10q10k10q10k.net

What changed in Ivanhoe Electric Inc.'s 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of Ivanhoe Electric Inc.'s 2023 and 2024 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 2024 report.

+629 added−779 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-26)

Top changes in Ivanhoe Electric Inc.'s 2024 10-K

629 paragraphs added · 779 removed · 445 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

230 edited+95 added−179 removed141 unchanged
Biggest changeCopper Unpatented mining claims n/a Not in production 58 Table of Contents 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 Lyles Arizona, USA 25.97 km 2 Exploration 100% Ownership Rocksteady Exploration Inc., a wholly-owned subsidiary Lithium Unpatented mining claims, Arizona State Mineral Exploration Permits n/a Not in production Hector California, USA 12.04 km 2 Exploration 100% Ownership Rocksteady Exploration Inc., a wholly-owned subsidiary Lithium Unpatented mining claims n/a Not in production Bristol Nevada, USA 11.37 km 2 Exploration 100% Ownership Ivanhoe Electric Nevada Holdings Inc.
Biggest changeCopper Zinc Silver Gold Molybdenum Unpatented mining claims n/a Not in production BHP Alliance New Mexico, USA 43.36 km 2 Arizona, USA 46.21 km 2 Exploration 100% Ownership Sand Hill Exploration, Inc., a wholly owned subsidiary Copper Unpatented mining claims n/a Not in production Bitter Creek Arizona, USA 36.54 km 2 Exploration 100% Ownership Bitter Creek Exploration Inc., a wholly-owned subsidiary Copper Gold Unpatented mining claims n/a Not in production Grasshopper Montana, USA 7.19 km w Exploration 100% Ownership IE Montana Holdings Corp., a wholly-owned subsidiary Copper Unpatented mining claims n/a Not in production Bristol Nevada, USA 11.37 km 2 Exploration 100% Ownership Ivanhoe Electric Nevada Holdings Inc., a wholly owned subsidiary Copper Unpatented mining claims n/a Not in production Delamar Nevada, USA 16.64 km 2 Exploration 100% Ownership Ivanhoe Electric Nevada Holdings Inc., a wholly-owned subsidiary Copper Unpatented mining claims n/a Not in production 50 Table of Contents 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 New York Canyon Nevada, USA 30.62 km 2 Exploration 0% current ownership interest; Option to acquire 100% of the mineral title Golden Arrow Mining Corp. / Ivanhoe Electric Nevada Holding Inc.
The data processing and artificial intelligence software developed by our subsidiary CGI complements our Typhoon™ technology and represents the only software product that can process the full spectrum of geophysical data produced by Typhoon™ efficiently. Computational Geosciences CGI is headquartered in Vancouver, British Columbia, Canada.
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.
It has been determined that the historic cyanide soluble assays are valid as they align with recent assays in 2022 drill holes. 21 Table of Contents Table: In Situ Santa Cruz Project Mineral Resource Estimates as at December 31, 2023 and December 31, 2022, at 0.70% Cu cut-off for Santa Cruz, 0.80% Cu cut-off for Texaco, and 0.90% Cu Cut-off for East Ridge Classification Deposit Mineralized Material (ktonne) Total Cu % Total Soluble Cu % Total Cu (ktonne) Total Soluble Cu (ktonne) Indicated Santa Cruz (0.70% COG) 223,155 1.24 0.82 2,759 1,824 Texaco (0.80% COG) 3,560 1.33 0.97 47 35 East Ridge (0.90% COG) — — — — — Inferred Santa Cruz (0.70% COG) 62,709 1.23 0.92 768 576 Texaco (0.80% COG) 62,311 1.21 0.56 753 348 East Ridge (0.90% COG) 23,978 1.36 1.26 326 302 Total Indicated All Deposits 226,715 1.24 0.82 2,807 1,859 Inferred All Deposits 148,998 1.24 0.82 1,847 1,225 Source: Nordmin, 2023 Notes on Mineral Resources • k=thousand; t=tonne; Cu=copper; M=million; lb=pounds; CoG or COG=cut-off grade; and d=day. • The mineral resources in this estimate were independently prepared, including estimation and classification, by Nordmin Engineering Ltd. and in accordance with the definitions for mineral resources in S-K 1300. • Mineral resources that are not mineral reserves do not have demonstrated economic viability.
It has been determined that the historic cyanide soluble assays are valid as they align with recent assays in 2022 drill holes. 21 Table of Contents Table: In Situ Santa Cruz Project Mineral Resource Estimates as at December 31, 2024 and December 31, 2023, at 0.70% Cu cut-off for Santa Cruz, 0.80% Cu cut-off for Texaco, and 0.90% Cu Cut-off for East Ridge Classification Deposit Mineralized Material (ktonne) Total Cu % Total Soluble Cu % Total Cu (ktonne) Total Soluble Cu (ktonne) Indicated Santa Cruz (0.70% COG) 223,155 1.24 0.82 2,759 1,824 Texaco (0.80% COG) 3,560 1.33 0.97 47 35 East Ridge (0.90% COG) — — — — — Inferred Santa Cruz (0.70% COG) 62,709 1.23 0.92 768 576 Texaco (0.80% COG) 62,311 1.21 0.56 753 348 East Ridge (0.90% COG) 23,978 1.36 1.26 326 302 Total Indicated All Deposits 226,715 1.24 0.82 2,807 1,859 Inferred All Deposits 148,998 1.24 0.82 1,847 1,225 Source: Nordmin, 2023 Notes on Mineral Resources • k=thousand; t=tonne; Cu=copper; M=million; lb=pounds; CoG or COG=cut-off grade; and d=day. • The Mineral Resources in this estimate were independently prepared, including estimation and classification, by Nordmin Engineering Ltd. and in accordance with the definitions for Mineral Resources in S-K 1300. • Mineral resources that are not mineral reserves do not have demonstrated economic viability.
