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What changed in Ivanhoe Electric Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Ivanhoe Electric Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+644 added−698 removedSource: 10-K (2026-02-23) vs 10-K (2025-02-27)

Top changes in Ivanhoe Electric Inc.'s 2025 10-K

644 paragraphs added · 698 removed · 301 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

114 edited+259 added−321 removed31 unchanged
Biggest change(joint venture company), a subsidiary of Brixton Copper Silver Gold Fee simple mineral rights, owned and leased, fee simple surface n/a Not in production Javelina Arizona, USA 17.34 km 2 Exploration 100% Ownership Diamondback Copper, LLC., a wholly owned subsidiary Copper Unpatented mining claims; Arizona State exploration permits n/a Not in production White Hill Nevada, USA 86.12 km 2 Exploration 0% current ownership interest; Option to acquire 80% of the mineral title 1 Bluebird Copper LLC / Ivanhoe Electric Nevada Holding Inc.
Biggest change(joint venture company), a subsidiary of Brixton Copper Silver Gold Fee simple mineral rights, owned and leased, fee simple surface n/a Not in production Gleeson Arizona, USA 37.72 km 2 Exploration 100% Ownership Diamondback Copper, LLC. and IE Montana Holdings Corp., wholly owned subsidiaries Copper Unpatented mining claims; Arizona State exploration permits; owned and leased lands; Fee Simple land n/a Not in production BHP Alliance New Mexico, USA 45.05 km 2 Arizona, USA 77.03 km 2 Exploration 100% Ownership Sand Hill Exploration, Inc., a wholly owned subsidiary Copper Owned or optioned unpatented mining claims n/a Not in production Bristol Nevada, USA 26.62 km 2 Exploration 100% Ownership Ivanhoe Electric Nevada Holdings Inc., a wholly owned subsidiary Copper Unpatented mining claims n/a Not in production Perseverance Arizona, USA 116.23 km 2 Exploration 60.8% shareholder in Cordoba, which has 51% ownership - 31.8% ownership interest MMDEX LLC a joint venture company between Cordoba and Bell Copper Corp.
In order to prepare diverse layers for AI algorithms, CGI uses unique tools such as data augmentation for sparse, unstructured data which enhance the results and provide critical knowledge of the subsurface for clients. CGI applies its services to not only mineral projects but also to the global energy industry and in the search for underground water resources.
In order to prepare diverse layers for AI algorithms, CGI uses unique tools such as data augmentation for sparse, unstructured data which enhance the results and provide critical knowledge of the subsurface for clients. CGI applies its services not only to mineral projects but also to the global energy industry and in the search for underground water resources.
It was founded in 2010 in order to capitalize on advanced software technology developed at the University of British Columbia that was designed to improve mineral exploration. The technology has undergone significant improvements over the years and extended its market reach into the oil & gas sector as well as water exploration activities.
It was founded in 2010 in order to capitalize on advanced software technology developed at the University of British Columbia that was designed to improve mineral exploration. The technology has undergone significant improvements over the years and extended its market reach into the oil & gas sector as well as geothermal and water exploration activities.
Existing and past land uses in the Santa Cruz Project area and immediately surrounding areas include agriculture, residential home development, light industrial facilities, and mineral exploration and development. Some dispersed recreation occurs in the area. The climate is dry, and most of the Santa Cruz Project area is flat, sandy, and sparsely vegetated.
Existing and past land uses in the Santa Cruz Copper Project area and immediately surrounding areas include agriculture, residential home development, light industrial facilities, and mineral exploration and development. Some dispersed recreation occurs in the area. The climate is dry, and most of the Santa Cruz Copper Project area is flat, sandy, and sparsely vegetated.
Portions of the Santa Cruz Project area are in the 100-year flood plain. Within the Santa Cruz Project area, approximately 85 acres of land located 1.2 km north of the intersection of N. Spike Road and W. Clayton Road was used during an in situ leaching project in 1991.
Portions of the Santa Cruz Copper Project area are in the 100-year flood plain. Within the Santa Cruz Copper Project area, approximately 85 acres of land located 1.2 km north of the intersection of N. Spike Road and W. Clayton Road was used during an in situ leaching project in 1991.
Typhoon and Computational Geosciences In addition to our portfolio of mineral projects, we own, through a wholly-owned subsidiary, patents to a proprietary geophysical mineral exploration technology known as Typhoon™. We also own a 94.3% controlling interest in a data inversion business, CGI.
Typhoon and Computational Geosciences In addition to our portfolio of mineral projects, we own, through a wholly-owned subsidiary, patents to a proprietary exploration technology known as Typhoon™. We also own a 94.3% controlling interest in a data inversion business, CGI.
Assuming the board of Cordoba is to be comprised of seven directors and we hold a 50% or greater interest in Cordoba, we are entitled to nominate four, with at least one of such nominees being independent.
Assuming the board of Cordoba is comprised of seven directors and we hold a 50% or greater interest in Cordoba, we are entitled to nominate four directors, with at least one of such nominees being independent.
Assumptions include NSR Cut-off grade of $16.34/t milled; long-term metal prices of $3.75/lb Cu, $8.70/lb Ni, and $1,690/oz Au; mining costs of $1.68/t Saprolite, $2.26/t Fresh, $0.05/t incremental and $0.09/t sustaining capital, $13.02/t milled processing cost, $.3.32/t milled G&A, treatment charge of $105/t Cu conc. and $346/t conc. Ni; and metallurgical recoveries varied based on concentration and grade.
Assumptions include NSR Cut-off grade of $16.34/t milled; long-term metal prices of $3.75/lb Cu, $8.70/lb Ni, and $1,690/oz Au; mining costs of $1.68/t Saprolite, $2.26/t Fresh, $0.05/t incremental and $0.09/t sustaining capital, $13.02/t milled processing cost, $.3.32/t milled G&A, treatment charge of $105/t Cu concentrate and $346/t concentrate Ni; and metallurgical recoveries varied based on concentration and grade.
The Exploration Alliance Agreement sets out the framework for us (acting through a wholly owned subsidiary) and BHP to explore mutually agreed “Areas of Interest” or AOIs in the United States to identify projects within those AOIs that may become 50/50 owned joint ventures. The initial AOIs are in Arizona, New Mexico, and Utah.
The Exploration Alliance Agreement sets out the framework for us (acting through a wholly owned subsidiary) and BHP to explore mutually agreed “Areas of Interest” (“AOIs”) in the United States to identify projects within those AOIs that may become 50/50 owned joint ventures. The initial AOIs are in Arizona, New Mexico, and Utah.
Type Short title Country Grant Date Grant Number Expiration Date Patent Current signal generator and method of implementing such a generator France 16/02/2018 FR2980653 22/09/2031 Australia 05/01/2017 AU2012311429 21/09/2032 Brazil 19/01/2021 BR112014006276 21/09/2032 Canada 22/05/2018 CA2849558 21/09/2032 Indonesia Pending Turkey 21/04/2015 TR201403350B 21/09/2032 USA 28/02/2017 US9584037 18/09/2033 Patent Current generator and method for generating current pulses France 04/04/2014 FR2988933 30/03/2032 Australia 02/02/2017 AU2013241675 29/03/2033 Canada 08/09/2020 CA2869170 29/03/2033 Chile 30/10/2018 CL56649 29/03/2033 Peru 20/05/2019 PE9489 29/03/2033 USA 28/06/2016 US9379636 03/06/2033 Patent Switch and system to inject current France 28/01/2022 FR3105446 20/12/2039 We believe the following specifications differentiate Typhoon™ from conventional geophysical systems: • high current that is adjustable according to the depth and scale of the exploration target; • high voltages that are also adjustable to overcome near-surface resistance; • the ability to transmit both electromagnetic and direct current signals; • extremely clean signal, which yields a high signal to noise ratio in recorded data; • the ability to synchronize with multiple types of data receivers, so that the user can choose the receiver system most appropriate for the exploration environment; and • three deployment configurations, from a large containerized system to a smaller lightweight system that is helicopter portable. 56 Table of Contents Figure: Schematic of Typhoon™ at work.
Type Short title Country Grant Date Grant Number Expiration Date Patent Current signal generator and method of implementing such a generator France 16/02/2018 FR2980653 22/09/2031 Australia 05/01/2017 AU2012311429 21/09/2032 Brazil 19/01/2021 BR112014006276 21/09/2032 Canada 22/05/2018 CA2849558 21/09/2032 Indonesia 03/02/2026 N/A 21/09/2032 Turkey 21/04/2015 TR201403350B 21/09/2032 USA 28/02/2017 US9584037 18/09/2033 Patent Current generator and method for generating current pulses France 04/04/2014 FR2988933 30/03/2032 Australia 02/02/2017 AU2013241675 29/03/2033 Canada 08/09/2020 CA2869170 29/03/2033 Chile 30/10/2018 CL56649 29/03/2033 Peru 20/05/2019 PE9489 29/03/2033 USA 28/06/2016 US9379636 03/06/2033 Patent Switch and system to inject current France 28/01/2022 FR3105446 20/12/2039 We believe the following specifications differentiate Typhoon™ from conventional geophysical systems: • high current that is adjustable according to the depth and scale of the exploration target; • high voltages that are also adjustable to overcome near-surface resistance; • the ability to transmit both electromagnetic and direct current signals; • extremely clean signal, which yields a high signal to noise ratio in recorded data; • the ability to synchronize with multiple types of data receivers, so that the user can choose the receiver system most appropriate for the exploration environment; and • three deployment configurations, from a large containerized system to a smaller lightweight system that is helicopter portable. 57 Table o f Contents Figure: Schematic of Typhoon™ at work.
The Joint Venture has also entered into a services agreement with Computational Geosciences Inc. (“CGI”), our 94.3% owned subsidiary, pursuant to which CGI is responsible for the supply of the services for the analysis of data and processing of the full spectrum of geophysical datasets produced by the Typhoon™ systems.
The Joint Venture also entered into a services agreement with Computational Geosciences Inc. (“CGI”), our 94.3% owned subsidiary, pursuant to which CGI is responsible for the supply of the services for the analysis of data and processing of the full spectrum of geophysical datasets produced by the Typhoon™ geophysical survey systems.
NI 43-101 Technical Report & Feasibility Study, Alacran Project, in Colombia, Mineral Resource effective December 18, 2023 - NSR cut-off grade varied from $2.08/t to $9.88/t milled based on processing, and G&A costs as well as the recoveries in different unit, long term metal prices of $3.80/lb Cu, $1,690/oz Au, and $22.50/oz Ag.
NI 43-101 Technical Report & Feasibility Study, Alacrán Project, in Colombia, Mineral Resource effective December 18, 2023 - NSR cut-off grade varied from $2.08/t to $9.88/t milled based on processing, and G&A costs as well as the recoveries in different unit, long term metal prices of $3.80/lb Cu, $1,690/oz Au, and $22.50/oz Ag.
The license will remain exclusive to the Joint Venture in Saudi Arabia and effective during the term of the Joint Venture. Saudi JVCo has purchased three new generation Typhoon™ units from the Company’s former parent, I-Pulse, all of which have now been delivered to the Joint Venture and are active in Saudi Arabia.
The license will remain exclusive to the Joint Venture in Saudi Arabia and effective during the term of the Joint Venture. Saudi JVCo purchased three new generation Typhoon™ units from the Company’s former parent, I-Pulse, all of which have been delivered to the Joint Venture and are active in Saudi Arabia.
Between 1977 and 1982, Hanna-Getty advanced a tight spaced drill program that delineated an estimated 500 Mt of 1% Cu at Casa Grande West, and countless exploration holes in the surrounding Casa Grande Valley. 14 Table of Contents In 1986, the Bureau of Mines obtained Congressional approval and funding to study in situ copper mining.
Between 1977 and 1982, Hanna-Getty advanced a tight spaced drill program that delineated an estimated 500 Mt of 1% Cu at Casa Grande West, and countless exploration holes in the surrounding Casa Grande Valley. In 1986, the Bureau of Mines obtained Congressional approval and funding to study in situ copper mining.
VRB Energy also has a 49% interest in VRB Energy System (Beijing) Co., Ltd, a joint venture in China (“VRB China Joint Venture”) with a subsidiary of privately held Shanxi Red Sun Co., Ltd., which owns 51% of the VRB China Joint Venture.
VRB Energy also has a 49% interest in VRB Energy System (Beijing) Co., Ltd, a joint venture in China (“VRB China Joint Venture”) with a subsidiary of privately held Shanxi Red Sun Co., Ltd. (“Red Sun”), which owns 51% of the VRB China Joint Venture.
CGI was founded in 2010 to commercialize innovative technology developed at the University of British Columbia, Canada to improve and enhance mineral exploration. The Typhoon™ technology allows us to cost effectively and efficiently generate geophysical images of large-scale mineral deposits to depths of one and a half kilometers or more.
CGI was founded in 2010 to commercialize innovative technology developed at the University of British Columbia, Canada to improve and enhance mineral exploration. The Typhoon™ technology allows us to cost effectively and efficiently generate geophysical models of large-scale mineral deposits to depths of up to one and a half kilometers or more.
CGI software technology consists of sophisticated codes to process geophysical data and build three-dimensional (“3D”) subsurface images that could indicate the presence of various sulfide metals and minerals.
CGI software technology consists of sophisticated codes to process geophysical data and build three-dimensional (“3D”) subsurface models that could indicate the presence of various sulfide metals and minerals.
Project Name Location and Project Size Stage of Development Ivanhoe Electric Interest and Nature of Interest Title Holders / Operator Primary Minerals Nature of Mineral Title Mineral Resources/ Reserves Aggregate Annual Production – Last 3 Fiscal Years Santa Cruz Arizona, USA Surface 25.79 km 2 Exploration 100% of surface rights Mesa Cobre Holding Corp., a wholly-owned subsidiary (surface rights) Copper Fee Simple land, unpatented mining claims; Arizona State exploration permits Mineral Resource Not in production Mineral 75.66 km 2 Exploration 100% of the mineral title Mesa Cobre Holding Corp., a wholly owned subsidiary (remaining titles) Tintic Utah, USA 81.97 km 2 Exploration Options and lease rights to 100% of the mineral title by acreage Tintic Copper & Gold, Inc., a wholly-owned subsidiary Copper Gold Patented and unpatented mining claims; SITLA leases, and Hardrock Prospecting Permit Applications n/a Not in production Hog Heaven Montana, USA 24.2 km 2 Exploration 1.6% equity ownership of Brixton Metals Corporation 0.1% ownership in Brixton USA, with earn-in up to a 75% project interest Brixton USA Corp.
Project Name Location and Project Size Stage of Development Ivanhoe Electric Interest and Nature of Interest Title Holders / Operator Primary Minerals Nature of Mineral Title Mineral Resources/ Reserves Aggregate Annual Production – Last 3 Fiscal Years Santa Cruz Copper Arizona, USA Surface 24.04 km 2 Development 100% of surface rights Mesa Cobre Holding Corp., a wholly-owned subsidiary (surface rights) Copper Fee Simple land, unpatented mining claims; Arizona State exploration permits Mineral Resource and Reserve Not in production Mineral 75.66 km 2 Development 100% of the mineral title Mesa Cobre Holding Corp., a wholly owned subsidiary (remaining titles) Tintic Utah, USA 79.23 km 2 Exploration Options and lease rights to 100% of the mineral title by acreage Tintic Copper & Gold, Inc., a wholly-owned subsidiary Copper Gold Patented and unpatented mining claims; SITLA leases, Hardrock Prospecting Permit leases, and SITLA applications n/a Not in production Hog Heaven Montana, USA 69.5 km 2 Exploration 1.6% equity ownership of Brixton Metals Corporation 0.1% ownership in Brixton USA, with earn-in up to a 75% project interest Brixton USA Corp.
All such reports are also available free of charge via EDGAR through the SEC website at www.sec.gov . 61 Table of Contents
All such reports are also available free of charge via EDGAR through the SEC website at www.sec.gov . 61 Table o f Contents
In the energy sector, CGI has independently developed and collaborated to deploy a real-time 3D inversion service for resistivity logging-while-drilling (“LWD”) data, significantly optimizing well placement and well completion designs to maximize reservoir productivity. CGI is also able to monitor fluid substitution within reservoirs, whether for enhanced oil recovery or carbon capture and storage.
In the energy sector, CGI has independently developed and collaborated to deploy a real-time 3D inversion service for resistivity logging-while-drilling (“LWD”) data, significantly optimizing well placement and well 58 Table o f Contents completion designs to maximize reservoir productivity. CGI is also able to monitor fluid substitution within reservoirs, whether for enhanced oil recovery or carbon capture and storage.
Simpson, P.Geo., an independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above and in footnote 4 satisfy S-K 1300 standards and remained accurate as of December 31, 2024. 3 Sama Nickel Corporation Inc.
Simpson, P.Geo., an independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above satisfy S-K 1300 standards and remained accurate as of December 31, 2025. 3 Sama Nickel Corporation Inc.
The Mineral Resource and Mineral Reserve estimate for the Alacran Project is set forth below, under the heading “Mineral Resources and Mineral Reserves”. Glen Kuntz, P. Geo., our non-independent Qualified Person, reviewed and confirmed that the projected economics and the Mineral Resource estimate satisfied S-K 1300 standards and remained accurate as of December 31, 2024.
The Mineral Resource and Mineral Reserve estimate for the Alacrán Project is set forth below, under the heading “Mineral Resources and Mineral Reserves”. Glen Kuntz, P. Geo., our non-independent Qualified Person, reviewed and confirmed that the projected economics and the Mineral Resource estimate satisfied S-K 1300 standards and remained accurate as of December 31, 2025.
As of December 31, 2024, Ivanhoe Electric and its subsidiaries had 240 full time employees. We consider our relationship with our employees to be strong. None of our employees are represented by a labor union or party to a collective bargaining agreement.
As of December 31, 2025, Ivanhoe Electric and its subsidiaries had 286 full time employees. We consider our relationship with our employees to be strong. None of our employees are represented by a labor union or party to a collective bargaining agreement.
The Joint Venture is owned 50/50 by Ivanhoe Electric and Ma’aden and has an initial term of five years, which may be extended up to 10 years upon mutual agreement of the parties. The Joint Venture operates through a limited liability company established under Saudi Arabian law (“Saudi JVCo”).
The Joint Venture is owned 50/50 by Ivanhoe and Maaden and has an initial term of five years, which may be extended up to 10 years upon mutual agreement of the parties. The Joint Venture operates through a limited liability company established under Saudi Arabian law named Maaden Ivanhoe Electric Exploration and Development Limited Company (“Saudi JVCo”).
Simpson, P.Geo., an independent Qualified Person, reviewed and confirmed that the Mineral Resource estimate satisfied S-K 1300 standards and remained accurate as of December 31, 2024. Map: Location of the Pinaya Project within the country of Peru. 49 Table of Contents Summary Our portfolio of mineral exploration projects and equity investments are summarized in the tables below.
Simpson, P.Geo., an independent Qualified Person, reviewed and confirmed that the Mineral Resource estimate satisfied S-K 1300 standards and remained accurate as of December 31, 2025. Map: Location of the Pinaya Project within the country of Peru. 51 Table o f Contents Summary Our portfolio of mineral exploration projects and equity investments are summarized in the tables below.
Kaizen filed an NI 43-101 technical report for the Pinaya Project, titled “Pinaya Gold-Copper Project Technical Report” and which was prepared jointly by Brian Cole, P.Geo, and GeoSim Services Inc., with an effective date of April 26, 2016 (“Pinaya Technical Report”), which is available on SEDAR.