Table: Process Plant OPEX Summary by Category Operating and Maintenance Average Annual Cost (US$000) $/t Processed (US$) LoM Operating Cost (US$000) % Labor 11,119 2.11 222,383 16.8 Electrical Power 23,297 4.43 465,939 35.1 Reagents 18,447 3.51 368,947 27.8 Wear Parts (Liners & Grinding Media) 6,811 1.30 136,221 10.3 Maintenance Parts 5,993 1.14 119,865 9.0 Supplies and Services 623 0.12 12,557 0.9 Total (US$000) 66,296 12.61 1,325,912 100.0 Source: M3, 2023 TSF operating costs are included in the processing operating costs and include labor, power, reagents, and maintenance.
Table: Process Plant Operating Expenditures (OPEX) Summary by Category Operating and Maintenance Average Annual Cost (US$000) $/t Processed (US$) LoM Operating Cost (US$000) % Labor 11,119 2.11 222,383 16.8 Electrical Power 23,297 4.43 465,939 35.1 Reagents 18,447 3.51 368,947 27.8 Wear Parts (Liners & Grinding Media) 6,811 1.30 136,221 10.3 Maintenance Parts 5,993 1.14 119,865 9.0 Supplies and Services 623 0.12 12,557 0.9 Total (US$000) 66,296 12.61 1,325,912 100.0 Source: M3, 2023 TSF operating costs are included in the processing operating costs and include labor, power, reagents, and maintenance.
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 19/12/2039 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. 67 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 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.
Key considerations that will influence our decision making include, but are not limited to, using clean and renewable energy in our future mining operations, following best practices to meet health, safety and environmental standards, optimizing our water resources, protecting local cultural heritage and biodiversity, minimizing our environmental footprint, as well as ensuring workforce diversity and hiring from local communities.
Key considerations that will influence our decision making include, but are not limited to, using clean and renewable energy, and energy storage, in our future mining operations, following best practices to meet health, safety and environmental standards, optimizing our water resources, protecting local cultural heritage and biodiversity, minimizing our environmental footprint, as well as ensuring workforce diversity and hiring from local communities.
Environmental, Health, and Safety Matters We are required to comply with numerous other environmental laws, regulations and permits in addition to those discussed above. These additional requirements include, for example, various permits regulating road construction and drilling at our mineral projects. We endeavor to conduct our mining operations in compliance with all applicable laws and regulations.
Environmental, Health, and Safety Matters We are required to comply with numerous environmental laws, regulations and permits in addition to those discussed above. These additional requirements include, for example, various permits regulating road construction and drilling at our mineral projects. We endeavor to conduct our mining operations in compliance with all applicable laws and regulations.
The Joint Venture has also entered into a services agreement with Computational Geosciences Inc. (“CGI”), our 94% 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 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.
(“Nordmin”), Call & Nicholas, Inc., Tetra Tech, Inc., INTERA Incorporated, Haley & Aldrich, Inc., and Met Engineering, LLC (collectively, the “Santa Cruz Qualified Persons”), dated September 6, 2023 and still current as of December 31, 2023. It was prepared in accordance with the requirements of S-K 1300.
(“Nordmin”), Call & Nicholas, Inc., Tetra Tech, Inc., INTERA Incorporated, Haley & Aldrich, Inc., and Met Engineering, LLC (collectively, the “Santa Cruz Qualified Persons”), dated September 6, 2023 and still current as of December 31, 2024. It was prepared in accordance with the requirements of S-K 1300.
Table: Indicative Economic Results LoM Cash Flow (Unfinanced) Units Value (without Inferred) Value (with Inferred) Total Revenue $ million 10,031.62 12,865.90 Total Opex $ million (4,616.93) (4,617.00) Operating Margin $ million 5,414.70 8,248.90 Operating Margin Ratio % 54 64 Taxes Paid $ million (426.56) (984.80) Free Cash Flow $ million 3,241.07 5,350.07 Before Tax Free Cash Flow $ million 2,549.49 5,216.71 NPV at 8% $ million 583.40 1,642.51 IRR % 15 25 After Tax Free Cash Flow $ million 2,122.93 4,231.91 NPV at 8% $ million 457.66 1,316.60 IRR % 14 23 Payback Years 10 7 Source: SRK, 2023 Within the constraints of this analysis, the Project appears to be most sensitive to material classification, mined grades, commodity prices and recovery assumptions within the processing plant. 33 Table of Contents A summary of the cash flow on an annual basis is presented below.
Table: Indicative Economic Results of the IA LoM Cash Flow (Unfinanced) Units Value (without Inferred) Value (with Inferred) Total Revenue $ million 10,031.62 12,865.90 Total Opex $ million (4,616.93) (4,617.00) Operating Margin $ million 5,414.70 8,248.90 Operating Margin Ratio % 54 64 Taxes Paid $ million (426.56) (984.80) Free Cash Flow $ million 3,241.07 5,350.07 Before Tax Free Cash Flow $ million 2,549.49 5,216.71 NPV at 8% $ million 583.40 1,642.51 IRR % 15 25 After Tax Free Cash Flow $ million 2,122.93 4,231.91 NPV at 8% $ million 457.66 1,316.60 IRR % 14 23 Payback Years 10 7 Source: SRK, 2023 Within the constraints of this analysis, the Project appears to be most sensitive to material classification, mined grades, commodity prices and recovery assumptions within the processing plant. 32 Table of Contents A summary of the cash flow on an annual basis is presented below.
This has been a focus of Robert Friedland from his work in other ventures, including at Ivanhoe Mines. Ivanhoe Electric is advancing ESG initiatives as it continues to explore the Company’s assets and move into production.
This has been a focus of Robert Friedland from his work in other ventures, including at Ivanhoe Mines. Ivanhoe Electric is advancing ESG initiatives as it continues to explore the Company’s assets and move into mineral production.
As permitted by Subpart 1300 and Item 601 of Regulation S-K, the new IA includes an economic analysis of the Santa Cruz Project without taking into consideration inferred mineral resources and also includes an economic analysis of the Santa Cruz Project including the inferred mineral resources.
As permitted by Subpart 1300 and Item 601 of Regulation S-K, the IA includes an economic analysis of the Santa Cruz Project without taking into consideration Inferred Mineral Resources and also includes an economic analysis of the Santa Cruz Project including the Inferred Mineral Resources.