Kaizen filed an NI 43-101 technical report for the Pinaya Project, titled “Pinaya Gold-Copper Project Technical Report” and which was prepared jointly by Brian Cole, P.Geo, and Ronald Simpson, P.Geo,, with an effective date of April 26, 2016 (“Pinaya Technical Report”), which is available on SEDAR.
Copper Gold Concession Mineral Resource Not in production Mineral Project Obligations and Payments As described above, for many of our mineral projects, we do not own the underlying mineral titles or rights but maintain an option or a right to acquire such titles or rights.
Copper Gold Concession Mineral Resource Not in production 53 Table o f Contents Mineral Project Obligations and Payments As described above, for many of our mineral projects, we do not own the underlying mineral titles or rights but maintain an option or a right to acquire such titles or rights.
Glen Kuntz, P.Geo., our non-independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above satisfy S-K 1300 standards remained accurate as of December 31, 2024. 52 Table of Contents 4 Sama Nickel Corporation Inc.
Glen Kuntz, P.Geo., our non-independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above satisfy S-K 1300 and in footnote 4 standards remained accurate as of December 31, 2025. 4 Sama Nickel Corporation Inc.
Cordoba conducted several exploration programs between 2012 and 2023, consisting of geological mapping, geochemical sampling, geophysical surveys, and various drilling campaigns, that supported the completion of the technical studies in 2019, 2022 and 2023, which marks the beginning of the development phase for the Alacran Project. 47 Table of Contents Map: Location of the Alacran Project within the country of Colombia.
Cordoba conducted several exploration programs between 2012 and 2023, consisting of geological mapping, geochemical sampling, geophysical surveys, and various drilling campaigns, that supported the completion of the technical studies in 2019, 2022 and 2023, which marks the beginning of the development phase for the Alacran Project. 49 Table o f Contents Map: Location of the Alacrán Project within the country of Colombia.
Brixton Metals Corporation (“Brixton”) owns the Hog Heaven Project through its subsidiary Brixton USA, covering an area of 24.32 km 2 through the following interests: 2.59 km 2 of deeded fee simple land both surface and minerals and 14.06 km 2 of fee simple mineral rights held by Brixton USA.
Brixton owns the Hog Heaven Project through its subsidiary Brixton USA, covering an area of 24.32 km 2 through the following interests: 2.59 km 2 of deeded fee simple land both surface and minerals and 14.06 km 2 of fee simple mineral rights.
We contributed $66.4 million of the proceeds from the sale of our common shares to Ma’aden to initially fund Saudi JVCo and we provided Saudi JVCo with a royalty-free license to use Typhoon™ within Saudi Arabia for the purpose of mineral exploration.
We initially contributed $66.4 million of the proceeds from the sale of our common shares to Maaden to initially fund Saudi JVCo and the Joint Venture, and we provided Saudi JVCo with a royalty-free license to use Typhoon™ within Saudi Arabia for mineral exploration.
Colin Shaw, P.E., our non-independent Qualified Person, reviewed and confirmed that the Mineral Reserve estimate satisfied S-K 1300 standards and remained accurate as of December 31, 2024. 48 Table of Contents Pinaya Copper-Gold Project, Peru ( the “Pinaya Project”). The Pinaya Project is 100% owned by Ivanhoe Electric as of February 6, 2024 through Ivanhoe Electric’s subsidiary Kaizen.
Colin Shaw, P.E., our non-independent Qualified Person, reviewed and confirmed that the Mineral Reserve estimate satisfied S-K 1300 standards and remained accurate as of December 31, 2025. 50 Table o f Contents Pinaya Copper-Gold Project, Peru ( the “Pinaya Project”). The Pinaya Project is 100% owned by Ivanhoe Electric through Ivanhoe Electric’s subsidiary Kaizen Discovery Peru (Kaizen).
Table: United States Mineral Exploration Projects as of December 31, 2024.
Table: United States Mineral Exploration Projects as of December 31, 2025.
Currently, Ivanhoe Electric holds various types of claims and leases through our wholly-owned subsidiary Tintic Copper & Gold Inc. (TCG) or other subsidiaries.
As of December 31, 2025, Ivanhoe Electric holds various types of claims and leases through our wholly-owned subsidiary Tintic Copper & Gold Inc. (TCG) or other subsidiaries.
Geo., our non-independent Qualified Person, reviewed and confirmed that the estimate satisfied S-K 1300 standards and remained accurate as of December 31, 2024. Map: Location of the Ivory Coast Project within the country Ivory Coast.
Geo., our non-independent Qualified Person, reviewed and confirmed that the estimate satisfied S-K 1300 standards and remained accurate as of December 31, 2025. 47 Table o f Contents Map: Location of the Ivory Coast Project within the country Ivory Coast.
Project Name Location and Project Size Stage of Development Ivanhoe Electric Interest and Nature of Interest Title Holders / Operator Primary Minerals Nature of Mineral Title Mineral Resources/ Reserves Aggregate Annual Production – Last 3 Fiscal Years Saudi Arabia Saudi Arabia 48,500 km 2 Exploration 50% ownership of Joint Venture with Ma’aden Ma’aden/Ivanhoe Electric Base Metals Precious Metals Exploration license or application n/a Not in production Alacran Colombia 104.6 km 2 Development Shareholder in Cordoba Cordoba Copper Gold Silver Construction and Assembly; Exploration licenses Mineral Resource & Mineral Reserve Not in production Ivory Coast Project Ivory Coast 1,125 km 2 Exploration 60% ownership of the Ivory Coast Project; Shareholder in Sama Société pour le Développement Minier de la Côte d’Ivoire Nickel Copper Cobalt PGE Exploration license Mineral Resource Not in production Pinaya Peru 100.65 km 2 Exploration 100% ownership Canper Exploraciones S.A.C.
Project Name Location and Project Size Stage of Development Ivanhoe Electric Interest and Nature of Interest Title Holders / Operator Primary Minerals Nature of Mineral Title Mineral Resources/ Reserves Aggregate Annual Production – Last 3 Fiscal Years Saudi Arabia Saudi Arabia 50,047.64 km 2 Exploration 50% ownership of Joint Venture with Maaden Maaden/Ivanhoe Electric Base Metals Precious Metals Exploration license or application n/a Not in production SQM Collaboration Antofagasta, Chile 2,002 km 2 Exploration 0% IE ownership with option to 50% on a qualifying copper discovery SQM and affiliates Copper Mining concessions n/a Not in production Alacrán Colombia 104.6 km 2 Development Shareholder in Cordoba Cordoba Copper Gold Silver Construction and Assembly; Exploration licenses Mineral Resource & Mineral Reserve Not in production Ivory Coast Project Ivory Coast 1,125 km 2 Exploration 60% ownership of the Ivory Coast Project; Shareholder in Sama Société pour le Développement Minier de la Côte d’Ivoire Nickel Copper Cobalt PGE Exploration license Mineral Resource Not in production Pinaya Peru 100.65 km 2 Exploration 100% ownership Canper Exploraciones S.A.C.
Scientific and technical information in this section is based upon, or in some cases extracted from these reports. 10 Table of Contents Location, Infrastructure, and Access. Our exploration stage Santa Cruz Project is located in Pinal County, Arizona, 11km to the west of Casa Grande and approximately a one-hour drive, on paved roads, south of Phoenix.
Scientific and technical information in this section is based upon, or in some cases extracted from, the PFS. Location, Infrastructure, and Access. Our development stage Santa Cruz Copper Project is located in Pinal County, Arizona, 11 km to the west of Casa Grande and approximately a one-hour drive, on paved roads, south of Phoenix.
None of the Santa Cruz Qualified Persons is affiliated with us or any other entity that has an ownership, royalty or other interest in the Santa Cruz Project. The Technical Report Summary on the Santa Cruz Project, Arizona, U.S.A. is included as Exhibit 96.1 hereto.
None of the qualified persons is affiliated with the Company or any other entity that has an ownership, royalty, or other interest in the Santa Cruz Copper Project. The PFS and Technical Report Summary on the Santa Cruz Copper Project is included as Exhibit 96.1 hereto.
Glen Kuntz, P.Geo., our non-independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above satisfy S-K 1300 standards remained accurate as of December 31, 2024. 54 Table of Contents 4 Sama Nickel Corporation Inc.
Glen Kuntz, P.Geo., our non-independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above satisfy S-K 1300 standards remained accurate as of December 31, 2025.
We believe VRB-ESS® batteries can be charged and discharged over an almost unlimited number of cycles without wearing out and causing deterioration of the vanadium electrolyte, providing the lowest lifecycle cost of energy of any type of grid scale energy storage.
We believe VRB-ESS® batteries are well-positioned to meet this growing demand as they can be charged and discharged over an almost unlimited number of cycles without wearing out and causing deterioration of the vanadium electrolyte, providing the lowest lifecycle cost of energy of any type of grid scale energy storage.
The data processing and artificial intelligence software developed by our subsidiary CGI complements our Typhoon™ technology and represents the only software product that can efficiently process the full spectrum of geophysical data produced by Typhoon™. Computational Geosciences CGI is headquartered in Vancouver, British Columbia, Canada.
A second 2 nd Generation unit is dedicated to the Collaboration with SQM. The data processing and artificial intelligence software developed by our subsidiary CGI complements our Typhoon™ technology and represents the only software product that can efficiently process the full spectrum of geophysical data produced by Typhoon™. Computational Geosciences CGI is headquartered in Vancouver, British Columbia, Canada.
According to the Fraser Institute’s Annual Survey of Mining Companies, Utah and Arizona rank as some of the most attractive copper mining investment jurisdictions compared to other major copper mining jurisdictions around the world. ___________ Source: Fraser Institute 2023 Investment Attractiveness Quality Assurance/Quality Control Throughout all of our mineral exploration properties, quality assurance and quality control (“QA/QC”) measures are in place to ensure the reliability and trustworthiness of our exploration data and results.
According to the Fraser Institute’s Annual Survey of Mining Companies, Arizona, Utah and Montana rank as some of the most attractive copper mining investment jurisdictions compared to other major copper mining jurisdictions around the world. 9 Table o f Contents ___________ Source: Fraser Institute 2024 Investment Attractiveness Quality Assurance/Quality Control Throughout all of our properties, internal controls, including quality assurance and quality control (“QA/QC”) measures, are in place to ensure the reliability and trustworthiness of our exploration data and mineral resource and reserve estimates.
We have a large private land package covering the Santa Cruz Project area and area of known mineralization. The ability to operate on private land has the potential to reduce lengthy permitting timelines that result from federal permitting processes.
We have a large private land package covering the Santa Cruz Copper Project area and area of known mineralization. The ability to operate on private land has the potential to reduce lengthy permitting timelines that result from federal permitting processes. The primary permits required to authorize the construction and operation of the Santa Cruz Copper Project are detailed below.
The Exploration Alliance Agreement is for a term of three years, which may be extended upon mutual agreement. BHP will provide the initial funding of $15 million and any subsequent funding would be on a 50/50 basis.
The Exploration Alliance is for a term of three years, which may be extended. BHP (through a wholly owned subsidiary) agreed to provide initial funding of $15 million, and any subsequent funding would be on a 50/50 basis.
The Ivory Coast Project consists of three exploration permits owned by SNC, which is the joint venture vehicle in which we are partnering with Sama to advance the Ivory Coast Project, which cover a total of 517 km 2 , as well as two additional exploration permits held in a joint venture with Société pour le Développement Minier de la Côte d’Ivoire, a parastatal organization established by the Ivory Coast and which together cover 318 km 2 .
The Ivory Coast Project consists of four exploration permits and one exploration permit application owned by SNC, which is the joint venture vehicle in which we are partnering with Sama to advance the Ivory Coast Project, which cover a total of 839.03 km 2 Two of the exploration permits are held in a 66 2/3 / 33 1/3 joint venture with Société pour le Développement Minier de la Côte d’Ivoire (SODEMI), a parastatal organization established by the Ivory Coast and which together cover 319 km 2 of the Ivory Coast Project.
Sipilou Sud laterite deposit including 2,095,000 tonnes of laterite at 1.75% nickel and 0.05% cobalt at a cut-off grade of 1.10% nickel. The deposit has an estimated 37,000 tonnes of nickel and 1,000 tonnes of cobalt. 7 Cordoba Minerals Corp.
Sipilou Sud laterite deposit including 2,095,000 tonnes of laterite at 1.75% nickel and 0.05% cobalt at a cut-off grade of 1.10% nickel.
SRK, 2023 Royalties. Significant portions of the patented and unpatented mining lode claims are subject to NSR royalty agreements, ranging between 1% and 4%, which would be payable upon production and sale of product, i.e., there are no advance royalties. 37 Table of Contents Figure: Map of our royalties at the Tintic Project.
Significant portions of the patented and unpatented mining lode claims are subject to NSR royalty agreements, ranging between 1% and 4%, which would be payable upon production and sale of product, i.e., there are no advance royalties. Map: Royalties at the Tintic Project. The Tintic Project is an exploration stage project without Mineral Reserves or Mineral Resources.
There is no mine in production at the project. There is currently no significant equipment, infrastructure or facilities at the Santa Cruz Project, and no mine development or operating equipment at the project site.
No mining activity has taken place on the land constituting the Santa Cruz Copper Project. There is no mine in production at the Santa Cruz Copper Project. There is currently no significant equipment, infrastructure or facilities at the Santa Cruz Copper Project, and no mine development or operating equipment at the project site.
Payments that are discretionary are payments that we are not required to make, but if we fail to make the payment in the amounts and when due, we will lose the rights associated with the project.
Payments that are discretionary are payments that we are not required to make, but if we fail to make the payment in the amounts and when due, we will lose the rights associated with the project. Table: Mineral Project Obligations and Payments 2026 - 2032, as at December 31, 2025 ($ thousands).
CGI provides fee-for-service and software licensing agreements to customers in the area of critical minerals, energy and water exploration. CGI’s services apply its geophysical data inversion codes on geophysical data (included that of Typhoon™) collected by third party data acquirers as well as other sources such as public or private libraries, in order to construct and refine 3D subsurface images.
CGI’s services apply its geophysical data inversion codes on geophysical data (included that of Typhoon™) collected by third party data acquirers as well as other sources such as public or private libraries, in order to construct and refine 3D subsurface images.
Corporate Information We were incorporated in the State of Delaware in July 2020. Our principal executive offices are located at 450 E. Rio Salado Parkway, Suite 130, Tempe, Arizona, and our telephone number is (480) 656-5821. Our website address is ivanhoeelectric.com.
Our principal executive offices are located at 450 E. Rio Salado Parkway, Suite 130, Tempe, Arizona, and our telephone number is (480) 656-5821. Our website address is ivanhoeelectric.com.
The Alliance is for an initial term of three years, which may be extended upon mutual agreement. BHP will provide the initial funding of $15 million and any subsequent funding would be on a 50/50 basis.
The Exploration Alliance Agreement is for a term of three years, which may be extended upon mutual agreement. BHP has agreed to provide initial funding of $15 million, and any subsequent funding would be on a 50/50 basis. The Exploration Alliance Agreement contemplates two stages – a Project Generation Phase and a Joint Venture Phase.
ASARCO expanded exploration efforts across the Casa Grande Valley and in 1964 the first hole was drilled on what is now the Santa Cruz Project. By May 1965, seventeen drill holes were completed without similar success, and ASARCO reduced its land position. Subsequent reviews in 1970-1971 deemed the Santa Cruz Project worth renewed exploration activity.
By May 1965, seventeen drill holes were completed without similar success, and ASARCO reduced its land position. Subsequent reviews in 1970-1971 deemed the Santa Cruz Project worth renewed exploration activity.
(“VRB Energy”), a 90% owned subsidiary of Ivanhoe Electric, entered into definitive agreements providing for the creation of a 49%/51% joint venture (“VRB Transaction”) between VRB Energy and China Energy Storage Industry Co., Ltd. (“Red Sun”), a subsidiary of privately held Shanxi Red Sun Co., Ltd.
VRB Energy - Vanadium Redox Flow Technology In October 31, 2024, VRB Energy, a 90% owned subsidiary of Ivanhoe Electric, closed on a transaction providing for the creation of a 49%/51% joint venture (“VRB Transaction”) between VRB Energy and China Energy Storage Industry Co., Ltd. (“Red Sun”), a subsidiary of privately held Shanxi Red Sun Co., Ltd.
Copper Inferred 148,998,000 1.24 — — — 1,847,000 — — — Kaizen Discovery Inc. 2 * Pinaya 100.0 % Measured 8,204,000 0.326 — 0.600 — 27,000 — 158,000 — Peru Copper Gold Indicated 33,487,000 0.324 — 0.462 — 108,000 — 497,000 — Inferred 40,216,000 0.360 — 0.300 — 145,000 — 388,000 — Sama Nickel Corporation Inc. 3,4 Samapleu Main 69.1 % Indicated 10,661,000 0.22 0.26 0.04 — 24,000 27,000 13,000 — Ivory Coast Nickel Copper Inferred 14,747,000 0.21 0.25 0.04 — 30,000 37,000 17,000 — Samapleu Extension Indicated 355,000 0.16 0.25 0.02 — 600 1,000 300 — Inferred 7,522,000 0.22 0.28 0.02 — 17,000 21,000 6,000 — Grata Indicated 2,519,000 0.29 0.28 0.04 — 7,000 7,000 4,000 — Inferred 46,485,000 0.25 0.24 0.04 — 115,000 113,000 58,000 — Sipilou Sud Inferred 1,448,000 — 1.75 — — — 25,000 — — Cordoba Mineral Corp. 5 Alacran 31.2 % Indicated 475,000 — — 0.24 2.65 148,000 — 4,000 13,000 Colombia Copper Gold Silver Inferred 9,934,000 0.20 — 0.21 0.94 3,099,000 — 81,000 343,000 Total 6 Measured 8,204,000 — — — — 27,000 — 158,000 — — — Indicated 275,212,000 — — — — 3,095,000 35,000 518,000 13,000 — — Inferred 269,350,000 — — — — 5,253,000 196,000 549,240 343,000 — — Below is a summary table of estimated in situ Mineral Reserves as at December 31, 2024, which are presented on an attributable basis.
Copper Inferred 31,998,000 0.73 — 0.021 1.78 232,000 — 21,000 1,832,000 East Ridge Indicated 4,407,000 0.94 — 0.015 0.71 41,000 — 2,000 101,000 Inferred 48,676,000 0.89 0.006 0.40 436,000 — 9,000 623,000 Texaco Inferred 341,345,000 0.78 — 0.028 0.81 2,664,000 — 302,000 8,850,000 Ivanhoe Electric Inc. - Kaizen Discovery Peru SAC 2 Pinaya 100.0% Measured 8,204,000 0.326 — 0.600 — 27,000 — 158,000 — Peru Copper Gold Indicated 33,487,000 0.324 — 0.462 — 108,000 — 497,000 — Inferred 40,216,000 0.360 — 0.300 — 145,000 — 388,000 — Sama Nickel Corporation Inc. 3,4 Samapleu Main 69.1% Indicated 10,536,000 0.22 0.26 0.04 — 24,000 27,000 13,000 — Ivory Coast Nickel Copper Inferred 14,747,000 0.21 0.25 0.04 — 30,000 37,000 17,000 — Samapleu Extension Indicated 355,000 0.16 0.25 0.02 — 600 1,000 300 — Inferred 7,522,000 0.22 0.28 0.02 — 16,000 21,000 6,000 — Grata Indicated 2,519,000 0.29 0.28 0.04 — 7,000 7,000 4,000 — Inferred 46,485,000 0.25 0.24 0.04 — 115,000 113,000 57,000 — Sipilou Sud Inferred 1,448,000 — 1.75 — — — 25,000 — — Cordoba Mineral Corp. 5 Alacran 31.2% Indicated 475,000 — — 0.28 0.88 — — 4,000 13,000 Colombia Copper Gold Silver Inferred 9,934,000 0.20 — 0.25 1.10 20,000 — 81,000 343,000 Total 6 Measured 8,204,000 — — — — 27,000 — 158,000 — — — Indicated 230,230,000 — — — — 1,615,600 35,000 659,300 8,325,000 — — Inferred 542,371,000 — — — — 3,658,000 196,000 881,000 11,648,000 — — Below is a summary table of estimated in situ Mineral Reserves as at December 31, 2025, which are presented on an attributable basis.
The growing demand for renewable energy sources is expected to drive the demand for long-duration, long-lasting, safe and reliable vanadium flow batteries as a superior solution to lithium-ion batteries for grid scale energy storage.
The growing demand for renewable energy sources and for systems that can be developed quickly in response to rising demand from datacenters and large commercial and industrial customers is expected to drive the demand for long-duration, long-lasting, safe and reliable vanadium flow batteries as a superior solution to lithium-ion batteries for grid scale energy storage.
Typhoon™ has proven to be an important exploration tool during its deployment at the Santa Cruz Project, the Tintic Project and in Saudi Arabia. 8 Table of Contents Map: Current and historical deployment of Typhoon™ VRB Energy We also have interests in grid scale energy storage systems utilizing vanadium redox flow technology.
Typhoon™ has proven to be an important exploration tool during its deployment at our exploration projects. 8 Table o f Contents Map: Current and historical deployment of Typhoon™ VRB Energy We also have interests in grid scale energy storage technology utilizing vanadium redox flow batteries. We own a 90.0% interest in VRB Energy Inc.
We own a 90.0% interest in VRB Energy Inc. (“VRB Energy”), which itself owns 100% of VRB USA Inc. (“VRB USA”), an Arizona-based business focused on the development and manufacture of grid-scale energy storage systems utilizing vanadium redox flow batteries for integration with renewable power sources.
(“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.
Company Deposit Attributable Ownership of Deposit Category Attributable Tonnes Total Cu (%) Ni (%) Au (g/t) Ag (g/t) Attributable Contained Cu (tonnes) Attributable Contained Ni (tonnes) Attributable Contained Au (oz) Attributable Contained Ag (oz) Geographic Area Resource Category Attributable Basis Ivanhoe Electric 1 Santa Cruz 100.0 % Indicated 226,715,000 1.24 — — — 2,807,000 — — — Arizona,U.S.
Company Deposit Attributable Ownership of Deposit Category Tonnes Total Cu (%) Ni (%) Au (g/t) Ag (g/t) Attributable Contained Cu (tonnes) Attributable Contained Ni (tonnes) Attributable Contained Au (oz) Attributable Contained Ag (oz) Geographic Area Resource Category Ivanhoe Electric Inc.- Mesa Cobre Inc. 7 Santa Cruz 100.0% Probable 132,061,000 1.08 — — — 1,430,000 — — — Arizona, U.S.
We own 62.5% of Cordoba as of December 31, 2024 and have nominated three directors currently serving on the Cordoba board: Quentin Markin, Jordan Neeser and Terry Krepiakevich. On December 8, 2022, Cordoba announced a strategic arrangement with JCHX, whereby JCHX, through a wholly owned subsidiary, acquired a 50% ownership interest in CMH Colombia S.A.S.
We owned 60.8% of Cordoba as of December 31, 2025 and had nominated four directors to the Cordoba board: Quentin Markin, Jordan Neeser, Glen Kuntz and Terry Krepiakevich. On May 8, 2023, Cordoba closed on a strategic arrangement with JCHX, whereby JCHX, through a wholly owned subsidiary, acquired a 50% ownership interest in CMH Colombia S.A.S.
Typhoon™ can and has been used successfully to accelerate and de-risk the exploration process enabling a higher frequency of mineral discovery and lowering total exploration costs by more quickly identifying targets for drill testing over large areas of prospective land.
Typhoon™ can and has been used successfully to accelerate and de-risk the exploration process, enabling a higher frequency of mineral discovery and lowering total exploration costs.
As of December 31, 2024, we owned 94.3% of CGI’s outstanding shares while 5.6% are equally held by CGI’s two co-founders. CGI was co-founded by Livia Mahler B.Sc., MBA, who currently serves as CGI’s Interim Chief Executive Officer, and Dr.
As of December 31, 2025, we owned 94.3% of CGI’s outstanding shares while 5.6% are equally held by CGI’s two co-founders. CGI was co-founded by Livia Mahler B.Sc., MBA, who currently serves as a Senior Business Advisor, and Dr. Eldad Haber Ph.D., who currently serves as CGI’s Chief Technology Officer, and is a professor at the University of British Columbia.
Colin Shaw, P.E., our non-independent Qualified Person, reviewed and confirmed that the Mineral Reserve estimates presented in the table above satisfy S-K 1300 standards remained accurate as of December 31, 2024. 55 Table of Contents Typhoon™ We own, through a wholly-owned subsidiary, patents to a proprietary exploration technology known as Typhoon™.
Colin Shaw, P.E., our non-independent Qualified Person, reviewed and confirmed that the Mineral Reserve estimates presented in the table above satisfy S-K 1300 standards remained accurate as of December 31, 2025.
Terry Krepiakevich are our director 45 Table of Contents representatives on the board of Sama. Other than as shareholders of Sama, we do not have any interest in Sama’s gold projects in Liberia. The Mineral Resource estimate for the Ivory Coast Project is set forth below, under the heading “Mineral Resources and Mineral Reserves”. Glen Kuntz, P.
Terry Krepiakevich are our director representatives on the board of Sama. The Mineral Resource estimate for the Ivory Coast Project is set forth below, under the heading “Mineral Resources and Mineral Reserves”. Glen Kuntz, P.
International Saudi Arabian Joint Venture Ivanhoe Electric and Ma’aden established a Saudi Arabian exploration Joint Venture (the “Joint Venture”) through the limited liability company, Saudi JVCo, to unlock the significant mineral potential in Saudi Arabia.
Exploration is aimed at determining if porphyry copper mineralization is present. 45 Table o f Contents International Saudi Arabian Joint Venture In 2023, Ivanhoe Electric and Maaden established a Saudi Arabian exploration Joint Venture (the “Joint Venture”) through the limited liability company, Saudi JVCo, to unlock the significant mineral potential in Saudi Arabia.
We will provide the Exploration Alliance with access to one of its new generation Typhoon™ geophysical survey systems as well as the machine learning algorithmic software and data inversion services of CGI.
We have provided the Exploration Alliance with access to one of our new generation Typhoon™ units, as well as the machine learning algorithmic software and data inversion services of CGI. In April 2025, the Exploration Alliance completed its first survey using a Typhoon™ geophysical survey system at an AOI in Arizona.
CGI is currently developing two new geophysical modelling products and has identified another solution for the AI-based platform digitization application. CGI is also building large geoscience databases from vast amounts of publicly available data in various countries and regions of the world in order to use these datasets to map minerals, water, geothermal and other targets.
CGI is also building large geoscience databases from vast amounts of publicly available data in various countries and regions of the world in order to use these datasets to map minerals, water, geothermal and other targets. CGI competes with geophysical data processors, airborne and ground surveyors, off-shore surveyors, and AI service providers.
Pursuant to the VRB Transaction, the VRB China Joint Venture will receive approximately $35.2 million from Red Sun in tranches to be fully received by the end of 2025, with $12.7 million of those payments having been received to date.
Pursuant to the VRB Transaction, the VRB China Joint Venture was to receive approximately $35.2 million from Red Sun in six tranches by the end of 2025, which was received as of September 30, 2025.
Sampling and analytical QA/QC protocols typically involve taking duplicate samples and inserting QC samples (certified reference material (CRM) and blanks) to monitor the assay results' reliability throughout the drill program. Samples are securely shipped to reputable analytical laboratories with global quality management systems that meets all requirements of the international standards ISO/IEC 17025:2017 and ISO 9001:2015.
Samples are securely shipped to reputable analytical laboratories with global quality management systems that meets all requirements of the international standards ISO/IEC 17025:2017 and ISO 9001:2015.
(“VRB USA”), an Arizona-based business focused on the development and manufacture of advanced grid-scale energy storage systems utilizing vanadium redox flow batteries for integration with renewable power sources.
VRB Energy is also growing and developing its 100% owned subsidiary, VRB USA, an Arizona-based business focused on the development and manufacture of advanced grid-scale energy storage systems utilizing vanadium redox flow batteries for integration with renewable power sources. VRB USA is currently progressing the build-out of a VRB assembly facility in Mesa, Arizona.
The Joint Venture has exclusive access to explore approximately 48,500 km 2 of underexplored land on the Arabian Shield that Ma’aden has made available to the Saudi JVCo. Map: Location of the Ivanhoe Electric Ma’aden Joint Venture within the country of Saudi Arabia. The Arabian Shield is considered highly prospective for both VMS and epithermal styles of mineralization.
The Joint Venture has at the date of this annual report exclusive access to explore approximately 50,000 km 2 of underexplored land on the Arabian Shield that Maaden has made available to the Saudi JVCo. Map: Location of the Ivanhoe Electric Maaden Joint Venture within the country of Saudi Arabia.
As of December 31, 2024, our 69.1% interest in the Ivory Coast Project was held through our 22.7% equity interest in Sama and our 60% interest in the SNC joint venture described below. In 2024 we completed our 60% earn-in into SNC and as at December 31, 2024, we directly owned 60% of the joint venture entity SNC.
In 2024 we completed our 60% earn-in into SNC and as at December 31, 2025, we directly owned 60% of the joint venture entity SNC.
The Santa Cruz Project encompasses approximately 75.66 km 2 of land. Santa Cruz was discovered in the 1970s but was undeveloped due to market conditions as well as fragmented title and ownership. The Santa Cruz Project centroid is approximately -111.88212, 32.89319 (WGS84) in Township 6 S, Range 4E, Section 13, Quarter C.
The Santa Cruz Copper Project and exploration areas encompass approximately 75.66 km 2 of land. Santa Cruz was discovered in the 1970s but was undeveloped due to market conditions as well as fragmented title and ownership.
Analytical QC measures involve internal and external laboratory procedures implemented to monitor the precision and accuracy of the sample preparation and assay data. These measures are also important to identify potential sample sequencing errors and to monitor for contamination of samples. We submit a blank, standard, or duplicate sample on every seventh sample.
These measures are also important to identify potential sample sequencing errors and to monitor for contamination of samples. We submit a blank, standard, or duplicate sample on every seventh sample. Sampling and analytical QA/QC protocols typically involve taking duplicate samples and inserting QC samples (certified reference material (CRM) and blanks) to monitor the assay results' reliability throughout the drill program.
The Alacran Project is situated in the municipality of Puerto Libertador, which is approximately 390 km northwest of Bogotá, and 160 km north of Medellín in Colombia, amongst 22 mining concessions owned by CMH or its affiliates, of which, 5 licenses are part of the Alacran Project.
See “Risk Factors — Risks Relating to Our Operations — There is no guarantee that the sale transaction will close or the payments due under the agreement for the sale of Cordoba’s remaining interest in the Alacrán Copper Project will be received.” The Alacrán Project is situated in the municipality of Puerto Libertador, which is approximately 390 km northwest of Bogotá, and 160 km north of Medellín in Colombia, amongst 22 mining concessions owned by CMH or its affiliates, of which, 5 licenses are part of the Alacran Project.
Our holdings at the Tintic Project consist of: • 486 Patented claims comprising 19.62 km 2 ; • 152 Patented claims and 1 fee parcel (subject to various lease or lease and option agreements) comprising 9.11 km 2 ; • 474 Unpatented mining lode claims comprising over 38.79 km 2 ; • 14.45 km 2 of SITLA (Utah School and Institutional Trust Lands Association) mineral leases, in three agreements; and • 6 Hardrock Prospecting Permit (“HRPP”) applications on Bankhead-Jones lands in the Tintic Valley, comprising 61 km 2 .
Our holdings at the Tintic Project are comprised of 79.23 km 2 , consisting of patented claims, unpatented mining lode claims, Utah School and Institutional Trust Lands Association (SITLA) mineral leases, Hardrock Prospecting Permits (HRPP) on Bankhead-Jones lands, and various patented claims subject to lease or lease and option agreements.
SRK, 2023 Property Condition, Stage of Development and History. The Tintic Project is an exploration stage project without Mineral Reserves or Mineral Resources. There is no mine in production at the Tintic Project and no mining activity by us has ever taken place on the land constituting the Tintic Project.
There is no mine in production at the Tintic Project and no mining activity by us has ever taken place on the land constituting the Tintic Project. There is currently no significant equipment, infrastructure or facilities at the Tintic Project, and no mine development or operating equipment at the project site.
CGI has entered into a non-exclusive licensing agreement with a major oilfield service provider for the worldwide license of the LWD code. With respect to the identification of underground water resources, CGI’s technology can also be deployed to predict prospective areas or delineate known water aquifers. CGI does not patent its software codes.
With respect to the identification of underground water resources, CGI’s technology can also be deployed to predict prospective areas or delineate known water aquifers. CGI does not patent its software codes. CGI owns, maintains and develops codes for magnetics, gravity, DC/IP and electromagnetics.
The software codes are used to process geophysical data (including that generated by Typhoon™) in order to build accurate 3D subsurface images that indicate the presence of various metals and minerals, as well as water and oil. The AI tools are used to generate prospectivity maps for specific minerals, based on deep learning algorithms analyzing vast amounts of geoscience data.
CGI’s technology consists of sophisticated software codes and artificial intelligence tools (“AI”). The software codes are used to process geophysical data (including that generated by Typhoon™) in order to build accurate 3D subsurface images that indicate the presence of various metals and minerals, as well as hydrocarbons, geothermal sources, and water reservoirs.
Company Deposit Category Tonnes Total Cu (%) Ni (%) Au (g/t) Ag (g/t) Contained Cu (tonnes) Contained Ni (tonnes) Contained Au (oz) Contained Ag (oz) Geographic Area Resource Category 100% Project Basis Ivanhoe Electric 1 Santa Cruz Indicated 226,715,000 1.24 — — — 2,807,000 — — — Arizona, U.S.
Company Deposit Attributable Ownership of Deposit Category Attributable Tonnes Total Cu (%) Ni (%) Au (g/t) Ag (g/t) Attributable Contained Cu (tonnes) Attributable Contained Ni (tonnes) Attributable Contained Au (oz) Attributable Contained Ag (oz) Geographic Area Resource Category Ivanhoe Electric Inc.- Mesa Cobre Inc. 1 Santa Cruz 100.0% Indicated 178,451,000 0.80 — 0.024 1.43 1,435,000 — 139,000 8,211,000 Arizona,U.S.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

89 edited+19 added−14 removed235 unchanged
Biggest changeThere can be no assurance that Red Sun will satisfy its remaining payment obligations to VRB China Joint Venture or to us in full or in a timely manner. Any delay, reduction or failure to make these payments could have an adverse effect on the business of the VRB China Joint Venture and our plans for VRB USA.
Biggest changeAny delay, reduction or failure to make these payments would have an adverse effect on our plans for VRB USA, including our ability to advance the development of a manufacturing facility in the USA by VRB USA.
Our ongoing and future success depends on developing and maintaining productive relationships with the communities surrounding our mineral projects, including local indigenous people who may have rights or may assert rights to certain of our properties, and other stakeholders in our operating locations.
Our success depends on developing and maintaining relationships with local communities and stakeholders. Our ongoing and future success depends on developing and maintaining productive relationships with the communities surrounding our mineral projects, including local indigenous people who may have rights or may assert rights to certain of our properties, and other stakeholders in our operating locations.
The market price for our common stock may be influenced by many factors, including: the failure to identify Mineral Resources or Mineral Reserves at our properties; the failure to achieve production at any of our mineral properties; the lack of mineral exploration success; the actual or anticipated changes in the price of commodities we are seeking to discover and mine, namely copper, nickel, vanadium, cobalt, platinum group elements, gold and silver; changes in market valuations of similar companies; changes in technology and demand for minerals; the success or failure of competitor mining companies; changes in our capital structure, such as future issuances of securities or the incurrence of debt; sales of common stock by us, our executive officers, directors or principal stockholders, or others; changes in regulatory requirements and the political climate in the United States, and other jurisdictions where we have activities, including Canada, Colombia, Peru, Ivory Coast, Saudi Arabia and the PRC; 80 Table of Contents litigation involving us, our general industry or both; the recruitment or departure of key personnel; our ability to control our costs; accidents at mining projects, whether owned by us or otherwise; cyber-attacks or cyber-breaches; natural disasters, terrorist attacks, and acts of war, including the large-scale invasion of Ukraine by Russia; general economic, industry and market conditions, such as the impact of pandemics, on our industry and market conditions, or the occurrence of other epidemics or pandemics; and the other factors described in this “Risk Factors” section.
The market price for our common stock may be influenced by many factors, including: the failure to identify Mineral Resources or Mineral Reserves at our properties; the failure to achieve production at any of our mineral properties; the lack of mineral exploration success; the actual or anticipated changes in the price of commodities we are seeking to discover and mine, namely copper, nickel, vanadium, cobalt, platinum group elements, gold and silver; changes in market valuations of similar companies; changes in technology and demand for 80 Table o f Contents minerals; the success or failure of competitor mining companies; changes in our capital structure, such as future issuances of securities or the incurrence of debt; sales of common stock by us, our executive officers, directors or principal stockholders, or others; changes in regulatory requirements and the political climate in the United States, and other jurisdictions where we have activities, including Canada, Colombia, Peru, Ivory Coast, Saudi Arabia and the PRC; litigation involving us, our general industry or both; the recruitment or departure of key personnel; our ability to control our costs; accidents at mining projects, whether owned by us or otherwise; cyber-attacks or cyber-breaches; natural disasters, terrorist attacks, and acts of war, including the large-scale invasion of Ukraine by Russia; general economic, industry and market conditions, such as the impact of pandemics, on our industry and market conditions, or the occurrence of other epidemics or pandemics; and the other factors described in this “Risk Factors” section.
Capital and operating cost estimates are typically set out in Feasibility Studies and are based on the interpretation of geological data, cost of consumables, cost of capital, labor costs, transportation costs, mining and processing costs, anticipated climatic conditions, the costs of taxes, duties and royalties, permitting and restrictions or production quotas on exportation of minerals) and title claims, and other factors which may be considered at the time the estimates are made and will be based on information prevailing at that time.
Capital and operating cost estimates are typically set out in Pre-Feasibility or Feasibility Studies and are based on the interpretation of geological data, cost of consumables, cost of capital, labor costs, transportation costs, mining and processing costs, anticipated climatic conditions, the costs of taxes, duties and royalties, permitting and restrictions or production quotas on exportation of minerals) and title claims, and other factors which may be considered at the time the estimates are made and will be based on information prevailing at that time.
Any of the following events, among the other uncertainties and risks described in this Annual Report, could affect the ultimate accuracy of such estimates: • unanticipated changes in grade and tonnage of Ore to be mined and processed; • incorrect data on which engineering assumptions are made; • delays in construction schedules; 66 Table of Contents • delays in the ramp-up of the rate of operations; • unanticipated transportation costs; • the accuracy of major equipment and construction cost estimates; • labor negotiations and labor availability; • changes in government regulation, including regulations regarding greenhouse gas emissions; • changes in the cost of consumables; • changes in the general rate of inflation in the economy; • changes in royalty, duty, and tax rates; • permitting costs and requirements; and • general demand for skilled labor, steel, cement, industrial equipment and other components required for mining, any of which could cause material and adverse changes to our future capital and operating costs.