A Joint Venture Shareholders’ Agreement (“JV SHA”) governs the strategic relationship between Cordoba and JCHX, and sets forth the general responsibility and authority of the CMH board of directors, in addition to the entitlements of each shareholder.
A Joint Venture Shareholders’ Agreement (“JV SHA”) governs the relationship between Cordoba and JCHX, and sets forth the general responsibility and authority of the CMH board of directors, in addition to the entitlements of each shareholder.
Table: Estimated Mining Initial Capital Cost Item US$ Million Capital Development Cost 166.99 Equipment Purchase and Rebuilds 241.24 Mine Services 17.96 Owner Cost 32.75 Contingency 38.76 Total 497.70 Source: SRK, 2023 The Santa Cruz Project will require sustaining capital to maintain the equipment and all supporting infrastructure necessary to continue operations until the end of its projected production schedule.
Table: Estimated Mining Initial Capital Cost Item US$ Million Capital Development Cost 166.99 Equipment Purchase and Rebuilds 241.24 Mine Services 17.96 Owner Cost 32.75 Contingency 38.76 Total 497.70 Source: SRK, 2023 The Santa Cruz Project would require sustaining capital to maintain the equipment and all supporting infrastructure necessary to continue operations until the end of its projected production schedule.
Stapled Offering of Equity and Series 1 Convertible Notes Between August 3, 2021 and November 17, 2021, we and I-Pulse, issued and sold “bundles” of securities comprised of (i) an aggregate of 4,015,990 shares of our common stock at $2.49 per share, (ii) $49,999,200 aggregate principal amount of promissory notes convertible into shares of our common stock (“Convertible Notes”), and (iii) $19,999,680 aggregate principal amount of promissory notes issued by I-Pulse convertible into shares of our common stock held by I-Pulse (“I- 71 Table of Contents Pulse Convertible PIK Notes”).
Stapled Offering of Equity and Series 1 Convertible Notes Between August 3, 2021 and November 17, 2021, we and I-Pulse, issued and sold “bundles” of securities comprised of (i) an aggregate of 4,015,990 shares of our common stock at $2.49 per share, (ii) $49,999,200 aggregate principal amount of promissory notes convertible into shares of our common stock (“Convertible Notes”), and (iii) $19,999,680 aggregate principal amount of promissory notes issued by I-Pulse convertible into shares of our common stock held by I-Pulse (“I- 60 Table of Contents Pulse Convertible PIK Notes”).
G&A Operating Cost Estimate. The general and administrative (“G&A”) and laboratory costs are summarized below. 31 Table of Contents Table: G&A Operating Cost Summary Item $/t processed LoM Operating Cost ($000) Lab Opex 0.24 24,798.00 G&A Opex 2.39 251,543.00 Total 2.63 276,341.00 Source: M3, 2023 Total modeled initial capital costs are estimated at $1.15 billion, as summarized below: Table.
G&A Operating Cost Estimate. The general and administrative (“G&A”) and laboratory costs are summarized below. Table: G&A Operating Cost Summary Item $/t processed LoM Operating Cost ($000) Lab Opex 0.24 24,798.00 G&A Opex 2.39 251,543.00 Total 2.63 276,341.00 Source: M3, 2023 30 Table of Contents Total modeled initial capital costs are estimated at $1.15 billion, as summarized below: Table.
Scientific and technical information in this section is based upon, or in some cases extracted from these reports. 14 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 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.
Based on the mineralization geometry and geotechnical information, an underground longhole stoping (“LHS”) method is suitable for the Oxide and Chalcocite-enriched domains within the deposit. The Santa Cruz deposit will be mined in blocks where mining within a block occurs from bottom to top with paste backfill (“PBF”) for support. A sill pillar is left in situ between blocks.
Based on the mineralization geometry and geotechnical information, an underground longhole stoping (“LHS”) method is suitable for the Oxide and Chalcocite-enriched domains within the deposit. The Santa Cruz deposit would be mined in blocks where mining within a block occurs from bottom to top with paste backfill (“PBF”) for support. A sill pillar is left in situ between blocks.
It should be noted that the new IA is preliminary in nature, and is based on mineral resources. Unlike mineral reserves, mineral resources do not have demonstrated economic viability.
It should be noted that the IA is preliminary in nature, and is based on Mineral Resources. Unlike mineral reserves, Mineral Resources do not have demonstrated economic viability.
Underground mineable shape optimization parameters include a long-term copper price of US$3.70/lb, process recovery of 94% and a mining recovery of 100%. Nordmin, our independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above remained accurate as of December 31, 2023. 2 Kaizen Discovery Inc.
Underground mineable shape optimization parameters include a long-term copper price of US$3.70/lb, process recovery of 94% and a mining recovery of 100%. Nordmin, our independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above remained accurate as of December 31, 2024. 2 Kaizen Discovery Inc.
Underground mineable shape optimization parameters include a long-term copper price of US$3.70/lb, process recovery of 94% and a mining recovery of 100%. Nordmin, our independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above remained accurate as of December 31, 2023. 2 Kaizen Discovery Inc.
Underground mineable shape optimization parameters include a long-term copper price of US$3.70/lb, process recovery of 94% and a mining recovery of 100%. Nordmin, our independent Qualified Person, reviewed and confirmed that the Mineral Resource estimates presented in the table above remained accurate as of December 31, 2024. 2 Kaizen Discovery Inc.
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. 18 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. 14 Table of Contents In 1986, the Bureau of Mines obtained Congressional approval and funding to study in situ copper mining.
The backfill will have sufficient strength to allow mining of adjacent drifts without leaving pillars. The East Ridge deposit is approximately 380 to 690 meters below the surface and to the north of the main Santa Cruz deposit. The East Ridge deposit consists of two tabular lenses and will be mined using DAF with cemented waste rock backfill for support.
The backfill would have sufficient strength to allow mining of adjacent drifts without leaving pillars. The East Ridge deposit is approximately 380 to 690 meters below the surface and to the north of the main Santa Cruz deposit. The East Ridge deposit consists of two tabular lenses and would be mined using DAF with cemented waste rock backfill for support.