Any of the following events, among the other uncertainties and risks described in this Annual Report, could affect the ultimate accuracy of such estimates: • unanticipated changes in grade and tonnage of Ore to be mined and processed; • incorrect data on which engineering assumptions are made; • delays in construction schedules; • delays in the ramp-up of the rate of operations; 66 Table o f Contents • unanticipated transportation costs; • the accuracy of major equipment and construction cost estimates; • labor negotiations and labor availability; • changes in government regulation, including regulations regarding greenhouse gas emissions; • changes in the cost of consumables; • changes in the general rate of inflation in the economy; • changes in royalty, duty, and tax rates; • permitting costs and requirements; and • general demand for skilled labor, steel, cement, industrial equipment and other components required for mining, any of which could cause material and adverse changes to our future capital and operating costs.
We believe that our common stock currently is regularly traded on an established securities market. However, no assurance can be given in this regard and no assurance can be given that our common stock will remain regularly traded in the future. Non-U.S. holders should consult their own tax advisors concerning the consequences of disposing of shares of our common stock.
We believe that our common stock currently is regularly traded on an established securities market. However, no assurance can be given in this regard and no assurance can be given that our common stock will remain regularly traded in the future. Non-U.S. holders should consult their own tax advisors concerning the consequences of disposing of our common stock.
RISKS RELATED TO GOVERNMENT REGULATIONS AND INTERNATIONAL OPERATIONS We have subsidiaries, mineral projects, investments or other activities in the United States, the PRC, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries where the governments extensively regulate operations and assets, imposing significant actual and potential costs on us.
RISKS RELATED TO GOVERNMENT REGULATIONS AND INTERNATIONAL OPERATIONS We have subsidiaries, mineral projects, investments or other activities in the United States, the PRC, Chile, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries where the governments extensively regulate operations and assets, imposing significant actual and potential costs on us.
Our business activities and assets are is subject to increasingly strict laws and regulation by federal, state and local authorities in the jurisdictions in which we have subsidiaries, mineral projects, investments or other activities, including the United States, the PRC, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries.
Our business activities and assets are is subject to increasingly strict laws and regulation by federal, state and local authorities in the jurisdictions in which we have subsidiaries, mineral projects, investments or other activities, including the United States, the PRC, Chile, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries.
The FCPA also requires companies to maintain accurate books and records and internal controls. As we have certain subsidiaries, mineral projects and investments and other activities in other countries, including Colombia, Peru, Ivory Coast, Saudi Arabia and the PRC, there is a risk of potential FCPA violations.
The FCPA also requires companies to maintain accurate books and records and internal controls. As we have certain subsidiaries, mineral projects and investments and other activities in other countries, including Chile, Colombia, Peru, Ivory Coast, Saudi Arabia and the PRC, there is a risk of potential FCPA violations.
Non-U.S. holders may be subject to United States federal income tax on gain on the sale or other taxable disposition of shares of our common stock. Because we hold significant United States real property interests, we believe we are a “United States real property holding corporation” for United States federal income tax purposes.
Non-U.S. holders may be subject to United States federal income tax on gain on the sale or other taxable disposition of our common stock. Because we hold significant United States real property interests, we believe we are a “United States real property holding corporation” for United States federal income tax purposes.
Such arrangements are common in the mining industry and are often staged, with the company that is earning-in, earning an interest in the project at various stages and over various timeframes, resulting in a joint venture arrangement with the company that is the owner of the mineral project, or in some cases could result in the outright acquisition of the project from its owner. 68 Table of Contents If we do not make the required expenditures when contractually agreed, and if such failure occurs before earning any interest in a project, or if we otherwise fail to comply with the terms of such agreements, we may lose all of the expenditures and payments made to that time in respect of that mineral project and acquire no interest in such mineral project.
Such arrangements are common in the mining industry and are often staged, with the company that is earning-in, earning an interest in the project at various stages and over various timeframes, resulting in a joint venture arrangement with the company that is the owner of the mineral project, or in some cases could result in the outright acquisition of the project from its owner. 68 Table o f Contents If we do not make the required expenditures when contractually agreed, and if such failure occurs before earning any interest in a project, or if we otherwise fail to comply with the terms of such agreements, we may lose all of the expenditures and payments made to that time in respect of that mineral project and acquire no interest in such mineral project.
As a result, a non-U.S. holder generally will be subject to United States federal income tax with respect to any gain on the sale or other taxable disposition of shares of our common stock (and will be required to file a United States federal income tax return for the taxable year of such sale or other taxable disposition), unless our common stock is regularly traded on an established securities market and such non-U.S. holder did not actually or constructively hold more than 5% of our common stock at any time during the shorter of (a) the five-year period preceding the date of the sale or disposition and (b) the non-U.S. holder’s holding period in such stock.
As a result, a non-U.S. holder generally will be subject to United States federal income tax with respect to any gain on the sale or other taxable disposition of our common stock (and will be required to file a United States federal income tax return for the taxable year of such sale or other taxable disposition), unless our common stock is regularly traded on an established securities market and such non-U.S. holder did not actually or constructively hold more than 5% of our common stock at any time during the shorter of (a) the five-year period preceding the date of the sale or disposition of such common stock or (b) the non-U.S. holder’s holding period for such common stock.
If we are unable to prevent or effectively remedy errors, bugs, vulnerabilities or defects in our software and hardware, we may suffer damage to our brand, loss of customers, loss of revenue or liability for damages, any of which could adversely affect our business and financial results. 71 Table of Contents Our vanadium battery joint venture in the People’s Republic of China (“PRC”) may be negatively impacted by laws and policies of the Government of the PRC or the state of PRC-United States relations.
If we are unable to prevent or effectively remedy errors, bugs, vulnerabilities or defects in our software and hardware, we may suffer damage to our brand, loss of customers, loss of revenue or liability for damages, any of which could adversely affect our business and financial results. 71 Table o f Contents Our vanadium battery joint venture in the People’s Republic of China (“PRC”) may be negatively impacted by laws and policies of the Government of the PRC or the state of PRC-United States relations.
Acquisition transactions involve inherent risks, including but not limited to: • inaccurate assessments of the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates; • inability to exploit identified and anticipated operating and financial synergies; 74 Table of Contents • unanticipated costs; • diversion of management attention from existing business; • potential loss of our key employees or key employees of any business acquired; • unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition; • decline in the value of acquired properties, companies or securities; • inability to maintain our financial and strategic focus while integrating the acquired business or property; • inability to implement uniform standards, controls, procedures and policies at the acquired business, as appropriate; and • to the extent that we make an acquisition outside of markets in which we have previously operated, inability to conduct and manage operations in a new operating environment.
Acquisition transactions involve inherent risks, including but not limited to: • inaccurate assessments of the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates; • inability to exploit identified and anticipated operating and financial synergies; • unanticipated costs; • diversion of management attention from existing business; • potential loss of our key employees or key employees of any business acquired; • unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition; • decline in the value of acquired properties, companies or securities; • inability to maintain our financial and strategic focus while integrating the acquired business or property; • inability to implement uniform standards, controls, procedures and policies at the acquired business, as appropriate; and • to the extent that we make an acquisition outside of markets in which we have previously operated, inability to conduct and manage operations in a new operating environment.
Our business and financial performance will be significantly affected by fluctuations in the prices of the key minerals we are principally exploring for (copper, nickel, gold, vanadium, cobalt, platinum group elements and silver).
Our business and financial performance will be significantly affected by fluctuations in the prices of the key minerals we are principally exploring for (copper, nickel, gold, cobalt, platinum group elements, and silver).
We may be unable to exert control over strategic decisions made in respect of such joint ventures. Joint ventures and similar arrangements may also impose financial, operational and other requirements on each of the parties.
We may be unable to exert control over strategic decisions made in respect of such joint ventures or similar arrangements. Joint ventures and similar arrangements may also impose financial, operational and other requirements on each of the parties.
If and when we begin generating revenue from future mining operations, a significant portion of our revenue is expected to come from a small number of mines or even a single mine, which means that adverse developments at these properties could have a more significant or lasting impact on our results of operations than if our revenue was less concentrated. 67 Table of Contents Joint ventures and other partnerships in relation to our properties may expose us to risks.
If and when we begin generating revenue from future mining operations, a significant portion of our revenue is expected to come from a small number of mines or even a single mine, which means that adverse developments at these properties could have a more significant or lasting impact on our results of operations than if our revenue was less concentrated. 67 Table o f Contents Joint ventures and other partnerships in relation to our properties may expose us to risks.
We may experience disruptions in the future, which could adversely affect our business and our exploration and development activities. Recent tariff announcements and other developments in international trade policies and regulations could adversely affect our operations and outlook.
We may experience disruptions in the future, which could adversely affect our business and our exploration and development activities. Tariff announcements and other developments in international trade policies and regulations could adversely affect our operations and outlook.
In addition, you may not be able to enforce certain civil liabilities predicated upon U.S. federal or state securities laws in non-US jurisdictions against us, our directors and executive officers and certain of the experts named in this Annual Report or the assets of such persons. 83 Table of Contents Item 1B. Unresolved Staff Comments None.
In addition, you may not be able to enforce certain civil liabilities predicated upon U.S. federal or state securities laws in non-US jurisdictions 83 Table o f Contents against us, our directors and executive officers and certain of the experts named in this Annual Report or the assets of such persons. Item 1B. Unresolved Staff Comments None.
The Mineral Resource calculations for our projects are only estimates and may not reflect the amount of minerals that may ultimately be extracted from those projects.
The Mineral Resource and Mineral Reserve calculations for our projects are only estimates and may not reflect the amount of minerals that may ultimately be extracted from those projects.
Those reviews could result in adverse tax consequences and unexpected financial costs and exposure. 79 Table of Contents RISKS RELATED TO OUR COMMON STOCK Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to warrants or our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause the price of our common stock to decline .
Those reviews could result in adverse tax consequences and unexpected financial costs and exposure. 79 Table o f Contents RISKS RELATED TO OUR COMMON STOCK Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to warrants or our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause the price of our common stock to decline .
These laws and regulations include, without limitation, those related to tax; employment; benefits; health and safety; the environment; exports/imports; national security; price and foreign exchange controls; anticorruption; land use; mine permitting and licensing requirements; exploration and drilling activities; reclamation and restoration of properties after mining is completed; management of materials generated by mining operations; dealing with local or disadvantaged communities; possible state intervention; and storage, treatment and disposal of wastes and hazardous materials, among other things.
These laws and regulations include, without limitation, those related to tax; employment; benefits; health and safety; the environment; exports/imports; national security; price and foreign exchange controls; anti-corruption; land use; mine permitting and licensing requirements; exploration and drilling activities; reclamation and restoration of properties after mining is completed; management of materials generated by mining operations; dealing with local or disadvantaged communities; possible state intervention; and storage, treatment and disposal of wastes and hazardous materials, among other things.
Our future growth and productivity will depend, in part, on our ability to successfully develop and maintain commercially mineable mineral deposits at our existing properties or identify and 63 Table of Contents acquire other commercially mineable mineral deposits, as well as on the costs of and results of continued exploration and potential development programs at our mineral projects.
Our future growth and productivity will depend, in part, on our ability to successfully develop and maintain commercially mineable mineral deposits at our existing properties or identify and 63 Table o f Contents acquire other commercially mineable mineral deposits, as well as on the costs of and results of continued exploration and potential development programs at our mineral projects.
To the extent the Ma’aden Top-Up Right is exercised, such exercise would cause dilution to our shareholders. Any decision by Ma’aden not to exercise Ma’aden Top-Up Right could adversely affect the price of our common stock. The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock.
To the extent the Maaden Top-Up Right is exercised, such exercise would cause dilution to our shareholders. Any decision by Maaden not to exercise Maaden Top-Up Right could adversely affect the price of our common stock. The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock.
The liabilities and requirements associated with the laws and regulations related to these and other matters, including with respect to air emissions, water discharges and other environmental matters, may be costly and time-consuming and may restrict, delay or prevent commencement or continuation of exploration or production operations.
The liabilities and requirements associated with the laws and regulations related to these and other matters, including with respect to air emissions, water discharges, archaeological and other environmental matters, may be costly and time-consuming and may restrict, delay or prevent commencement or continuation of exploration. development or production operations.
We have no history of mineral production and may never engage in mineral production. All of our mineral projects are at the exploration stage and have never been mined by us nor have we produced any revenue from mining operations.
We have no history of mineral production and may never engage in mineral production. Many of our mineral projects are at the exploration stage and have never been mined by us nor have we produced any revenue from mining operations.
We may never develop and produce minerals from a commercially viable Ore Body or mine. 62 Table of Contents We have a history of negative operating cash flows and net losses and we may never achieve or sustain profitability. We have a history of negative operating cash flows and net losses.
We may never develop and produce minerals from a commercially viable Ore Body or mine. 62 Table o f Contents We have a history of negative operating cash flows and net losses and we may never achieve or sustain profitability. We have a history of negative operating cash flows and net losses.
Enforcement of laws in some of the jurisdictions in which we operate may depend on and be subject to the interpretation of such laws by the relevant governmental authorities, and such authority may adopt an interpretation of an aspect of local law that differs from the advice that has been given to us by local lawyers or even by the relevant local 78 Table of Contents authority itself.
Enforcement of laws in some of the jurisdictions in which we operate may depend on and be subject to the interpretation of such laws by the relevant governmental authorities, and such authority may adopt an interpretation of an aspect of local law that differs from the advice that has been given to us by local lawyers or even by the relevant local authority itself.
Ma’aden may exercise this right each time we issue shares (or securities convertible into shares) for cash as part of an equity financing transaction and in certain other circumstances.
Maaden may exercise this right each time we issue shares (or securities convertible into shares) for cash as part of an equity financing transaction and in certain other circumstances.
There is a risk that such illegal miners may oppose activities at the San Matias Project or the Pinaya Project and this may result in a disruption to the planned development and/or mining and processing operations, all of which may have an adverse effect on our investment in these projects.
There is a risk that such illegal miners may oppose activities at the Alacran Project or the Pinaya Project and this may result in a disruption to the planned development and/or mining and processing operations, all of which may have an adverse effect on our investment in these projects.
Accordingly, we could face risks such as: • greater difficulty in obtaining effective legal redress in the courts of such jurisdictions, whether in respect of a breach of law or regulation, or in an ownership dispute; • a higher degree of discretion on the part of governmental authorities, which leads to greater uncertainty; • the lack of judicial or administrative guidance on interpreting applicable rules and regulations; • inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or • relative inexperience of the judiciary and courts in such matters.
Accordingly, we could face risks such as: • greater difficulty in obtaining effective legal redress in the courts of such jurisdictions, whether in respect of a breach of law or regulation, or in an ownership dispute; • a higher degree of discretion on the part of governmental authorities, which leads to greater uncertainty; • the lack of judicial or administrative guidance on interpreting applicable rules and regulations; • inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or 78 Table o f Contents • relative inexperience of the judiciary and courts in such matters.
If we are unable to obtain such equipment and components at cost effective prices, our ability to assemble and sell vanadium batteries in the United States may be materially and adversely affected. There is no assurance that Red Sun will satisfy its payment obligations to the VRB China Joint Venture and to us in full or in a timely manner.
If we are unable to obtain such equipment and components at cost effective prices, our ability to assemble and sell vanadium batteries in the United States may be materially and adversely affected. There is no assurance that Red Sun will satisfy its payment obligations to us in full or in a timely manner.
We may face opposition from organizations that oppose mining which may disrupt or delay our mining projects. There is an increasing level of public concern relating to the effects of mining on the natural landscape, in communities and on the environment.
We may face opposition from organizations that oppose mining which may disrupt or delay our mining projects. There is an increasing level of public concern relating to the effects of both mineral exploration and mining on the natural landscape, in communities and on the environment.
We have mineral projects, investments or other activities in the United States, the PRC, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries.
We have mineral projects, investments or other activities outside the United States, in the PRC, Chile, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries.
The litigation process 70 Table of Contents is uncertain and it is possible that the second proceeding is resolved against Cordoba, which could have a material adverse effect on its business, results of operations, financial condition and prospects.
The litigation process is uncertain and it is possible that the second proceeding is resolved against Cordoba, which could have a material adverse effect on its business, results of operations, financial condition and prospects.
An unknown title defect on any of our mineral projects (or any portion thereof) could 64 Table of Contents adversely affect our ability to explore, develop and/or mine the projects and/or process the minerals that we mine in the future.
An unknown title defect on any of our mineral projects (or any portion thereof) could adversely affect our ability to explore, develop and/or mine the projects and/or process the minerals that we mine in the future.
Accordingly, permits required for our activities may not be issued, maintained or renewed in a timely fashion or at all, may be issued or renewed 65 Table of Contents upon conditions that restrict our ability to conduct our operations economically, or may be subsequently revoked.
Accordingly, permits required for our activities may not be issued, maintained or renewed in a timely fashion or at all, may be issued or renewed upon conditions that restrict our ability to conduct our operations economically, or may be subsequently revoked.
Such disputes to enforce our contractual rights could have adverse effects on our business, results of operations and financial condition. Title to our properties may also be challenged, and we may not have, or may not be able to obtain, all necessary surface rights to develop a property.
Such disputes to enforce our contractual rights could have adverse effects on our business, results of operations and financial condition. 64 Table o f Contents Title to our properties may also be challenged, and we may not have, or may not be able to obtain, all necessary surface rights to develop a property.
If we decide to develop our U.S. mineral properties in the future, tariffs could increase our development costs and capital expenditures, which may affect the projected economics of our projects. Recent tariff actions have resulted in market uncertainty and volatility.
If we decide to develop our U.S. mineral properties in the future, tariffs could increase our development costs and capital expenditures, which may affect the projected economics of our projects. 77 Table o f Contents Recent tariff actions have resulted in market uncertainty and volatility.
Any such failure to obtain, maintain or renew permits, or other permitting delays or conditions, including in connection with any environmental impact analyses, could have a material adverse effect on our business, results of operations and financial condition.
Any such 65 Table o f Contents failure to obtain, maintain or renew permits, or other permitting delays or conditions, including in connection with any environmental impact analyses, could have a material adverse effect on our business, results of operations and financial condition.
We have in the past entered into, are currently party to, and may in the future enter into, joint ventures, such as our current joint ventures with Ma’aden, Sama, and Red Sun, or other arrangements with parties in relation to the exploration, development, and production of certain of the properties in which we have an interest.
We have in the past entered into, are currently party to, and may in the future enter into, joint ventures or similar arrangements, such as our current joint ventures and collaborations with Maaden, SQM, BHP, Sama, and Red Sun, or other arrangements with parties in relation to the exploration, development, and production of certain of the properties in which we have an interest.
This and we have not yet obtained the water rights to support some of our potential development activities and our inability to obtain those rights could prevent us from pursuing those activities. As well, underground mining operations often encounter groundwater and aquifers that complicate the development and operation of underground mines.
This and we have not yet obtained the water rights to support some of our potential development activities and our inability to obtain those rights could prevent us from pursuing those activities. As well, underground mining operations often encounter groundwater and aquifers that complicate the development and operation of underground mines, including at the Santa Cruz Copper Project.
The Court now should: (i) issue a decision on the injunction; and (ii) schedule date and time for the initial hearing. While the court matters proceed, Cordoba will incur additional costs that will negatively impact its financial position.