Main intake and exhaust raises will be developed with conventional shaft sinking methods to provide air to the mine workings. The mine will target a combined production of 15,000 t/d from the Santa Cruz and East Ridge deposits. Portal box cut is assumed in the IA to start in 2026.
Main intake and exhaust raises would be developed with conventional shaft sinking methods to provide air to the mine workings. The mine would target a combined production of 15,000 t/d from the Santa Cruz and East Ridge deposits. Portal box cut is assumed in the IA to start in 2026.
The I-Pulse Convertible PIK Notes are also convertible at the option of the holder at any time prior to maturity into shares of I-Pulse common stock. The I-Pulse Convertible PIK Notes matured on July 31, 2023. Series 2 Convertible Notes On April 5, 2022, we issued and sold an aggregate principal amount of $86,200,000 of our Series 2 Convertible Notes.
The I-Pulse Convertible PIK Notes were also convertible at the option of the holder at any time prior to maturity into shares of I-Pulse common stock. The I-Pulse Convertible PIK Notes matured on July 31, 2023. Series 2 Convertible Notes On April 5, 2022, we issued and sold an aggregate principal amount of $86,200,000 of our Series 2 Convertible Notes.
Within the Santa Cruz deposit, there is an Exotic domain located approximately 500 to 688 meters below the surface and to the east of the main deposit. The Exotic domain consists of flatter lenses that are more amenable to drift and fill (“DAF”) mining. Cemented waste rockfill will be used for support.
Within the Santa Cruz deposit, there is an Exotic domain located approximately 500 to 688 meters below the surface and to the east of the main deposit. The Exotic domain consists of flatter lenses that are more amenable to drift and fill (“DAF”) mining. Cemented waste rockfill would be used for support.
Portions of the Project area are in the 100-year flood plain of the North Branch of Santa Cruz Wash. Within the 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 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 Project site is a known nesting area for burrowing owls protected under the Migratory Bird Treaty Act and US Fish and Wildlife beneficial practices to avoid and minimize impacts to birds have been and will continue to be implemented as the Project develops.
Portions of the Project site are a known nesting area for burrowing owls protected under the Migratory Bird Treaty Act and US Fish and Wildlife. Beneficial practices to avoid and minimize impacts to birds have been and will continue to be implemented as the Project develops.
We own 1.8% of the outstanding shares of Brixton, which we acquired from Newstar Advantage Ltd., an entity affiliated with Mr. Friedland (“Newstar”) on October 1, 2021 for Cdn$2.0 million. Newstar acquired shares and warrants of Brixton in a private placement for a purchase price of Cdn$2.0 million.
We own 1.6% of the outstanding shares of Brixton, which we acquired from Newstar Advantage Ltd., an entity affiliated with Mr. Friedland (“Newstar”) on October 1, 2021 for Cdn$2.0 million. Newstar acquired shares and warrants of Brixton in a private placement for a purchase price of Cdn$2.0 million.
Pursuant to the terms of the I-Pulse Convertible PIK Notes, upon the consummation of our initial public offering, the I-Pulse Convertible PIK Notes, including any accrued but unpaid interest, may be exchanged, in whole or in part, at the option of the holder, into shares of our common stock then held by I-Pulse at a price per share equal to $4.6929 per share of common stock, subject in each case to adjustment for any stock split, stock dividend, reverse stock split, or similar transactions.
Pursuant to the terms of the I-Pulse Convertible PIK Notes, upon the consummation of our initial public offering, the I-Pulse Convertible PIK Notes, including any accrued but unpaid interest, were able to be exchanged, in whole or in part, at the option of the holder, into shares of our common stock then held by I-Pulse at a price per share equal to $4.6929 per share of common stock, subject in each case to adjustment for any stock split, stock dividend, reverse stock split, or similar transactions.
North of the Sioux-Ajax fault, the ‘ore runs’ of the Main District occur as sub-horizontal bodies connected by chimneys or pipes where crossed by faults in the shared subvertical limb of the anticline-syncline pair and along the axis of the Tintic syncline at the eastern margin.
North of the Sioux-Ajax fault, the ‘ore runs’ of the Main District occur as sub-horizontal bodies connected by chimneys or pipes were crossed by faults in the shared subvertical limb of the anticline-syncline pair and along the axis of the Tintic syncline at the eastern margin.
The JV SHA provides that (1) the CMH board comprises four individuals, of which two directors nominated by Cordoba and the other two directors nominated by JCHX; and for so long as the shareholdings in CMH remain 50%-50%, a Cordoba representative serves as the Chairperson of the CMH board, and possesses a casting vote on all matters subject to a list of reserved matters; (2) Cordoba is appointed as the operator and manager of the Alacran Project pursuant to a management services agreement and is responsible for setting the annual programs and budgets for the CMH board’s approval; (3) JCHX (or its affiliate) has right of first offer to bid on the Engineering, Procurement and Construction and Detailed Design Agreement contracts, provided that Cordoba has the right to open the process out to competitive tender; with JCHX having the right to match any competitive bid; and (4) JCHX (or its affiliate) shall be entitled to up to 100% of the offtake from the production under the current Feasibility Study of the Alacran Project, provided that they are paying fair market value and they are the most competitive offer (including a matching right for other third-party proposals).
The JV SHA provides that (1) the CMH board comprises four individuals, of which two directors nominated by Cordoba and the other two directors nominated by JCHX; and for so long as the shareholdings in CMH remain 50%-50%, a Cordoba representative serves as the Chairperson of the CMH board, and possesses a casting vote on all matters subject to a list of reserved matters; (2) Cordoba is appointed as the operator and manager of the Alacran Project pursuant to a management services agreement and is responsible for setting the annual programs and budgets for the CMH board’s approval; (3) JCHX (or its affiliate) has right of first offer to bid on the Engineering, Procurement and Construction and Detailed Design Agreement contracts, provided that Cordoba has the right to open the process out to competitive tender; with JCHX having the right to match any competitive bid; and (4) JCHX (or its affiliate) shall be entitled to up to 100% of the offtake from the production currently estimated for the Alacran Project, provided that they are paying fair market value and they are the most competitive offer (including a matching right for other third-party proposals).