The Court now should: (i) issue a decision on the injunction; and (ii) schedule date and time for the initial hearing. While the court 70 Table o f Contents matters proceed, Cordoba will incur additional costs that will negatively impact its financial position.
Certain provisions in our amended and restated certificate of incorporation and second amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • our amended and restated certificate of incorporation requires that amendments to certain provisions of our amended and restated certificate of incorporation or amendments to our second amended and restated bylaws generally require the approval of at least 66 and 2∕3% of the voting power of our outstanding capital stock; • our stockholders are only able to take action at a meeting of stockholders and are not able to take action by written consent for any matter; • our amended and restated certificate of incorporation does not provide for cumulative voting; • vacancies on our Board of Directors are able to be filled only by our Board of Directors and not by stockholders; • a special meeting of our stockholders may only be called by the chairperson of our Board of Directors or our Chief Executive Officer, as applicable, or a majority of our Board of Directors; • restrict the forum for certain litigation against us to Delaware or the federal courts of the United States, as applicable; • our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and • advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders. 81 Table of Contents Moreover, Section 203 of the Delaware General Corporation Law (the “DGCL”) may discourage, delay or prevent a change in control of our company.
Certain provisions in our amended and restated certificate of incorporation and second amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • our amended and restated certificate of incorporation requires that amendments to certain provisions of our amended and restated certificate of incorporation or amendments to our second amended and restated bylaws generally require the approval of at least majority of the voting power of our outstanding capital stock; • our stockholders are only able to take action at a meeting of stockholders and are not able to take action by written consent for any matter; • our amended and restated certificate of incorporation does not provide for cumulative voting; • vacancies on our Board of Directors are able to be filled only by our Board of Directors and not by stockholders; • a special meeting of our stockholders may only be called by the chairperson of our Board of Directors or our Chief Executive Officer, as applicable, or a majority of our Board of Directors; • restrict the forum for certain litigation against us to Delaware or the federal courts of the United States, as applicable; • our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and 81 Table o f Contents • advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
Our business and activities are subject to a number of risks and hazards, including, but not limited to, adverse environmental conditions, metallurgical and other processing problems, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground control problems, cave-ins, changes in the regulatory environment, mechanical equipment failure, facility performance problems, fires and natural phenomena such as inclement weather conditions, floods, landslides and earthquakes, and defective title.
Our insurance may not provide adequate coverage in the event of a loss. 73 Table o f Contents Our business and activities are subject to a number of risks and hazards, including, but not limited to, adverse environmental conditions, metallurgical and other processing problems, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground control problems, cave-ins, changes in the regulatory environment, mechanical equipment failure, facility performance problems, fires and natural phenomena such as inclement weather conditions, floods, landslides and earthquakes, and defective title.
We are dependent on the leadership of our executive management team and key employees. Our exploration activities and any future mine development, as well as the construction and operation of a mine depend to a significant extent on the continued service and performance of the executive management team.
Our exploration activities and any future mine development, as well as the construction and operation of a mine depend to a significant extent on the continued service and performance of the executive management team.
These risks include: • the possible unilateral cancellation or forced re-negotiation of contracts and licenses; • unfavorable or arbitrary changes in laws and regulations; 76 Table of Contents • arbitrary royalty and tax increases; • claims by governmental entities or indigenous communities; • expropriation or nationalization of property; • political instability (including civil strife, insurrection and potentially civil war); • significant fluctuations in currency exchange rates; • currency controls; • local ownership requirements; • social and labor unrest, organized crime, hostage taking, terrorism and violent crime; • uncertainty regarding the enforceability of contractual rights and judgments; and • other risks arising out of foreign governmental sovereignty over areas in which our mineral properties are located.
These risks include: • the possible unilateral cancellation or forced re-negotiation of contracts and licenses; • unfavorable or arbitrary changes in laws and regulations; • arbitrary royalty, tariff and tax increases; • claims by governmental entities or indigenous communities; • expropriation or nationalization of property; • political instability (including civil strife, insurrection and potentially civil war); • significant fluctuations in currency exchange rates; • currency controls; • local ownership requirements; • social and labor unrest, organized crime, hostage taking, terrorism and violent crime; • uncertainty regarding the enforceability of contractual rights and judgments; • other risks arising out of foreign governmental sovereignty over areas in which our mineral properties are located; and • disputes or deterioration of relations between and among countries may adversely affect the political, economic, social and other factors to which we are subject.
Adverse fluctuations in these currencies relative to each other and relative to the currencies in which we incur expenditures could materially and adversely affect our financial position and the costs of our exploration and development activities. We do not engage in currency or commodity hedging activities. Our insurance may not provide adequate coverage in the event of a loss.
Adverse fluctuations in these currencies relative to each other and relative to the currencies in which we incur expenditures could materially and adversely affect our financial position and the costs of our exploration and development activities. We do not engage in currency or commodity hedging activities.
Due to any of these or other factors, the operating costs at any such future mine may be significantly higher than those set forth in a Pre-Feasibility or Feasibility Study that we may ultimately prepare and will use as a basis for construction of a mine.
Due to any of these or other factors, the operating costs at the Santa Cruz Copper Project or other projects may be significantly higher than those set forth in the PFS or any other Pre-Feasibility or Feasibility Study that we may ultimately prepare and use as a basis for construction of a mine.
We may not be able to obtain secure and sufficient supplies of power and water at reasonable costs at any of our mineral projects and the failure to do so could have a material adverse effect on our ability to develop and operate a mine, and on our financial condition and results of operations. 69 Table of Contents Our success depends on developing and maintaining relationships with local communities and stakeholders.
We may not be able to obtain secure and sufficient supplies of power and water at reasonable costs at 69 Table o f Contents any of our mineral projects and the failure to do so could have a material adverse effect on our ability to develop and operate a mine, and on our financial condition and results of operations.
Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock.
These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock.
An increase in prices of power and water supplies, including infrastructure, could negatively affect our future operating costs, financial condition, and ability to develop and operate a mine.
The presence of water may therefore materially and adversely affect the costs of development and operating a mine. An increase in prices of power and water supplies, including infrastructure, could negatively affect our future operating costs, financial condition, and ability to develop and operate a mine.
In the event that Ma’aden does not exercise the Ma’aden Top-Up Right, the ownership threshold for purposes of Ma’aden Top-Up Right will be reduced to its ownership level after giving effect to the dilutive issuance.
In the event that Maaden does not exercise the Maaden Top-Up Right, the ownership threshold for purposes of Maaden Top-Up Right will be reduced to its ownership level after giving effect to the dilutive issuance. The Maaden Top-Up Right will expire on July 6, 2028.
See “Risks Related to our Mining Businesses and the Mining Industry -- Our subsidiary, Cordoba, is involved in lengthy litigation, which may adversely affect the value of our investment in it and its mineral projects”.
See “Risks Related to our Mining Businesses and the Mining Industry -- Our subsidiary, Cordoba, is involved in lengthy litigation, which may adversely affect the value of our investment in it and its mineral projects”. We are subject to the risk of labor disputes, which could adversely affect our business.
The presence of such water often requires additional engineering and capital to safely extract Ore from areas of water ingress and/or dewatering operations which increases both the capital and operating costs of underground mine development. The presence of water may therefore materially and adversely affect the costs of development and operating a mine.
The presence of such water often requires additional engineering and capital to safely develop the mine and to subsequently extract Ore from areas of water ingress and/or dewatering operations, which increases both the capital and operating costs of underground mine development and operation.
Our mineral properties are in the exploration stage and we have limited sources of revenue from which to pay indebtedness. If we are unable to pay existing or future indebtedness when due, the holders will have rights against us, and in the case of secured indebtedness, the holders may potentially seize or sell the assets subject to the security interest.
If we are unable to pay existing or future indebtedness when due, the holders will have rights against us, and in the case of secured indebtedness, the holders may potentially seize or sell the assets subject to the security interest.
Continued market uncertainty or volatility, or any broader economic challenges resulting from adverse developments in internal trade policies, could adversely affect the price of our stock, our ability to raise additional capital or the prices of the metals that we hope to produce, should we develop any of our mineral projects. 77 Table of Contents Our subsidiary Cordoba operates in a jurisdiction, Colombia, which has heightened security risks.
Continued market uncertainty or volatility, or any broader economic challenges resulting from adverse developments in internal trade policies, could adversely affect the price of our stock, our ability to raise additional capital or the prices of the metals that we hope to produce, should we develop any of our mineral projects.
On February 13, 2025, the U.S. announced a plan to implement additional reciprocal tariffs against other countries. Additional tariff actions may be taken by the U.S. and foreign governments. We are unable to predict the ultimate result and duration of any tariff actions by the U.S. government, or countermeasures that may be taken by other nations.
Additional tariff actions may be taken by the U.S. and foreign governments. We are unable to predict the ultimate result and duration of any tariff actions by the U.S. government, or countermeasures that may be taken by other nations.
These risks could result in damage to, or destruction of, our mineral 73 Table of Contents properties or production facilities, personal injury or death, environmental damage, delays in exploration, mining or processing, increased production costs, asset write downs, monetary losses and legal liability.
These risks could result in damage to, or destruction of, our mineral properties or production facilities, personal injury or death, environmental damage, delays in exploration, mining or processing, increased production costs, asset write downs, monetary losses and legal liability. Our property and liability insurance may not provide sufficient coverage for losses related to these or other hazards.
We may not be able to maintain a satisfactory working relationship with our employees in the future. Our activities and business could be adversely affected by the effects of health epidemics and other public health threats, pandemic, in regions where we conduct our business operations. Our business and exploration activities could be adversely affected by health epidemics or pandemics.
Our activities and business could be adversely affected by the effects of health epidemics and other public health threats, pandemic, in regions where we conduct our business operations. Our business and exploration activities could be adversely affected by health epidemics or pandemics.
Our property and liability insurance may not provide sufficient coverage for losses related to these or other hazards. Insurance against certain risks, including those related to defective title, environmental matters or other hazards resulting from exploration and production, is generally not available to us or to other companies within the mining industry.
Insurance against certain risks, including those related to defective title, environmental matters or other hazards resulting from exploration and production, is generally not available to us or to other companies within the mining industry. Our current insurance coverage may not continue to be available at economically feasible premiums, or at all.
Any acquisitions we make may not be successful or achieve the expected benefits. We regularly consider and evaluate opportunities to acquire assets, companies and operations, including prospective mining projects or properties. We may not be able to successfully integrate any acquired assets, companies or operations, and prospective mining projects or properties that we acquire may not develop as anticipated.
Any acquisitions we make may not be successful or achieve the expected benefits. 74 Table o f Contents We regularly consider and evaluate opportunities to acquire assets, companies and operations, including prospective mining projects or properties.
We may incur material costs and liabilities resulting from claims for damages to property or injury to persons arising from our operations. If we are pursued for sanctions, costs and liabilities in respect of these matters, our mining operations and, as a result, our financial performance, financial position and results of operations, could be materially and adversely affected.
If we are pursued for sanctions, costs and liabilities in respect of these matters, our exploration activities or mining operations and, as a result, our financial performance, financial position and results of operations, could be materially and adversely affected.
If significant amounts of our shares are sold, or if it is perceived that they will be sold, in the public market, the market price of our common stock could decline. Ma’aden holds certain top-up rights that could lead to further dilution or adversely affect our stock price.
If significant amounts of our shares are sold, or if it is perceived that they will be sold, in the public market, the market price of our common stock could decline.
The Court of Chancery of the State of Delaware and the federal district courts of the United States may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders. 82 Table of Contents We do not currently intend to pay dividends on our common stock and consequently, the ability to achieve a return on investment will depend on appreciation in the price of our common stock.
The Court of Chancery of the State of Delaware and the federal district courts of the United States may also reach different judgments 82 Table o f Contents or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.
Section 203 imposes certain restrictions on mergers, business combinations and other transactions between us and holders of 15% or more of our common stock. These provisions, alone or together, could discourage, delay or prevent a transaction involving a change in control of our company.
Moreover, Section 203 of the Delaware General Corporation Law (the “DGCL”) may discourage, delay or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations and other transactions between us and holders of 15% or more of our common stock.
As a U.S.-based mining company with operations internationally, including operations and business activities in various countries including Canada and China, we are sensitive to changes in international trade policies and regulations. On February 1, 2025, the U.S.
As a U.S.-based mining company with operations internationally, including operations and business activities in various countries including Canada and China, we are sensitive to changes in international trade policies and regulations. In 2025, the U.S. President announced various tariff plans that included the imposition of U.S. tariffs on various countries for products such as steel and aluminum.
Our current insurance coverage may not continue to be available at economically feasible premiums, or at all. In addition, we do not carry business interruption insurance relating to our properties. Any losses from these events may cause us to incur significant costs that could have a material adverse effect on our business, financial position and results of operations.
In addition, we do not carry business interruption insurance relating to our properties. Any losses from these events may cause us to incur significant costs that could have a material adverse effect on our business, financial position and results of operations. We are dependent on the leadership of our executive management team and key employees.
In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock. As a result, stockholders must rely on sales of their shares of common stock after price appreciation as the only way to realize any future gains on their investment.
As a result, stockholders must rely on sales of their shares of common stock after price appreciation as the only way to realize any future gains on their investment.
The Typhoon TM technology we utilize in our exploration activities is based on patents owned by our subsidiary Geo27. In addition, we are also the exclusive worldwide licensee of certain legacy technology from I-Pulse and its affiliates, related to mineral exploration.
In addition, we are also the exclusive worldwide licensee of certain legacy technology from I-Pulse and its affiliates, related to mineral exploration.
We also issue securities to employees and directors pursuant to our equity incentive plans. If we sell common stock, convertible securities, or other equity securities in subsequent transactions, or common stock is issued pursuant to warrants or equity incentive plans, our investors’ holdings may be materially diluted.
If we sell common stock, convertible securities, or other equity securities in subsequent transactions, or common stock is issued pursuant to warrants or equity incentive plans, our investors’ holdings may be materially diluted. In addition, new investors in such subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our common stock.
Actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated and future development activities may not result in profitable mining operations.
Any failure to timely meet our obligations under these instruments may adversely affect our assets, results of operations and future prospects. Actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated and future development activities may not result in profitable mining operations.
Our exploration programs and activities may therefore not result in the discovery, development or production of a commercially viable Ore Body or mine. Currently, the San Matias Project is our only project with mineral reserves. Even if mineralization is discovered, that mineralization may not be economic to mine.
Our exploration programs and activities may therefore not result in the discovery, development or production of a commercially viable Ore Body or mine. Currently, the Santa Cruz Copper Project and the Alacrán Project are our only projects with mineral reserves.
We are subject to the risk of labor disputes, which could adversely affect our business. 75 Table of Contents We may experience labor disputes in the future, including protests, blockades and strikes, which could disrupt our business operations and have an adverse effect on our business and results of operations.
We may experience labor disputes in the future, including protests, blockades and strikes, which could disrupt our business operations and have an adverse effect on our business and results of operations. We may not be able to maintain a satisfactory working relationship with our employees in the future.
The validity and scope of claims relating to vanadium-based battery 72 Table of Contents technology and Typhoon TM technology patents involve complex scientific, legal and factual questions and analysis and, therefore, may be highly uncertain, expensive and time-consuming.
Our success also depends largely on our ability to use and develop our technology and know-how without infringing the intellectual property rights of third parties. The validity and scope of claims relating to vanadium-based battery technology and Typhoon TM technology patents involve complex scientific, legal and factual questions and analysis and, therefore, may be highly uncertain, expensive and time-consuming.
As such, our activities in these countries are subject to significant risks not necessarily present in the United States and additional risks inherent in exploration and resource extraction by foreign companies. Our exploration and future development and production activities in these countries are therefore subject to heightened risks, many of which are beyond our control.
We are also subject to the risks of 76 Table o f Contents deteriorating relations between or among the countries in which we operate. As such, our activities in these countries are subject to significant risks not necessarily present in the United States and additional risks inherent in exploration and resource extraction by foreign companies.
As these companies further explore and advance these projects towards production, each must enter into discussions with illegal miners operating at the projects.
Artisanal and illegal miners are present at the Alacran Project in Colombia (owned directly by Cordoba) and the Pinaya Project in Peru. As these companies further explore and advance these projects towards production, they must enter into discussions with illegal miners operating at the projects.
In addition, new investors in such subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our common stock. If a substantial number of our shares of common stock are sold, or it is perceived that they will be sold, in the public market, the market price of our common stock could decline.
If a substantial number of our shares of common stock are sold, or it is perceived that they will be sold, in the public market, the market price of our common stock could decline. Sales of a substantial number of shares of our common stock in the public market could occur at any time.
Any such events could have a material adverse effect on Cordoba’s business, results of operations, financial condition and prospects. Illegal mining activities may negatively impact our ability to explore, develop and operate some mineral projects. Artisanal and illegal miners are present at the San Matias Project in Colombia (owned directly by Cordoba) and the Pinaya Project in Peru.
This may include the inability to access the project site, as well as damage to property and injury or death to our personnel. Any such events could have a material adverse effect on Cordoba’s business, results of operations, financial condition and prospects. Illegal mining activities may negatively impact our ability to explore, develop and operate some mineral projects.
We may be subject to claims or legal proceedings covering a wide range of matters that arise in the ordinary course of business activities. These matters may result in litigation which can distract management from our business or have an unfavorable resolution, which could materially and adversely impact our business, financial condition and results of operations.
These matters may result in litigation which can distract management from our business or have an 75 Table o f Contents unfavorable resolution, which could materially and adversely impact our business, financial condition and results of operations.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSee Note 21 of our Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data.
Biggest changeThe Cost Sharing Agreement has been terminated. See Note 20 of our Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data.
Item 2. Properties See Item 1. Business for information about our mineral properties. In March 2023, we entered into a five-year lease for office space in Tempe, Arizona, which now serves as our headquarters. Global Mining Management Corp. provides us with office space for our office in Vancouver, Canada, pursuant to a Cost Sharing Agreement.
Item 2. Properties See Item 1. Business for information about our mineral properties. In March 2023, we entered into a five-year lease for office space in Tempe, Arizona, which now serves as our headquarters. Global Mining Management Corp. provided us with office space for our office in Vancouver, Canada, pursuant to a Cost Sharing Agreement up until October 2025.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed8 unchanged
Biggest changeAs well, the litigation process is uncertain and it is possible that the second proceeding is resolved against Cordoba, which could have a material adverse effect on its business, results of operations, financial condition and prospects. Item 4. Mine Safety Disclosures Not applicable. 84 Table of Contents Part II
Biggest changeAs well, the litigation process is uncertain and it is possible that the second proceeding is resolved against Cordoba, which could have a material adverse effect on its business, results of operations, financial condition and prospects. 84 Table o f Contents

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

29 edited+8 added−3 removed24 unchanged
Biggest changeSpecifically, a 30% withholding tax may be imposed on dividends paid to a non-U.S. holder on, or subject to the proposed Treasury Regulations discussed below, gross proceeds from the disposition of, our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (i) the foreign financial institution undertakes certain diligence and reporting obligations, (ii) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules.
Biggest changeFATCA Provisions of the Code (commonly referred to as the Foreign Account Tax Compliance Act, or FATCA) generally impose a 30% withholding tax on dividends (including constructive dividends) on, and gross proceeds from the sale or other disposition of, our common stock paid if to or through a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (i) the foreign entity is a foreign financial institution and undertakes certain due diligence, reporting, withholding and certification obligations, (ii) the foreign entity is a non-financial foreign entity and either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (iii) the foreign financial institution or non-financial foreign entity is otherwise excepted under FATCA.
If the amount of a distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as a tax-free return of capital that reduces the non-U.S. holder’s adjusted basis in such holder’s common stock, but not below zero.
If the amount of a distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as a tax-free return of capital that reduces the non-U.S. holder’s adjusted tax basis in such holder’s common stock, but not below zero.
If gain on the sale or other taxable disposition of shares of our common stock by a non-U.S. holder is subject to United States federal income taxation by reason of such stock being treated as a USRPI, such non-U.S. holder generally would be subject to regular United States federal income tax with respect to such gain in the same manner as a taxable U.S. holder and would be required to file a United States federal income tax return for the taxable year in which such gain was recognized.
If gain on the sale or other taxable disposition of our common stock by a non-U.S. holder is subject to United States federal income taxation by reason of such stock being treated as a USRPI, such non-U.S. holder generally would be subject to regular United States federal income tax with respect to such gain in the same manner as a taxable U.S. holder and would be required to file a United States federal income tax return for the taxable year in which such gain was recognized.
Prospective investors should consult their own tax advisors with respect to the application of the United States federal income tax laws to their particular situation, as well as any tax consequences of the purchase, ownership and disposition of our common stock arising under other United States federal tax rules or under the laws of any state, local, non-U.S. or other taxing jurisdiction or under any applicable tax treaty.
Prospective investors should consult their own tax advisors with respect to the application of the United States federal income tax laws to their particular situation, as well as any tax consequences of the acquisition, ownership and disposition of our common stock arising under other United States federal tax rules, under the laws of any state, local, non-U.S. or other taxing jurisdiction or under any applicable tax treaty.
Generally, to claim the benefits of an income tax treaty, a non-U.S. holder will be required to provide a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Forms. In the case of any constructive distribution, it is possible that this tax would be withheld from any amount owed to the non-U.S.
Generally, to claim the benefits of an income tax treaty, a non-U.S. holder will be required to provide a properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Forms. In the case of any constructive distribution, it is possible that this tax would be withheld from any amount owed to the non-U.S.
Securities Authorized for Issuance Under Equity Compensation Plans See Item 12. Recent Sales of Unregistered Securities During the year ended December 31, 2024, we did not sell any unregistered equity securities except as previously reported on Form 10-Q or Form 8-K.
Securities Authorized for Issuance Under Equity Compensation Plans See Item 12. Recent Sales of Unregistered Securities During the year ended December 31, 2025, we did not sell any unregistered equity securities except as previously reported on Form 10-Q or Form 8-K.
Subject to the discussion below regarding effectively connected income, FATCA (as defined below) and backup withholding, distributions treated as dividends on our common stock held by a non-U.S. holder generally will be subject to United States federal withholding tax at a rate of 30%, or at a lower rate if provided by an applicable income tax treaty and 86 Table of Contents the non-U.S. holder has provided the documentation required to claim benefits under such treaty.
Subject to the discussion below regarding effectively connected income, FATCA (as defined below) and backup withholding, distributions treated as dividends on our common stock held by a non-U.S. holder generally will be subject to United States federal withholding tax at a rate of 30%, or at a lower rate if provided by an applicable income tax treaty and the non-U.S. holder has provided the documentation required to claim benefits under such income tax treaty.
In addition, the purchaser of our shares of common stock from a non-U.S. holder generally would be required to withhold and remit to the IRS 15% of the purchase price paid to such non-U.S. holder unless, at the time of such sale or other disposition, any class of our stock is regularly traded on an established securities market (as discussed above) or another exception to such withholding applies.
In addition, the purchaser of such common stock from a non-U.S. holder generally would be required to withhold and remit to the IRS 15% of the purchase price paid to such non-U.S. holder unless, at the time of such sale or other disposition, our common stock is regularly traded on an established securities market (as discussed above) or another exception to such withholding applies.
However, if we make a distribution of cash or other property (other than certain pro rata distributions of our common stock) in respect of our common stock, the distribution will be treated as a dividend for United States federal income tax purposes to the extent it is paid from our current or accumulated earnings and profits (as determined under United States federal income tax principles).
However, if we make a distribution of cash or other property (other than certain pro rata distributions of our common stock) in respect of our common stock, the distribution (including any constructive distribution) will be treated as a dividend for United States federal income tax purposes to the extent it is paid from our current or accumulated earnings and profits (as determined under United States federal income tax principles).
Sale, Exchange or Other Disposition of Our Common Stock Subject to the discussion below regarding backup withholding and FATCA (as defined below), a non-U.S. holder generally will not be subject to United States federal income or withholding tax on any gain realized on the sale or other disposition of our common stock unless: • such non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of such sale or disposition, and certain other conditions are met; • such gain is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States (and, if an applicable tax treaty so provides, is attributable to a permanent establishment or a fixed base maintained by the non-U.S. holder in the United States); or • our common stock constitutes a United States real property interest (“USRPI”) by reason of our status as a USRPHC at any time within the shorter of the five-year period preceding the disposition or the non-U.S. holder’s holding period for our common stock.
Sale, Exchange or Other Taxable Disposition of Our Common Stock Subject to the discussion below regarding FATCA and backup withholding, a non-U.S. holder generally will not be subject to United States federal income or withholding tax on any gain realized on the sale or other taxable disposition of our common stock unless: 88 Table o f Contents • such non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of such sale or disposition, and certain other conditions are met; • such gain is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States (and, if an applicable tax treaty so provides, is attributable to a permanent establishment or a fixed base maintained by the non-U.S. holder in the United States); or • our common stock constitutes a United States real property interest (“USRPI”) by reason of our status as a USRPHC at any time within the shorter of the five-year period preceding the disposition or the non-U.S. holder’s holding period for our common stock.
As a USRPHC, if our common stock is “regularly traded” on an “established securities market” (in each case, as defined by applicable Treasury Regulations) (the “Regularly Traded Exception”) during the calendar year in which a non- 87 Table of Contents U.S. holder disposes of our stock, the non-U.S. holder would not be subject to taxation on the gain on the disposition of our common stock under this rule unless the non-U.S. holder has, actually or constructively, owned more than 5% of our outstanding common stock at any time during the shorter of the five-year period ending on the date of the disposition of such common stock or the non-U.S. holder’s holding period for such common stock.
As a USRPHC, if our common stock is “regularly traded” on an “established securities market” (in each case, as defined by applicable Treasury Regulations) (the “Regularly Traded Exception”) during the calendar year in which a non-U.S. holder disposes of our stock, the non-U.S. holder would not be subject to taxation on the gain on the disposition of our common stock under this rule unless the non-U.S. holder has, actually or constructively, owned more than 5% of our outstanding common stock at any time during the shorter of the five-year period ending on the date of the disposition of such common stock or the non-U.S. holder’s holding period for such common stock (a “5% Shareholder”).
If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (i) above, it must enter into an agreement with the United States Department of Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders.
If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (i) above, it must enter into an agreement with the United States Department of Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such 89 Table o f Contents accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders.
Any excess will be treated as gain realized on the sale or other disposition of our common stock and will be treated as described under “- Sale, Exchange or Other Disposition of Our Common Stock,” below.
Any excess thereafter will be treated as gain realized on the sale or other disposition of our common stock and will be treated as described under “- Sale, Exchange or Other Taxable Disposition of Our Common Stock,” below.
FATCA withholding may apply where payments are made through a non-U.S. intermediary that is not FATCA compliant, even where the non-U.S. holder satisfies the holders’s own FATCA obligations.
FATCA withholding may apply where payments are made through a non-U.S. intermediary that is not FATCA compliant, even where the non-U.S. holder satisfies the holder’s own FATCA obligations.
Holder Defined For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of shares of our common stock that is not, for United States federal income tax purposes: • an individual citizen or resident of the United States; • a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state or political subdivision thereof, or the District of Columbia; • a partnership (or other entity treated as a partnership for United States federal income tax purposes); • an estate whose income is subject to United States federal income tax regardless of its source; or • a trust (x) whose administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (y) which has made an election to be treated as a United States person.
Holder Defined For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of shares of our common stock that is not, for United States federal income tax purposes: • an individual citizen or resident of the United States; • a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized under the laws of the United States, any state or political subdivision thereof, or the District of Columbia; 87 Table o f Contents • a partnership (or other entity treated as a partnership for United States federal income tax purposes); • an estate the income of which is subject to United States federal income tax regardless of its source; or • a trust (x) whose administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (y) which has made an election to be treated as a domestic trust.
We have not sought any legal opinion from legal counsel or ruling from the Internal Revenue Service (“IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.
We have not sought any legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (“IRS”) with respect to the statements made in the following summary, and there can be no assurance that the IRS will agree with such statements.
Purchases of Equity Securities We made no purchases of our equity securities during the fourth quarter of the year ended December 31, 2024. Certain United States Federal Income Tax and Estate Tax Consequences to Non-U.S.
Purchases of Equity Securities We made no purchases of our equity securities during the fourth quarter of the year ended December 31, 2025. Certain United States Federal Income Tax Consequences to Non-U.S.
In addition, this discussion does not address tax considerations applicable to a non-U.S. holder’s particular circumstances or to non-U.S. holders that may be subject to special tax rules, including, without limitation: • banks, insurance companies or other financial institutions; • persons subject to special tax accounting rules; • tax-exempt organizations, tax-qualified retirement plans, and pension plans; • controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid United States federal income tax and, in each case, shareholders thereof; • partnerships or other entities treated as pass-through entities for United States federal income tax purposes; • dealers in securities or currencies; • traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; 85 Table of Contents • persons who acquire our common stock pursuant to the exercise of employee stock options or otherwise as compensation for their services; • persons that own, or are deemed to own, more than five percent (by voting power or value) of our common stock, except to the extent specifically set forth below; • real estate investment trusts or regulated investment companies; • certain U.S. expatriates, former citizens or long-term residents of the United States; • persons who hold our common stock as part of a straddle, hedge, conversion, constructive sale, or other integrated security transaction; • corporations organized outside the United States, any state thereof, or the District of Columbia that are nonetheless treated as U.S. persons for U.S. federal income tax purposes; or • persons who do not hold our common stock as a capital asset (within the meaning of Section 1221 of the Code).
This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis. 86 Table o f Contents This summary does not address the tax consequences applicable to a non-U.S. holder’s particular circumstances or to non-U.S. holders that may be subject to special tax rules, including, without limitation: • banks, insurance companies or other financial institutions; • persons subject to special tax accounting rules in respect of our common stock; • tax-exempt organizations, tax-qualified retirement plans, and pension plans; • controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid United States federal income tax and, in each case, shareholders thereof; • partnerships or other entities treated as pass-through entities (and investors therein) for United States federal income tax purposes; • dealers in securities or currencies; • traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; • persons who acquire our common stock pursuant to the exercise or cancellation of employee stock options or otherwise as compensation for their services; • persons that own, or are deemed to own, more than five percent (by voting power or value) of our common stock, except to the extent specifically set forth below; • real estate investment trusts or regulated investment companies; • certain U.S. expatriates, former citizens or long-term residents of the United States; • persons who hold our common stock as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction; • corporations organized outside the United States, any state thereof, or the District of Columbia that are nonetheless treated as U.S. persons for U.S. federal income tax purposes; or • persons who do not hold our common stock as a capital asset (within the meaning of Section 1221 of the Code).
This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder (“Treasury Regulations”), and administrative rulings and judicial decisions, all as in effect on the date hereof.
This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations (whether final, temporary or proposed) promulgated thereunder (“Treasury Regulations”), published rulings of the IRS, published administrative positions of the IRS, and U.S. judicial decisions, all as in effect on the date hereof.
This summary also does not address all aspects of U.S. federal income taxation, such as the U.S. alternative minimum income tax and the additional tax on net investment income. Except as provided below, this summary does not address tax reporting requirements.
This summary also does not address all aspects of U.S. federal income taxation, such as the U.S. alternative minimum tax or the additional tax on net investment income. In addition, except as specifically discussed below, this summary does not discuss applicable income tax reporting requirements.
If we are a USRPHC and we do not qualify for the Regularly Traded Exception (as defined below), distributions which constitute a return of capital will be subject to withholding tax unless an application for a withholding certificate is filed to reduce or eliminate such withholding.
If we are a USRPHC and the Regularly Traded Exception (as defined below) is not satisfied, distributions which constitute a return of capital or gain will be subject to withholding tax at a rate of 15% unless a withholding certificate is obtained from the IRS to reduce or eliminate such withholding.
Prospective investors should consult their own tax advisors regarding the potential application of withholding under FATCA to an investment in our common stock, including the applicability of any intergovernmental agreements. 88 Table of Contents Backup Withholding and Information Reporting Backup withholding, currently at a rate of 24%, generally will not apply to dividends paid to a non-U.S. holder on, or to the gross proceeds paid to a non-U.S. holder from a disposition of, our common stock, provided that the non-U.S. holder furnishes the required certification for its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8ECI, or certain other requirements are met.
Backup Withholding and Information Reporting Backup withholding, currently at a rate of 24%, generally will not apply to dividends paid to a non-U.S. holder on, or to the gross proceeds paid to a non-U.S. holder from a disposition of, our common stock, provided that the non-U.S. holder furnishes the required certification for its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8ECI, or certain other requirements are met.
Holders of Record As of February 27, 2025, we had approximately 96 holders of record of our common stock. This number does not include beneficial owners whose shares were held in street name.
Holders of Record As of February 20, 2026, we had approximat ely 85 holder s of record of our common stock. This number does not include beneficial owners whose shares were held in street name.
Holders The following is a summary of certain material United States federal income tax and estate tax consequences to a non-U.S. holder (as defined below) relating to the ownership and disposition of our common stock, but does not purport to be a complete analysis of all the potential tax considerations relating thereto.
Holders The following is a summary of certain material United States federal income tax consequences to a non-U.S. holder (as defined below) relating to and arising from the ownership and disposition of our common stock.
Each prospective investor should consult its own tax advisor regarding the particular United States federal, state and local and non-United States tax consequences of purchasing, holding and disposing of our common stock, including the consequences of any proposed change.
Each prospective investor should consult its own tax advisor regarding the particular United States federal, state and local and non-U.S. tax consequences of acquisition, ownership and disposition of our common stock, including the consequences of any proposed changes in applicable laws.
This summary also does not address the tax considerations arising under the laws of any non-U.S., state or local jurisdiction, or under United States federal gift and estate tax laws, except to the limited extent below.
Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any particular non-U.S. holder. This summary also does not address the tax considerations arising under the laws of any non-U.S., state or local jurisdiction, or under United States federal gift tax or estate tax laws.
As discussed under “- Sale, Exchange or Other Disposition of Our Common Stock ” below, we believe we are a “United States real property holding corporation” (“USRPHC”) for United States federal income tax purposes.
As discussed under “- Sale, Exchange or Other Taxable Disposition of Our Common Stock” below, we believe we are a “United States real property holding corporation” (“USRPHC”) within the meaning of Section 897(c)(2).
These authorities may be changed, possibly retroactively, so as to result in United States federal income or estate tax consequences different from those set forth below. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.
These authorities may be changed, possibly retroactively, so as to result in United States federal income or estate tax consequences different from those set forth below.
Stock Performance Graph The following graph shows the changes in value over the period beginning June 30, 2022 and ending December 31, 2024 of an assumed $100 investment in our common stock, S&P 500 Index and the S&P/TSX Global Base Metals Index, assuming the reinvestment of dividends. 89 Table of Contents 6/30/2022 12/31/2022 12/31/2023 12/31/2024 Ivanhoe Electric Inc. $100.00 $139.66 $115.86 $86.78 S&P/TSX Global Base Metals Index $100.00 $98.20 $99.27 $93.83 S&P 500 Index $100.00 $90.95 $114.85 $143.59 The stock performance graph above shall not be deemed to be “soliciting material” or to be “filed” with SEC or subject to the liabilities of Section 18 under the Exchange Act.
Stock Performance Graph The following graph shows the changes in value over the period beginning June 30, 2022 and ending December 31, 2025 of an assumed $100 investment in our common stock, S&P 500 Index and the S&P/TSX Equal Weight Global Base Metals Index, assuming the reinvestment of dividends. 90 Table o f Contents 6/30/2022 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Ivanhoe Electric Inc. $100.00 (1) $139.66 $115.86 $86.78 $183.68 S&P/TSX Equal Weight Global Base Metals Index (2) $100.00 $111.63 $115.57 $100.41 $191.32 S&P 500 Index $100.00 $102.31 $129.20 $161.53 $190.41 (1) Based on the closing price of Ivanhoe common stock on June 30th, 2022 which was the closing date of our initial public offering.
Removed
Federal Estate Tax Our common stock beneficially owned by an individual who is not a citizen or resident of the United States (as defined for United States federal estate tax purposes) at the time of death generally will be includable in the decedent’s gross estate for United States federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.
Added
This summary is for general information purposes only and does not purport to be a complete analysis or listing of all the potential tax considerations that may apply to a non-U.S. holder arising from or relating to the ownership or disposition of our common stock.
Removed
Additional Withholding Tax on Payments Made to Foreign Accounts Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities.
Added
In addition, this summary does not take into account the individual facts and circumstances of any particular non-U.S. holder that may affect the U.S. federal income tax consequences relevant to such non-U.S. holder, including, without limitation, specific tax consequences applicable to a non-U.S. holder under an applicable income tax treaty.
Removed
Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock, and subject to proposed Treasury Regulations described below, to payments of gross proceeds from the sale or other disposition of such stock.
Added
Each prospective non-U.S. holder should consult its own tax advisors regarding the U.S. federal, U.S. state and local, and non-U.S. tax consequences arising from and relating to the acquisition, ownership and disposition of our common stock.
Added
This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, or contrary to, the positions taken in this summary.
Added
The determination of whether a non-U.S. holder is a 5% Shareholder and the potential application of the Regularly Traded Exception is complex and subject to uncertainty. Non-U.S. holders should consult with their own tax advisors regarding such determinations and the consequences of these rules on their investment.
Added
If withholding under FATCA is required on any payment related to our common stock, investors not otherwise subject to withholding (or that otherwise would be entitled to a reduced rate of withholding) on such payment may be required to seek a refund or credit from the IRS, and may be required to file a U.S. federal income tax return to claim such refunds or credits.
Added
Non-U.S. holders should consult their own tax advisors regarding the potential application of withholding under FATCA to an investment in our common stock, including the applicability of any intergovernmental agreements.
Added
(2) Amounts are converted from CAD to USD using the rate from Bank of Canada at each period end. The stock performance graph above shall not be deemed to be “soliciting material” or to be “filed” with SEC or subject to the liabilities of Section 18 under the Exchange Act.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

62 edited+56 added−56 removed37 unchanged
Biggest changeCash Flows The following table presents our sources and uses of cash for the periods indicated: Year Ended December 31, (In thousands) 2024 2023 2022 Net cash (used in) provided by: Operating activities $ (162,096) $ (150,515) $ (115,734) Investing activities (14,470) (150,766) (48,384) Financing activities 18,895 366,454 254,410 Effect of foreign exchange on cash (2,063) 210 (482) Total change in cash $ (159,734) $ 65,383 $ 89,810 Operating activities.
Biggest changeIn 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. 100 Table o f Contents Cash Flows The following table presents our sources and uses of cash for the periods indicated: Year Ended December 31, (In thousands) 2025 2024 2023 Net cash (used in) provided by: Operating activities $ (89,200) $ (162,096) $ (150,515) Investing activities 4,587 (14,470) (150,766) Financing activities 214,722 18,895 366,454 Effect of foreign exchange on cash 855 (2,063) 210 Total change in cash $ 130,964 $ (159,734) $ 65,383 Operating activities.