In addition, a random selection of the drill hole database results was compared with the original records. • The mineral resources in this estimate for the Santa Cruz, East Ridge, and Texaco deposits used Datamine Studio RMTM software to create the block models. • The mineral resources are current to December 31, 2022 and December 31, 2023. • Underground-constrained mineral resources for the Santa Cruz deposit are reported at a CoG of 0.70% total copper, Texaco deposit are reported at a CoG of 0.80% total copper and East Ridge deposit are reported at a CoG of 0.90% total copper.
In addition, a random selection of the drill hole database results was compared with the original records. • The Mineral Resources in this estimate for the Santa Cruz, East Ridge, and Texaco deposits used Datamine Studio RMTM software to create the block models. • The Mineral Resources are current to December 31, 2024. • Underground-constrained Mineral Resources for the Santa Cruz deposit are reported at a CoG of 0.70% total copper, Texaco deposit are reported at a CoG of 0.80% total copper and East Ridge deposit are reported at a CoG of 0.90% total copper.
The Ivory Coast Project consists of three exploration permits owned by Sama Nickel, a subsidiary of Sama, 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 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 .
Existing and past land uses in the 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 Project area is flat, sandy, and sparsely vegetated.
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.
The Project is an intermediate stage exploration project and includes a NI 43-101 Mineral Resource Estimate titled Pinaya Gold-Copper Project, Caylloma and Lampa Provinces, Peru, NI 43-101 Technical Report with an effective date of April 26, 2016.
The Project is an intermediate stage exploration project and includes a NI 43-101 Mineral Resource estimate contained in a NI 43-101 Technical Report titled Pinaya Gold-Copper Project, Caylloma and Lampa Provinces, Peru, NI 43-101 Technical Report, with an effective date of April 26, 2016.
Supergene enrichment is a mineral deposition process in which near-surface oxidation produces acidic solutions that leach metals, carry them downward, and reprecipitate them, thus enriching sulfide minerals already present. Sometime following the development of supergene mineralization, the Santa Cruz system was dismembered, displaced, and eventually buried as a result of Basin and Range extensional tectonism.
Supergene enrichment is a mineral deposition process in which near-surface oxidation produces acidic solutions that leach metals, carry them downward, and reprecipitate them, thus enriching sulfide minerals already present. Sometime following the 18 Table of Contents development of supergene mineralization, the Santa Cruz system was dismembered, displaced, and eventually buried as a result of Basin and Range extensional tectonism.
Figure: Annual Cash Flow Summary (Without Inferred Material) Source: SRK, 2023 Conclusions and Recommendations by the Qualified Persons. Under the assumptions presented in the IA, and based on the available data, the mineral resource estimates show reasonable prospects of economic extraction. The recommended program is for the Company to complete a pre-feasibility study (“PFS”) level technical report.
Figure: Annual Cash Flow Summary (Without Inferred Material) Source: SRK, 2023 For Conclusions and Recommendations by the Qualified Persons. Under the assumptions presented in the IA, and based on the available data, the Mineral Resource estimates show reasonable prospects of economic extraction. The recommended program is for the Company to complete a Pre-Feasibility Study (“PFS”).
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. 68 Table of Contents CGI does not patent its software codes.
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.
ASARCO expanded exploration efforts across the Casa Grande Valley and in 1964 the first hole was drilled on 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.
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.
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 55 Table of Contents 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 GeoSim Services Inc., with an effective date of April 26, 2016 (“Pinaya Technical Report”), which is available on SEDAR.
It should also be noted that the version of the economic analysis that includes inferred mineral resources includes inferred 32 Table of Contents mineral resources that are considered too speculative geologically to have modifying factors applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that this economic assessment will be realized.
It should also be noted that the version of the economic analysis that includes inferred Mineral Resources includes inferred Mineral Resources that are considered too speculative geologically to have modifying factors applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that this economic assessment will be realized.
In April 2018, pursuant to an investment agreement, Sama granted to us a right to nominate to the Sama board of directors two (2) directors as long as our shareholding interest of Sama remains above 10% but less than 50%, and four (4) directors if our shareholding rises to greater than 50%.
In April 2018, pursuant to an investment agreement, Sama granted to us a right to nominate to the Sama board of directors two (2) directors as long as our shareholding interest of Sama remains above 10% but less than 50%, and four (4) directors if our shareholding rises to greater than 50%. Mr. Quentin Markin and Mr.
With an active dewatering scenario pumping approximately 3,000 gallons per minute (“gpm”) for the first two years of life of mine (“LoM”), the model shows that the 23 Table of Contents annual average residual passive inflows for the first 10 years of the mine are at or below 12,000 gpm.
With an active dewatering scenario pumping approximately 3,000 gallons per minute (“gpm”) for the first two years of life of mine (“LoM”), the model shows that the annual average residual passive inflows for the first 10 years of the mine are at or below 12,000 gpm.
Santa Cruz IA site layout, requiring approximately one-third of the total land package for the mine, plant, process, tailings storage facilities and on-site generation of solar power. 27 Table of Contents Tailings Storage Facility. A significant portion of the mined material will be returned underground as backfill in the mine. Backfill is used to fill voids created during mining.
Santa Cruz IA site layout, requiring approximately one-third of the total land package for the mine, plant, process, tailings storage facilities and on-site generation of solar power. 26 Table of Contents Tailings Storage Facility. A significant portion of the mined material would be returned underground as backfill in the mine. Backfill is used to fill voids created during mining.
The new IA anticipates that the Santa Cruz Project will consist of an underground mine and processing facility producing both copper concentrate and copper cathode. The economic analysis metrics are prepared on annual after-tax basis in US$. The results of the analysis are presented in the table below.
The IA anticipates that the Santa Cruz Project would consist of an underground mine and processing facility producing both copper concentrate and copper cathode. The economic analysis metrics are prepared on annual after-tax basis in US$. The results of the analysis are presented in the table below.
The mine will be accessed by dual decline drifts from surface, with one drift serving as the main access and the other as a railveyor drift for material handling. Mineralization is transported from stopes via loader to an ore pass system and then to surface by the railveyor.
The mine would be accessed by dual decline drifts from surface, with one drift serving as the main access and the other as a railveyor drift for material handling. Mineralization would be transported from stopes via loader to an ore pass system and then to surface by the railveyor.