Significant contributors to this decrease in the loss for year ended December 31, 2024 included the recognition of a $50.7 million gain on the disposal of a subsidiary and a decrease of $27.3 million in share of loss of equity method investees.
Significant contributors to this decrease in the loss for the year ended December 31, 2024 included the recognition of a $50.7 million gain on the disposal of a subsidiary and a decrease of $27.3 million in share of loss of equity method investees.
The net cash used in operating activities for the year ended December 31, 2023 of $150.5 million primarily was the result of $120.2 million of cash exploration expenditures and $30.5 million of cash general and administrative costs.
The net cash used in operating activities for the year ended December 31, 2023 of $150.5 million primarily was the result of $120.2 million of cash exploration expenditures and $30.5 million of cash general and administrative costs. Investing activities.
We raised net proceeds of $123.7 million as a result of the July 2023 private placement with Ma'aden and raised net proceeds of $175.5 million from our September 2023 public offering. In October 2023, we received approximately $20.0 million from Ma’aden exercising their “top-up right” to maintain their 9.9% interest.
We raised net proceeds of $123.7 million as a result of the July 2023 private placement with Maaden and raised net proceeds of $175.5 million from our September 2023 public offering. In October 2023, we received approximately $20.0 million from Maaden exercising their “top-up right” to maintain their 9.9% interest.
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, particularly in Colombia.
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.
Year Ended December 31, 2024 2023 Percentage change year-over-year (In thousands) CGI: Software licensing and data processing services: Revenue $ 2,831 $ 1,300 118 % Cost of sales 965 497 94 % Gross profit 1,866 803 132 % VRB Energy: Energy storage systems: Revenue $ 70 $ 2,603 (97) % Cost of sales 52 2,489 (98) % Gross profit 18 114 (85) % Total Revenue $ 2,901 $ 3,903 (26) % Cost of sales 1,018 2,986 (66) % Gross profit 1,883 917 105 % CGI’s revenue for the year ended December 31, 2024 was $2.8 million, an increase of $1.5 million from $1.3 million for the year ended December 31, 2023.
Year Ended December 31, 2024 2023 Percentage change year-over-year (In thousands) CGI: Software licensing and data processing services: Revenue $ 2,831 $ 1,300 118 % Cost of sales (966) (497) (94) % Gross profit 1,865 803 132 % VRB Energy: Energy storage systems: Revenue $ 70 $ 2,603 (97) % Cost of sales (52) (2,489) 98 % Gross profit 18 114 (85) % Total Revenue $ 2,901 $ 3,903 (26) % Cost of sales (1,018) (2,986) 66 % Gross profit 1,883 917 105 % CGI’s revenue for the year ended December 31, 2024 was $2.8 million, an increase of $1.5 million from $1.3 million for the year ended December 31, 2023.
GAAP and is derived from our audited consolidated financial statements for the years ended December 31, 2024, 2023 and 2022. We did not declare or pay any dividends or distributions in any financial reporting period.
GAAP and is derived from our audited consolidated financial statements for the years ended December 31, 2025, 2024 and 2023. We did not declare or pay any dividends or distributions in any financial reporting period.
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 93 Table of Contents the project.
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.
Activities during the year ended December 31, 2024 at Santa Cruz were focused on a program of infill resource drilling, geotechnical, hydrological, and metallurgical drilling/laboratory testing along with advancing permitting and technical studies required to support a prefeasibility study; • the San Matias Project where $14.8 million of exploration expenditure was incurred by Cordoba in the year ended December 31, 2024 compared to $28.1 million in the year ended December 31, 2023.
Activities during the year ended December 31, 2024 at Santa Cruz were focused on a program of infill resource drilling, geotechnical, hydrological, and metallurgical drilling/laboratory testing along with advancing permitting and technical studies required to support a prefeasibility study; • the Alacrán Project where $14.8 million of exploration expenditure was incurred by Cordoba in the year ended December 31, 2024 compared to $28.1 million in the year ended December 31, 2023.
Activities during the year ended December 31, 2024, focused on preparing for and commencing detailed engineering design of the Alacran Project; 94 Table of Contents • the Tintic Project where $11.3 million of exploration expenditure was incurred in the year ended December 31, 2024 compared to $13.1 million in the year ended December 31, 2023.
Activities during the year ended December 31, 2024, focused on preparing for and commencing detailed engineering design of the Alacran Project; • the Tintic Project where $11.3 million of exploration expenditure was incurred in the year ended December 31, 2024 compared to $13.1 million in the year ended December 31, 2023.
The increase of $1.5 million in CGI’s revenue in 2024 was a result of more data 95 Table of Contents processing services being contracted for by customers than in 2023. CGI’s gross profit for the year ended December 31, 2024 was $1.9 million, a $1.1 million increase from $0.8 million for the year ended December 31, 2023.
The increase of $1.5 million in CGI’s revenue in 2024 was a result of more data processing services being contracted for by customers than in 2023. CGI’s gross profit for the year ended December 31, 2024 was $1.9 million, a $1.1 million increase from $0.8 million for the year ended December 31, 2023.
Exploration Expenses Exploration expenses include topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities in relation to identifying a Mineral Resource and then evaluating the technical feasibility and commercial viability of extracting the Mineral Resource, as well as value-added taxes in relation to these direct exploration and evaluation costs incurred in foreign jurisdictions where recoverability of those taxes is uncertain.
Exploration expenses 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 94 Table o f Contents exploration and evaluation costs incurred in foreign jurisdictions where recoverability of those taxes is uncertain.
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.
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, 103 Table o f Contents and if not, we provide a valuation allowance for amounts not likely to be recognized.
The $10.6 million of cash used for purchases of exploration properties largely consisted of a payment of $10.3 million for the Santa Cruz Project. In addition, we acquired cash of $0.2 million when we commenced consolidating SNC in March 2024.
The $10.6 million of cash used for purchases of exploration properties largely consisted of a payment of $10.3 million for the Santa Cruz Copper Project. In addition, we acquired cash of $0.2 million when we commenced consolidating Sama Nickel Corporation in March 2024.
The decrease in loss was due to the year ended December 31, 2023 including our recognition of a $33.0 million share of loss from the Ma'aden joint venture upon its formation due to the expensing of the land access rights in accordance with our accounting policy for exploration and evaluation costs.
The decrease in loss was due to the year ended December 31, 2023 including our recognition of a 97 Table o f Contents $33.0 million share of loss from the Maaden joint venture upon its formation due to the expensing of the land access rights in accordance with our accounting policy for exploration and evaluation costs.
The $80.5 million of payments for exploration properties, included $76.6 million paid to acquire land at the Santa Cruz Project and $3.5 million of option payments at our Tintic Project. The $68.7 million for purchases of 100 Table of Contents investments subject to significant influence primarily consists of our $66.0 million investment in the Ma'aden Joint Venture.
The $80.5 million of payments for exploration properties, included $76.6 million paid to acquire land at the Santa Cruz Copper Project and $3.5 million of option payments at our Tintic Project. The $68.7 million for purchases of investments subject to significant influence primarily consists of our $66.0 million investment in the Maaden Joint Venture. Financing activities.
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 December 31, 2024. 103 Table of Contents
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 December 31, 2025. 104 Table o f Contents
Of the total cash and cash equivalents at December 31, 2024, $11.2 million was not available for the general corporate purposes of the Company as this amount was held by non-wholly-owned subsidiaries.
Of the total cash and cash equivalents at December 31, 2025, $9.1 million was not available for the general corporate purposes of the Company as this amount was held by non-wholly-owned subsidiaries.
Related Party Transactions See Note 21 of our consolidated financial statements for the years ended December 31, 2024 and 2023. 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.
Related Party Transactions See Note 20 of our consolidated financial statements for the years ended December 31, 2025 and 2024. 102 Table o f Contents 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.
In the event we cease making expenditures on an exploration mineral project or fail to incur the agreed level of exploration expenditures, we will not obtain an ownership right beyond any which may have been acquired as of the date of termination. Included in exploration expenses are exploration costs that we incur in relation to generating new projects.
In the event we cease making expenditures on an exploration mineral project or fail to incur the agreed level of exploration expenditures, we will not obtain an ownership right beyond any that may have been acquired as of the date of termination.
On February 14, 2025, we completed a public offering where we issued 11,794,872 units (the “Units”) at a price of $5.85 per Unit for net proceeds of approximately $66.0 million, after giving effect to the underwriter’s exercise in full of its option to purchase additional Units.
Business Developments in the Year Corporate Activities In February 2025, we completed a public offering where we issued 11,794,872 units (the “Units”) at a price of $5.85 per Unit for gross proceeds of approximately $69.0 million, after giving effect to the underwriter’s exercise in full of its option to purchase additional Units.
Year Ended December 31, (In thousands, except per share amounts) 2024 2023 2022 Revenue $ 2,901 $ 3,903 $ 8,440 Cost of sales (1,018) (2,986) (3,135) Gross profit 1,883 917 5,305 Expenses: Exploration expenses 130,944 126,719 105,286 General and administrative expenses 44,740 48,204 26,971 Research and development expenses 2,853 6,120 5,040 Net loss attributable to: Common stockholders or parent 128,622 199,377 149,813 Comprehensive loss attributable to: Common stockholders or parent 129,825 200,261 149,501 Basic and diluted loss per share attributable to common stockholders or parent $ 1.07 $ 1.95 $ 1.91 Total assets 374,932 487,226 Total non-current liabilities 61,085 71,222 Segments We account for our business in four business segments – (i) Santa Cruz Project (ii) critical metals, (iii) data processing services and (iv) energy storage.
Year Ended December 31, (In thousands, except per share amounts) 2025 2024 2023 Revenue $ 3,244 $ 2,901 $ 3,903 Cost of sales (1,126) (1,018) (2,986) Gross profit 2,118 1,883 917 Expenses: Exploration expenses 63,287 130,944 126,719 General and administrative expenses 39,242 44,740 48,204 Research and development expenses 275 2,853 6,120 Net loss attributable to: Common stockholders or parent 105,874 128,622 199,377 Comprehensive loss attributable to: Common stockholders or parent 106,211 129,825 200,261 Basic and diluted loss per share attributable to common stockholders or parent $ 0.79 $ 1.07 $ 1.95 Total assets 483,273 374,932 487,226 Total non-current liabilities 5,830 61,085 71,222 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.
Net cash used in investing activities for the year ended December 31, 2024 of $14.5 million was mainly attributable to $10.6 million related to payments for exploration properties, $2.9 million for the purchases of property, plant and equipment and $1.1 million for the purchase of investments that are subject to significant influence.
Net cash used in investing activities for the year ended December 31, 2024 of $14.5 million was mainly attributable to $10.6 million related to acquisitions of exploration properties and $1.1 million for purchases of investments subject to significant influence.
As of December 31, 2024, the value of the bridge loan including accrued interest was $5.0 million. 101 Table of Contents Off Balance Sheet Arrangements As of December 31, 2024, we were not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our financial condition, results of operations, or liquidity.
As of December 31, 2025, the value of the convertible bond including accrued interest was $33.7 million. Off Balance Sheet Arrangements As of December 31, 2025, 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.
Our investing activities generally relate to acquisitions of mineral property interests, purchases of shares in companies that we may partner with and capital expenditures at our projects. To date, due to our mining projects being in the exploration stage we have not incurred material capital expenditures.
Our investing activities generally relate to acquisitions of mineral property interests, purchases of shares in companies that we may partner with and capital expenditures at our projects.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 For the year ended December 31, 2024 we recorded a net loss attributable to common stockholders of $128.6 million ($1.07 per share), compared to $199.4 million ($1.95 per share) for the year ended December 31, 2023, which was a decrease of $70.8 million.
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 For the year ended December 31, 2025 we recorded a net loss attributable to common stockholders of $105.9 million ($0.79 per share), compared to $128.6 million ($1.07 per share) for the year ended December 31, 2024, which was a decrease of $22.7 million.
Exploration expenses consisted of the following: Year Ended December 31, (In thousands) 2024 2023 Exploration Expenses: Santa Cruz, USA $ 72,384 $ 57,203 San Matias, Colombia 14,756 28,068 Tintic, USA 11,274 13,131 Hog Heaven, USA 10,855 7,812 Unity, USA 3,052 147 White Hill, USA 1,775 1,451 Carolina, USA 1,201 1,337 Pinaya, Peru 755 958 Lincoln, USA 480 3,684 Project Generation and other 14,412 12,928 Total $ 130,944 $ 126,719 During the year ended December 31, 2024, exploration expenditures largely focused on activities at: • the Santa Cruz Project where $72.4 million of exploration expenditure was incurred in the year ended December 31, 2024 compared to $57.2 million incurred in the year ended December 31, 2023.
Exploration expenses consisted of the following: Year Ended December 31, (In thousands) 2024 2023 Exploration Expenses: Santa Cruz, USA $ 72,384 $ 57,203 Alacrán, Colombia 14,756 28,068 Tintic, USA 11,274 13,131 Hog Heaven, USA 10,855 7,812 Project Generation and other 21,675 20,505 Total $ 130,944 $ 126,719 During the year ended December 31, 2024, exploration expenditures largely focused on exploration activities at: • the Santa Cruz Copper Project where $72.4 million of exploration expenditure was incurred in the year ended December 31, 2024 compared to $57.2 million incurred in the year ended December 31, 2023.
We intend to use the net proceeds of the offering on the preliminary feasibility study for the Santa Cruz Project, land acquisition payments, drilling and other exploration activities and for other working capital and general corporate purposes.
The net proceeds of the offering were used or are intended to be used on the preliminary feasibility study for the Santa Cruz Copper Project, drilling and other exploration activities and for other working capital and general corporate purposes.
(“VRB Energy”) which itself owns 100% of 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 the VRB China Joint Venture.
In addition to our mineral projects, we also own a 90.0% controlling interest in VRB Energy, which itself owns 100% of VRB USA, an Arizona-based developer of advanced grid-scale energy storage systems utilizing vanadium redox flow batteries for integration with renewable power sources.
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.
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.
The net cash used in operating activities for the year ended December 31, 2022 of $115.7 million primarily was the result of $96.7 million of cash exploration expenditures and $23.9 million of cash general and administrative costs. Investing activities.
The net cash used in operating activities for the year ended December 31, 2025 of $89.2 million primarily was the result of $61.1 million of cash exploration expenditures and $29.4 million of cash general and administrative costs.
As at February 27, 2025, we believe that we have sufficient cash resources 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; provided, however, that if we make a development decision at the Santa Cruz Project within the next 12 months, our need for additional financing will be accelerated.
As at February 23, 2026, we believe that we have sufficient cash resources and availability under the new Bridge Facility to carry out our business plans for at least the next 12 months, after which we expect to need additional financing to further advance our projects and conduct our business.
The bond has a five-year term and interest accrues at a rate of 8% per annum.
Convertible Bond — VRB Energy On July 8, 2021, VRB Energy issued a convertible bond for gross proceeds of $24.0 million. The bond has a five-year term and interest accrues at a rate of 8% per annum.
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 for the foreseeable future. 98 Table of Contents We generate revenue from our technology businesses.
The total fair value of the March 6, 2025 PSU grant was $5.1 million. 98 Table o f Contents 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 are subject to income tax laws in many jurisdictions, including the United States, Colombia, Peru, Canada, Australia, the Ivory Coast and the PRC. We report income tax in accordance with U.S.
We are subject to income tax laws in many jurisdictions, including the United States, Colombia, Canada, Australia, the Ivory Coast and Peru. 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.
Each Unit consists of (i) one share of our common stock and (ii) one accompanying warrant (the "Warrants"). Each of the currently outstanding 11,794,872 whole Warrants is exercisable to purchase one share of our common stock at a price of $7.00 per share until February 17, 2026.
Each Unit consisted of (i) one share of our common stock and (ii) one accompanying warrant (the "Warrants"). Each Warrant was exercisable to purchase one share of our common stock at a price of $7.00 per share until February 17, 2026. Prior to the expiry date, all of the Warrants were exercised for additional gross proceeds of approximately $82.6 million.
We generate some revenue from our technology businesses CGI and VRB Energy, which are included in the data processing and energy storage systems business segments, respectively. CGI generates revenue from the sale of data processing services to the mining and oil and gas industries. In prior years, CGI has also generated revenue from software licensing.
CGI generates revenue from the sale of data processing services to the mining and oil and gas 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.
If no equity financing or sale event occurs, VRB Energy must repay the outstanding principal and interest on maturity in July 2026. Bridge Loan — Cordoba. In December 2024, Cordoba entered into a $5.0 million bridge financing loan agreement with JCHX.
If no equity financing or sale event occurs or other agreed restructuring of the convertible bond with its holder occurs, VRB Energy must repay the outstanding principal and interest on maturity in July 2026.
Our shares of common stock are listed on the NYSE American and the TSX under the ticker symbol “IE”. Reverse Stock Split On June 16, 2022, we effected a reverse stock split of our outstanding common stock at a ratio of 3-for-1 (the “Reverse Stock Split”).
Our shares of common stock are listed on the NYSE American and the TSX under the ticker symbol “IE”.
Following the VRB Transaction, VRB Energy owns a 49% interest in the joint venture (“VRB China Joint Venture”), which manufactures, develops and sells vanadium redox flow batteries for Asian, African and Middle Eastern markets.
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.
Significant Components of Results of Operations Revenue, Cost of Sales and Gross Profit We have not generated any revenue from our mining projects because they are in the exploration stage. We do not expect to generate any revenue from our mining projects for the foreseeable future.
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.
These activities may or may not proceed to earn-in agreements depending on our evaluation. These are categorized as “Project generation and other”. General and Administrative Expenses Our general and administrative expenses consist of salaries and benefits, stock-based compensation, professional and consultant fees, insurance and other general administration costs.
General and Administrative Expenses Our general and administrative expenses consist of salaries and benefits, stock-based compensation, professional and consultant fees, insurance and other general administration costs.
Consolidated Cash Balances as of December 31, 2024 The table below discloses the amounts of consolidated cash disaggregated by currency denomination as of December 31, 2024 in each jurisdiction that our affiliated entities are domiciled.
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. 99 Table o f Contents Consolidated Cash Balances as of December 31, 2025 The table below discloses the amounts of consolidated cash disaggregated by currency denomination as of December 31, 2025 in each jurisdiction that our affiliated entities are domiciled.
Through the advancement of our portfolio of electric metals exploration projects, headlined by the Santa Cruz Project in Arizona as well as other exploration projects in the United States, we intend to support the United States' supply chain independence by finding and delivering critical metals necessary for the electrification of the economy.
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.
Currency by Denomination (in USD Equivalents) US dollars Canadian dollars Colombian Pesos Other Total (In thousands) Jurisdiction of Entity: USA $ 26,686 $ 1,085 $ — $ — $ 27,771 Colombia 5,000 — 4,851 — 9,851 Canada 607 1,359 — — 1,966 Other 1,064 219 — 100 1,383 Total $ 33,357 $ 2,663 $ 4,851 $ 100 $ 40,971 Refer to Note 19 of our consolidated financial statements which outlines restrictions on transfers of net assets from our consolidated subsidiaries to the Company.
Currency by Denomination (in USD Equivalents) US dollars Canadian dollars Colombian Pesos Other Total (In thousands) Jurisdiction of Entity: USA $ 165,726 $ 1,482 $ — $ — $ 167,208 Canada 1,755 770 — — 2,525 Colombia 1,101 — 435 — 1,535 Other 1,653 297 — 45 1,995 Total $ 170,235 $ 2,549 $ 435 $ 45 $ 173,263 Refer to Note 18 of our consolidated financial statements which outlines restrictions on transfers of net assets from our consolidated subsidiaries to the Company.