Table: Concentrate Terms Item Unit Value Payability % 96.5 Treatment Charge $/dmt 65 Refining Charge $/lb 0.065 Transport Cost $/wmt 90 Source: SRK, 2023 28 Table of Contents As the Project is an early-stage greenfield project, there are a large number of contracts required for the development and operation of the site.
Table: Concentrate Terms Item Unit Value Payability % 96.5 Treatment Charge $/dmt 65 Refining Charge $/lb 0.065 Transport Cost $/wmt 90 Source: SRK, 2023 27 Table of Contents As the Santa Cruz Project is an early-stage greenfield project, there are a large number of contracts required for the development and operation of the site.
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 Saudi JVCo Base Metals Precious Metals Exploration license 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 Option to acquire up to 60% 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 1 Peru 100.65 km 2 Exploration Shareholder in Kaizen 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 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.
Total soluble copper is not reported for the primary domain. The Santa Cruz Project did not have any Mineral Reserves as at December 31, 2023 or 2022. 22 Table of Contents Mineral Processing and Metallurgical Testing. Metallurgy and processing test work were directed by Met Engineering LLC and conducted at McClelland Labs in Sparks, Nevada.
Total soluble copper is not reported for the primary domain. The Santa Cruz Project did not have any Mineral Reserves as at December 31, 2024. 22 Table of Contents Mineral Processing and Metallurgical Testing. Metallurgy and processing test work were directed by Met Engineering LLC and conducted at McClelland Labs in Sparks, Nevada.
As the Project progresses, more detailed market work in the form of market studies will be completed to support further study efforts. SRK cautions that price forecasting is an inherently forward-looking exercise dependent upon numerous assumptions.
As the Project progresses, more detailed market work in the form of market studies will be completed to support further study efforts. Price forecasting is an inherently forward-looking exercise dependent upon numerous assumptions.
The Santa Cruz Project encompasses approximately 78.25 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 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.
Power for the Project could be provided from a number of sources, or combination of sources, ranging from grid supply to microgrid renewable energy supply.
Power for the Santa Cruz Project could be provided from a number of sources, or combination of sources, ranging from grid supply to microgrid renewable energy supply.
It was prepared in accordance with the requirements of S-K 1300. SRK Consulting (U.S.) Inc. is not affiliated with us or any other entity that has an ownership, royalty or other interest in the Tintic Project. The Technical Report Summary on the Tintic Project, Utah, U.S.A. is included as Exhibit 96.2 hereto.
It was prepared in accordance with the requirements of S-K 1300. SRK Consulting (U.S.) Inc. is not affiliated with us or any other entity that has an ownership, royalty or other interest in the Tintic Project. The Technical Report Summary on the Tintic Project, Utah, U.S.A. is included as Exhibit 99.1 hereto.
From year 11 through 25 of LoM, the residual passive inflows range from approximately 15,000 to 18,000 gpm. Figure: Completed Mine Plan 24 Table of Contents The table below summarizes the total tonnage and grades within the mine plan.
From year 11 through 25 of LoM, the residual passive inflows range from approximately 15,000 to 18,000 gpm. 23 Table of Contents Figure: Completed Mine Plan The table below summarizes the total tonnage and grades within the proposed mine plan.
A UIC permit is administered by Region 9 of the EPA under the federal Safe Drinking Water Act but the issuance of a Class V UIC permit, which is what the project would require for paste backfill, is “authorized by rule”.
A UIC permit is administered by Region 9 of the EPA under the federal Safe Drinking Water Act but the issuance of a Class V UIC permit, which is what the project would 16 Table of Contents require for paste backfill, is “authorized by rule”.
The Joint Venture has exclusive access to explore approximately 48,500 km 2 of underexplored land on the Arabian Shield that Ma’aden will make available to the Joint Venture. 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 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 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 Mineral Resource estimate satisfied S-K 1300 standards and remained accurate as of December 31, 2023.
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.
This capital cost includes all process areas facilities in the Santa Cruz plant proper starting with the primary crushing, and continuing through grinding, agitated leaching, solvent extraction and electrowinning, leach residue neutralization, leach residue grinding, rougher flotation, concentrate regrinding, cleaner flotation, concentrate dewatering and tailing dewatering and pumping to the TSF.
This capital cost includes all process areas facilities in the Santa Cruz 28 Table of Contents plant proper starting with the primary crushing, and continuing through grinding, agitated leaching, solvent extraction and electrowinning, leach residue neutralization, leach residue grinding, rougher flotation, concentrate regrinding, cleaner flotation, concentrate dewatering and tailing dewatering and pumping to the TSF.
All such reports are also available free of charge via EDGAR through the SEC website at www.sec.gov . 72 Table of Contents
All such reports are also available free of charge via EDGAR through the SEC website at www.sec.gov . 61 Table of Contents
The process simulation used overall recoveries of 96% for the acid soluble copper as cathode copper and 93% for the sulfide copper into concentrate.
The process simulation used overall recoveries of 96% for the acid soluble copper as cathode copper and 93% for the sulfide copper into concentrate. Project Infrastructure.
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, 2023. 56 Table of Contents Map: Location of the Pinaya Project within the country of Peru. 57 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, 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.
The water balance excludes the water rights associated with the surface title of the Project. Market Studies and Contracts. A flat copper price of $3.80/lb has been selected for this study.
The water balance excludes the water rights associated with the surface title of the land associated with the Santa Cruz Project. Market Studies and Contracts. A flat copper price of $3.80/lb has been selected for this study.
The Initial Assessment for the Santa Cruz Project, completed in September 2023, focuses on a small surface footprint, underground copper mine with an average of 5.5 million tonnes mined annually, exclusively from the high-grade exotic, oxide and enriched domains of the Santa Cruz and East Ridge Deposits.
The Initial Assessment for the Santa Cruz Project, completed in September 2023, focuses on an underground copper mine with an average of 5.5 million tonnes mined annually, exclusively from the high-grade exotic, oxide and enriched domains of the Santa Cruz and East Ridge Deposits.
The Pinaya Gold-Copper Project, which is wholly-owned by our subsidiary Kaizen, covers approximately 101 km 2 of granted title, plus an additional 28 km 2 under application and includes more than 10 km of underexplored strike length in southeastern Peru.
The Pinaya Gold-Copper Project, owned by our 100%-owned subsidiary Kaizen, covers approximately 101 km 2 of granted title, plus an additional 28 km 2 under application and includes more than 10 km of underexplored strike length in southeastern Peru.
The Simmons Devcor Company royalty and the several individual royalties aggregating to 2.09% encumber specified parcels of the project. NSR royalties are only payable upon production and sale of product.
The Simmons Devcor Company royalty and the several individual royalties aggregating to 2.09% encumber specified parcels of the project. NSR royalties are only payable upon production and sale of product. There are no advance royalties.
The key elements of the tailings capital cost estimation methodology include: • Material take offs by year were provided by KCB • Earthworks, lining, and piping rates from standard schedule • Borrow-to-fill provided by budgetary quotation – Turner Mining Group Table: Estimated TSF Initial Capital Cost Item US$ Million Directs 48.8 Indirects 11.3 Contingency 15.0 Total 75.1 Source: M3, 2023 30 Table of Contents Table: Estimated TSF Sustaining Capital Cost Item US$ Million Sustaining 382.2 Closure 104.6 Total 486.8 Source: M3, 2023 Mining Operating Cost Estimate.
The key elements of the tailings capital cost estimation methodology include: • Material take offs • Earthworks, lining, and piping rates from standard schedule • Borrow-to-fill provided by budgetary quotation Table: Estimated TSF Initial Capital Cost Item US$ Million Directs 48.8 Indirects 11.3 Contingency 15.0 Total 75.1 Source: M3, 2023 Table: Estimated TSF Sustaining Capital Cost Item US$ Million Sustaining 382.2 Closure 104.6 Total 486.8 Source: M3, 2023 Mining Operating Cost Estimate.
Map: Location of the Santa Cruz Project within the state of Arizona. Title. The Santa Cruz exploration area covers 75.66 km 2 , including 25.79 km 2 of private land, 2.6 km 2 of Stockraising Homestead Act (“SRHA”) lands, 238 unpatented claims, or 19.32 km 2 of U.S.
Map: Location of the Santa Cruz Project within the state of Arizona. Title. The Santa Cruz Project covers 75.66 km 2 , including 25.79 km 2 of private land, 2.6 km 2 of Stockraising Homestead Act (“SRHA”) lands, 238 unpatented claims covering 19.32 km 2 of U.S.
The Project owns sufficient fee simple land to allow for all surface infrastructure including the process facility, Tailings Storage Facility (“TSF”), offices borrow pit, and other related mine structures. Interstate highways near the Project ( 26 Table of Contents Figure.
The Santa Cruz Project owns sufficient fee simple land to allow for all surface infrastructure including the process facility, Tailings Storage Facility (“TSF”), offices borrow pit, and other related mine structures. Interstate highways near the Project ( 25 Table of Contents Figure.
As of December 31, 2023, Ivanhoe Electric and its subsidiaries had 244 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, 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.
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 an O&G 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 water exploration activities.
The mineral rights to CG100 were acquired in May 2022 along with the surface title. In November 2023, Ivanhoe Electric acquired 16 mineral exploration permits with ASLD, adding an additional 27.95 km 2 of mineral control to the project.
The mineral rights to Skull Valley were acquired in February 2022 along with the surface title. The mineral rights to CG100 were acquired in May 2022 along with the surface title. In November 2023, Ivanhoe Electric acquired 16 mineral exploration permits from ASLD, adding an additional 27.95 km 2 of mineral control to the project.
SRK notes that this model result should be viewed with caution as the removal of the inferred material is a gross adjustment and no corresponding adjustments to capital, operating cost or mill performance were made. The book value of the Santa Cruz property and its associated plant and equipment as at December 31, 2023 was $167.0 million.
SRK notes that this model result should be viewed with caution as the removal of the inferred material is a gross adjustment and no corresponding adjustments to capital, operating cost or mill performance were made. The book value of the Santa Cruz property and its associated plant and equipment as at December 31, 2024 was $177.1 million.
(Dragon) Exploration with Option to Purchase Closed — — 22-Dec-17 Option Executed in 2020 — Okelberry (Hansen) Lease Executed none none 1-Jun-15 10 years with extensions 1-Jun-25 Gleed G Toombes Purchase and Sale Closed — — 1-Mar-18 Closed — Okelberry 1 Lease Executed annually $ 5,000.00 13-Apr-18 Renewable Annually 13-Apr-24 Hansen Camp (MMC) Lease Terminated — — 12-Jun-18 5 years with extension — New United Sunbeam Mining Company Lease Executed annually $ 10,000.00 21-Jul-18 10 years with extensions 21-Jul-28 Hansen Mammoth Purchase and Sale Closed — — 4-Oct-18 5 years — Hansen Gemini Purchase and Sale Closed — — 4-Oct-18 5 years — Hansen North Star Purchase and Sale Closed — — 4-Oct-18 5 years — SITLA Lease Executed annually $ 3,570.00 1-Dec-18 10 years 1-Dec-28 Lawrence Lee Lease with Option to Purchase Executed annually $ 5,000.00 5-Dec-18 10 years 5-Dec-28 Okelberry 2 Lease Executed annually $ 15,000.00 14-Feb-19 Renewable Annually 14-Feb-25 Grand Central Silver Mines Purchase and Sale Closed — — 4-Apr-19 Closed — Duquette/McHatton Lease with Option to Purchase Closed — — 9-May-19 5 years — Adrian Vashon - Jassamine Claim Lease with Option to Purchase Executed annually $ 5,000.00 27-Jun-19 5 years 27-Jun-24 Oldroyd Purchase and Sale Closed — — 14-Jun-19 Closed — Todd Wilhite Lease with Option to Purchase Executed annually $ 15,000.00 9-Jul-19 7 years 9-Jul-26 Silver City Mines Lease with Option to Purchase Executed annually $ 10,000.00 20-Aug-19 10 years 20-Aug-29 Unpatented Claims Maintenance Fees — annually $165/claim — — — Tintic Gold Lease with Option to Purchase Executed annually $ 100,000.00 20-Jul-20 7 years 20-Jul-27 Crown Point Lease with Option to Purchase Executed annually $ 15,000.00 1-Aug-20 5 years with extensions 1-Aug-25 Steve Richins Lease with Option to Purchase Executed on execution of option $ 75,000.00 27-Oct-20 5 years 27-Oct-25 BLM Prospecting Permits Pending annually 14,840.00 — — — 38 Table of Contents Figure: Map of our claims and leases at the Tintic Project.