Business — Mineral Project Obligations and Payments. We may seek additional financing at any time through debt, equity, project specific debt, and/or other means. Our continued operations are dependent on our ability to obtain additional financing or to generate future cash flows.
Our continued operations are dependent on our ability to obtain additional financing or to generate future cash flows.
Exploration expenses were $126.7 million for the year ended December 31, 2023 an increase of $21.4 million from $105.3 million for the year ended December 31, 2022.
Exploration expenses were $63.3 million for the year ended December 31, 2025 a decrease of $67.7 million from $130.9 million for the year ended December 31, 2024.
We have not generated any revenue from our mining projects and do not expect to generate any revenue from our mining projects for the foreseeable future. We have funded our operations primarily through the sale of our equity securities. At December 31, 2024, we had cash and cash equivalents of $41.0 million and a working capital balance of $35.9 million.
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. At December 31, 2025, we had cash and cash equivalents of $173.3 million and a working capital balance of $126.3 million.
We also operate a 50/50 joint venture with Saudi Arabian Mining Company Ma’aden ("Ma'aden") to explore for minerals on ~48,500 km 2 of underexplored Arabian Shield in Saudi Arabia. Finally, in addition to our mineral projects, we also own a 90.0% controlling interest in VRB Energy Inc.
We also operate a 50/50 joint venture with Saudi Arabian Mining Company ("Maaden") to explore for minerals on ~50,000 km 2 of underexplored Arabian Shield in Saudi Arabia. Finally, in 2024, we established an exploration alliance with BHP Mineral Resources Inc. (“BHP”), a subsidiary of BHP Group Limited, to search for critical minerals in the United States.
VRB Energy’s gross profit for the year ended December 31, 2023 was $0.1 million, a $2.0 million or 106% increase from the $1.8 million gross loss for the year ended December 31, 2022.
The increase in CGI's gross profit was consistent with the increase in revenue. VRB Energy’s energy storage system revenue for the year ended December 31, 2025 was $nil, a decrease of $0.1 million from $0.1 million for the year ended December 31, 2024.
Significant contributors to this increase in the year ended December 31, 2023 included an increase of $21.4 million in exploration expenditures, an increase of $21.2 million in general and administrative expenses, an increase of $32.2 million in share of loss of equity method investees, a decrease of $4.5 million in revenue compared to the year ended December 31, 2022 offset by a decrease of $19.0 million in non-cash loss on revaluation of convertible debt as compared to the year ended December 31, 2022.
Significant contributors to this decrease in the loss for year ended December 31, 2025 included a decrease of $67.7 million in exploration expenditures, a decrease of $5.5 million in general and administrative expenditures and a decrease of $3.1 million in the share of loss of equity method investee when compared to the year ended December 31, 2024.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 For the year ended December 31, 2023 we recorded a net loss attributable to common stockholders of $199.4 million ($1.95 per share), compared to $149.8 million ($1.91 per share) for the year ended December 31, 2022, which was an increase of $49.6 million.
VRB Energy did record minor ancillary revenue of $0.1 million in 2024 related to sales of certain monitoring system components by VRB China prior to VRB China being deconsolidated. 96 Table o f Contents Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 For the year ended December 31, 2024 we recorded a net loss attributable to common stockholders of $128.6 million ($1.07 per share), compared to $199.4 million ($1.95 per share) for the year ended December 31, 2023, which was a decrease of $70.8 million.
During the year ended December 31, 2023, we recorded $36.0 million share of loss of equity method investees which was an increase of $32.2 million from the $3.7 million share of loss of equity method investee recorded for the year ended December 31, 2022.
Revenue for the year ended December 31, 2025 was $3.2 million, an increase of $0.3 million from $2.9 million for the year ended December 31, 2024.
See “Cautionary Note Regarding Forward-Looking Statements.” Business Overview We are a United States domiciled minerals exploration company with a focus on developing mines from mineral deposits principally located in the United States. We seek to support American supply chain independence by finding and delivering the critical metals necessary for electrification of the economy, with a focus on copper.
See “Cautionary Note Regarding Forward-Looking Statements.” Business Overview We are a technology-driven United States minerals exploration and development company with a focus on copper and other critical metals vital to electric transmission and generation, manufacturing, infrastructure development, technology, and national security. Our wholly owned assets are located in the United States.
We use our accurate and 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 as we seek to discover new deposits of critical metals that may otherwise be undetectable by traditional exploration technologies.
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.
Net cash used in investing activities for the year ended December 31, 2022 of $48.4 million was mainly attributable to $35.9 million for payments for exploration properties, and $8.5 million for payments for property, plant and equipment.
Net cash provided by investing activities for the year ended December 31, 2025 of $4.6 million was partly attributable to $9.7 million of proceeds received in February 2025 from the October 2024 sale of VRB China.
We believe the United States is significantly underexplored and has the potential to yield major new discoveries of critical metals. Our mineral exploration efforts focus on copper as well as other metals including nickel, vanadium, cobalt, platinum group elements, gold and silver.
(“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.
Exploration expenses consisted of the following: Year Ended December 31, (In thousands) 2023 2022 Exploration Expenses: Santa Cruz, USA $ 57,203 $ 61,172 San Matias, Colombia 28,068 18,454 Tintic, USA 13,131 2,282 Hog Heaven, USA 7,812 2,216 Unity, USA 147 653 White Hill, USA 1,451 — Carolina, USA 1,337 1,307 Pinaya, Peru 958 2,616 Lincoln, USA 3,684 1,312 Project Generation and other 12,928 15,274 Total $ 126,719 $ 105,286 During the year ended December 31, 2023, expenditures largely focused on exploration activities at: • the Santa Cruz Project where $57.2 million of exploration expenditure was incurred in the year ended December 31, 2023 compared to $61.2 million incurred in the year ended December 31, 2022.
Exploration expenses consisted of the following: Year Ended December 31, (In thousands) 2025 2024 Exploration Expenses: Santa Cruz, USA $ 23,589 $ 72,384 Alacrán, Colombia 19,397 14,756 Gleeson, USA 2,099 — Tintic, USA 2,075 11,274 Hog Heaven, USA 1,911 10,855 Project Generation and other 14,216 21,675 Total $ 63,287 $ 130,944 During the year ended December 31, 2025, exploration expenditures largely focused on activities at: • the Santa Cruz Copper Project where $23.6 million of exploration expenditure was incurred in the year ended December 31, 2025 compared to $72.4 million incurred in the year ended December 31, 2024.
We are designing a technologically advanced mine that we expect to result in low carbon dioxide emissions per pound of copper produced and be a leading example of responsibly produced domestic copper. Our other mineral projects in the United States include the Tintic Project, located in Utah, and the Hog Heaven Copper-Silver-Gold Project, located in Montana.
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.
Drilling has focused on deep targets guided by geophysical data; and • the Hog Heaven Project in Montana where $7.8 million of exploration expenditure was incurred in the year ended December 31, 2023 compared to $2.2 million in the year ended December 31, 2022.
The exploration expenditures incurred in the year ended December 31, 2024 were significantly higher due to the activities being focused on infill resource drilling, geotechnical, hydrological, and metallurgical drilling to obtain data for the technical studies; and 95 Table o f Contents • the Alacrán Project where $19.4 million of exploration expenditure was incurred by Cordoba in the year ended December 31, 2025 compared to $14.8 million in the year ended December 31, 2024.
Stock-based compensation Compensation expense for options granted to employees, directors and certain service providers is determined based on estimated fair values of the options at the time of grant using the Black-Scholes option pricing model, which takes into account, as of the grant date, the fair market value of the shares, expected volatility, expected life, expected dividend yield and the risk-free interest rate over the expected life of the option.
Stock-based compensation Compensation expense for PSU's granted to certain of our officers and employees is determined based on estimated fair values of the PSU's at the time of grant using a Monte Carlo valuation model, which requires the input of the following subjective assumptions: Grant date: March 6, 2025 Expected volatility 63.4 % Expected life of PSU's (in years) 2.75 USA risk-free interest rate 4.0 % Canada risk-free interest rate 2.6 % Expected dividend rate 0 % Weighted average grant-date fair value (per unit) $ 7.07 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.
Year Ended December 31, 2023 2022 Percentage change year-over-year (In thousands) CGI: Software licensing and data processing services: Revenue $ 1,300 $ 7,729 (83) % Cost of sales 497 577 (14) % Gross profit 803 7,152 (89) % VRB Energy: Energy storage systems: Revenue $ 2,603 $ 711 266 % Cost of sales 2,489 2,558 (3) % Gross profit (loss) 114 (1,847) 106 % Total Revenue $ 3,903 $ 8,440 (54) % Cost of sales 2,986 3,135 (5) % Gross profit 917 5,305 (83) % CGI’s software licensing and data processing services to the mining and oil and gas industries represented 33% of our revenue for the year ended December 31, 2023 ($1.3 million) and 92% for the year ended December 31, 2022 ($7.7 million).
Year Ended December 31, 2025 2024 Percentage change year-over-year (In thousands) CGI: Software licensing and data processing services: Revenue $ 3,244 $ 2,831 15 % Cost of sales (1,126) (966) (17) % Gross profit 2,118 1,865 13 % VRB Energy: Energy storage systems: Revenue $ — $ 70 (100) % Cost of sales — (52) 100 % Gross profit — 18 (100) % Total Revenue $ 3,244 $ 2,901 12 % Cost of sales (1,126) (1,018) (11) % Gross profit 2,118 1,883 12 % CGI’s revenue for the year ended December 31, 2025 was $3.2 million, an increase of $0.4 million from $2.8 million for the year ended December 31, 2024.
Removed
The VRB China Joint Venture manufactures, develops and sells vanadium redox flow batteries for Asian, African and Middle Eastern markets. At our Santa Cruz Project in Arizona, we are evaluating the potential for a high-grade modern underground copper mining operation.
Added
Our other mineral projects outside of the United States include our the Alacrán Project in Colombia (the “Alacrán Copper Project”) which is owned through our approximate 60.8% interest in publicly traded company Cordoba Minerals Corp. (“Cordoba”).
Removed
The Initial Assessment for the Santa Cruz Project, completed in September 2023, focuses on an underground copper mine with an average of 5.5 million tonnes mined annually, exclusively from the high-grade exotic, oxide and enriched domains of the Santa Cruz and East Ridge Deposits.
Added
In October 2025, we completed a public offering where we issued 11,500,000 shares of our common stock at $15.00 per share for gross proceeds of approximately $172.5 million, after giving effect to the underwriter’s exercise in full of its option to purchase additional shares of common stock.
Removed
The Initial Assessment estimates life of mine copper production of 1.6 million tonnes over a 20-year mine life, with projected cash costs of $1.36 per pound of copper produced. We are advancing environmental, technical, trade-off and economic studies in preparation for a Preliminary Feasibility Study for a copper mining operation incorporating leading technologies to improve efficiencies and costs.
Added
We intend to use the net proceeds from this offering to complete the remaining payments owed from the purchase of land at our Santa Cruz Copper Project in Arizona, to fund early 92 Table o f Contents development activities at the Santa Cruz Copper Project, to fund exploration activities at our current projects and joint ventures, and for other working capital and general corporate purposes.
Removed
We also hold a portfolio of exploration projects in the western United States, including projects in Arizona, Nevada, New Mexico and Montana.
Added
Santa Cruz Copper Project On June 23, 2025, we announced the completion of the Preliminary Feasibility Study (the "PFS") for the Santa Cruz Copper Project in Arizona. The PFS confirmed the economic viability of an underground copper mining operation combined with a heap leach processing facility utilizing modern technologies and designed to produce copper cathode for delivery to U.S. customers.
Removed
References to our mineral projects refers to our interests in such projects which may be a direct ownership interest in mineral titles (including through subsidiary entities), a right to acquire mineral titles through an earn-in or option agreement, or, in the case of our investments in publicly listed companies in Canada, through our ownership of the equity of those companies that have an interest in such mineral projects.
Added
Following completion of the PFS, we are conducting optimization studies and detailed engineering as we work towards the beginning of initial construction activities in the first quarter of 2026.
Removed
The number of authorized shares and the par value of the common stock were not adjusted as a result of the Reverse Stock Split.
Added
Situated entirely on private land in Arizona, the Santa Cruz Copper Project integrates underground mining with chloride-assisted heap leaching to produce copper cathode on site, eliminating the need for smelting, tailings storage, and transportation and refining of concentrates. This integrated approach significantly reduces the project's overall carbon intensity.
Removed
All references to common stock, options to purchase common stock, per share data and related information have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. 91 Table of Contents Business Developments in the Year In February 2024, we acquired all of the issued and outstanding common shares of Kaizen Discovery Inc.
Added
The findings of the PFS include that the Santa Cruz Copper Project is projected to produce 1.4 million tonnes of copper cathode over a 23-year mine life.
Removed
(“Kaizen”) not already beneficially owned by us pursuant to a plan of arrangement. Immediately prior to the closing of the arrangement, we beneficially owned 82.5% of the issued and outstanding common shares of Kaizen on a non-diluted basis.
Added
With a base case copper price of $4.25/lb, the Santa Cruz Copper Project has an estimated after-tax Net Present Value of $1.4 billion at an 8% discount rate and an estimated Internal Rate of Return (IRR) of 20%. The initial project capital estimated in the PFS is $1.24 billion.
Removed
Following the closing of the arrangement, we beneficially own 100% of the issued and outstanding common shares of Kaizen on a fully diluted basis. In March 2024, we completed our earn-in and acquired an additional 30% in Sama Nickel Corporation ("SNC") bringing our total ownership interest in SNC to 60%.
Added
On November 19, 2025, we announced that we accelerated and completed the final three land acquisition payments, totaling $39.3 million, at the Santa Cruz Copper Project in Arizona, satisfying all remaining terms of the 2023 Purchase and Sale Agreement with Wolff-Harvard Ventures LLC.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+1 added−3 removed1 unchanged
Biggest changeThe carrying amounts of the Company’s Colombian Pesos and Canadian dollar denominated monetary assets and liabilities at the respective statement of financial position dates are as follows: Colombian Peso Balance (in 000’s USD Equivalent) Canadian Dollar Balance (in 000’s USD Equivalent) December 31, 2024 December 31, 2023 December 31, 2022 December 31, 2024 December 31, 2023 December 31, 2022 Cash $ 4,851 $ 3,233 $ 7,524 $ 2,663 $ 667 $ 2,575 Other receivables 2 $ 69 5 189 $ 551 $ 579 Accounts payable and accrued liabilities (1,204) $ (1983) (2,054) (81) $ (443) $ (197) Other liabilities (1,400) $ (955) (312) — $ — $ — $ 2,250 $ 364 $ 5,163 $ 2,771 $ 775 $ 2,957 Year Ended December 31, 2024 2023 2022 Opening exchange rate (1 U.S. dollar to Colombian Pesos) 3,872 4,841 4,028 Closing exchange rate (1 U.S. dollar to Colombian Pesos) 4,403 3,872 4,841 Appreciation/(devaluation) of Colombian Peso (13.7) % 20.0 % (20.2) % Opening exchange rate (1 U.S. dollar to Canadian dollars) $ 1.32 $ 1.35 $ 1.27 Closing exchange rate (1 U.S. dollar to Canadian dollars) $ 1.44 $ 1.32 $ 1.35 Appreciation/(devaluation) of Canadian dollar (8.8) % 2.4 % (6.8) % As at December 31, 2024, a 10% depreciation or appreciation of these foreign currencies against the U.S. dollar would have resulted in an approximate $0.5 million decrease or increase in the Company’s net loss for the year ended December 31, 2024 (December 31, 2023 - $0.1 million, December 31, 2022 - $0.8 million). 104 Table of Contents
Biggest changeThe carrying amounts of the Company’s Colombian Pesos and Canadian dollar denominated monetary assets and liabilities at the respective statement of financial position dates are as follows: Colombian Peso Balance (in 000’s USD Equivalent) Canadian Dollar Balance (in 000’s USD Equivalent) December 31, 2025 December 31, 2024 December 31, 2023 December 31, 2025 December 31, 2024 December 31, 2023 Cash $ 435 $ 4,851 $ 3,233 $ 2,549 $ 2,663 $ 667 Other receivables 5 2 69 129 189 551 Accounts payable and accrued liabilities (2,472) (1,204) (1,983) (1,290) (81) (443) Other liabilities (1,173) (1,400) (955) — — — $ (3,206) $ 2,249 $ 364 $ 1,388 $ 2,771 $ 775 Year Ended December 31, 2025 2024 2023 Opening exchange rate (1 U.S. dollar to Colombian Pesos) 4,403 3,872 4,841 Closing exchange rate (1 U.S. dollar to Colombian Pesos) 3,733 4,403 3,872 Appreciation/(devaluation) of Colombian Peso 15.2 % (13.7) % 20.0 % Opening exchange rate (1 U.S. dollar to Canadian dollars) $ 1.44 $ 1.32 $ 1.35 Closing exchange rate (1 U.S. dollar to Canadian dollars) $ 1.37 $ 1.44 $ 1.32 Appreciation/(devaluation) of Canadian dollar 4.7 % (8.8) % 2.4 % As at December 31, 2025, a 10% depreciation or appreciation of these foreign currencies against the U.S. dollar would have resulted in an approximate $0.2 million decrease or increase in the Company’s net loss for the year ended December 31, 2025 (December 31, 2024 - $0.5 million, December 31, 2023 - $0.1 million). 105 Table o f Contents
The majority of our expenditure is incurred in U.S. dollars at our exploration projects located in the United States and are not subject to foreign currency risk. Outside of the United States, we are subject to foreign currency risk when we undertake transactions in foreign currencies, particularly certain operating expenditures incurred in Colombia and Canada.
The majority of our expenditure is incurred in U.S. dollars at our projects located in the United States and are not subject to foreign currency risk. Outside of the United States, we are subject to foreign currency risk when we undertake transactions in foreign currencies, particularly certain operating expenditures incurred in Colombia and Canada.
Item 7A. 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 December 31, 2024 consists of a convertible bond that has a fixed interest rate of 8.0% per annum and Cordoba’s loan from related party that has a fixed interest rates of 10.0% per annum.
Item 7A. 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 December 31, 2025 consisted of a $33.7 million convertible bond that has a fixed interest rate of 8.0% per annum. The convertible bond is accounted for at amortized cost.
The convertible bond and the loan from related party are accounted for at amortized cost. Any changes in the market interest rates associated with these financial instruments would not impact our net loss, comprehensive loss or future cash flows. Variable-rate debt.
Any changes in the market interest rates associated with this financial instrument would not impact our net loss, comprehensive loss or future cash flows. Variable-rate debt.
Removed
Our variable-rate debt at December 31, 2024 consists of a secured promissory note issued in connection with the acquisition of land at our Santa Cruz project. The promissory note has an annual interest rate of U.S. prime plus 1%.
Added
Our variable rate debt at December 31, 2025 was $nil, However, we have an undrawn $200.0 million Bridge Facility at December 31, 2025, related to the Santa Cruz Copper Project, which when 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.
Removed
At December 31, 2024, three installments of $12.1 million plus accrued interest remain and are due in November 2025, 2026 and 2027. We performed a sensitivity analysis to estimate the impact to interest expense, arising from a 100 basis points adverse movement to the prime rate for the year ended December 31, 2024.
Removed
The sensitivity analysis, indicated that a hypothetical 100 basis points adverse movement would result in an approximate $0.5 million increase to interest expense and a $0.5 million increase to the Company’s net loss for the year ended December 31, 2024. Foreign Currency Risk Our functional currency is the U.S. dollar.

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