(Dragon) Exploration with Option to Purchase Closed — — 22-Dec-17 Option Executed in 2020 — Okelberry Lease Executed annually 24,000.00 14-Feb-25 10 years with extensions 14-Feb-30 Gleed G Toombes Purchase and Sale Closed — — 1-Mar-18 Closed — New United Sunbeam Mining Company Lease Executed annually $ 10,000.00 21-Jul-18 10 years with extensions 21-Jul-28 Hansen Mammoth Purchase and Sale Closed — — 4-Oct-18 5 years — Hansen Gemini Purchase and Sale Closed — — 4-Oct-18 5 years — Hansen North Star Purchase and Sale Closed — — 4-Oct-18 5 years — SITLA Lease Executed annually $ 3,570.00 1-Dec-18 10 years 1-Dec-28 Lawrence Lee Lease with Option to Purchase Executed annually $ 5,000.00 5-Dec-18 10 years 5-Dec-28 Grand Central Silver Mines Purchase and Sale Closed — — 4-Apr-19 Closed — Duquette/McHatton Lease with Option to Purchase Closed — — 9-May-19 5 years — Adrian Vashon - Jassamine Claim Lease with Option to Purchase Closed — — 27-Jun-19 5 years — Oldroyd Purchase and Sale Closed — — 14-Jun-19 Closed — Todd Wilhite Lease with Option to Purchase Executed annually $ 15,000.00 9-Jul-19 7 years 9-Jul-26 Silver City Mines Lease with Option to Purchase Executed annually $ 10,000.00 20-Aug-19 10 years 20-Aug-29 Unpatented Claims Maintenance Fees — annually $165/claim — — — Tintic Gold Lease with Option to Purchase Executed annually $ 100,000.00 20-Jul-20 7 years 20-Jul-27 Crown Point Lease with Option to Purchase Executed annually $ 15,000.00 1-Aug-20 5 years with extensions 1-Aug-25 Steve Richins Lease with Option to Purchase Executed on execution of option $ 75,000.00 27-Oct-20 5 years 27-Oct-25 BLM Prospecting Permits Pending annually 14,840.00 — — — Tintic Pioneer Mining Company Purchase and Sale Closed — — 10/20/2022 — — 36 Table of Contents Figure: Map of our claims and leases at the Tintic Project.
Table: Mining Operating Costs LoM Tonnes Mined (000) Category US$000 107,134* US$/t Mined Operating Development 481,021 4.49 Production (Drilling, Blasting, Loading, Hauling and Backfill) 1,139,843 10.64 Other mining costs (Services, Maintenance, Rehab and Definition Drilling) 458,564 4.28 Mine engineering and administration 592,085 5.54 Contingency (9.5%) 254,664 2.39 Total 2,926,177 27.33 * LoM Tonnes mined includes 100,244 kt of process material, 4,942 kt of marginal material and 1,948 kt of waste.
A summary of the LoM unit mine operating costs is presented below. 29 Table of Contents Table: Mining Operating Costs LoM Tonnes Mined (000) Category US$000 107,134* US$/t Mined Operating Development 481,021 4.49 Production (Drilling, Blasting, Loading, Hauling and Backfill) 1,139,843 10.64 Other mining costs (Services, Maintenance, Rehab and Definition Drilling) 458,564 4.28 Mine engineering and administration 592,085 5.54 Contingency (9.5%) 254,664 2.39 Total 2,926,177 27.33 * LoM Tonnes mined includes 100,244 kt of process material, 4,942 kt of marginal material and 1,948 kt of waste.
Should the EIA not be approved by the second anniversary of the closing date, JCHX will have the option to elect not to complete this final installment, which will result in JCHX being diluted to 40% and Cordoba increasing to a majority 60% shareholding in CMH.
Should the EIA not be approved by the second anniversary of the closing date, JCHX will have the option to elect not to complete this final installment, which will result in JCHX being diluted to 40% and Cordoba increasing to a majority 60% shareholding in CMH. Cordoba owns 50% of CMH while JCHX directly owns the other 50% of CMH.
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 Cordoba Mineral Corp. 5 Alacran Probable 97,950,000 0.41 — 0.23 2.63 402,628 — 738,570 8,289,133 Colombia Copper Gold Silver 1 S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona, dated September 6, 2023 - Santa Cruz Deposit 0.70% TCu cut-off, Texaco Deposit 0.80% TCu cut-off, and East Ridge 0.90% TCu cut-off; $3.70/lb Cu.
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 Cordoba Mineral Corp. 7 Alacran Probable 97,950,000 0.41 — 0.23 2.63 403,000 — 739,000 8,289,000 Colombia Copper Gold Silver 1 S-K 1300 Initial Assessment & Technical Report Summary, Santa Cruz Project, Arizona, dated September 6, 2023 - Santa Cruz Deposit 0.70% TCu cut-off, Texaco Deposit 0.80% TCu cut-off, and East Ridge 0.90% TCu cut-off; $3.70/lb Cu.
Most importantly, the minerals that are the focus of our exploration and development efforts play a critical role by supporting electrification and enabling the clean energy transition. Our United States Mineral Projects Our two material mineral projects are the Santa Cruz Project in Arizona and the Tintic Project in Utah.
Most importantly, the minerals that are the focus of our exploration and development efforts play a critical role by supporting electrification and enabling the clean energy transition. Our United States Mineral Projects Our sole material mineral project is the Santa Cruz Project in Arizona.
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 2022 Policy Perception Index 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.
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.
The initial capex includes the ventilation chiller for the underground mine, the main plant substation, fresh and process water ponds, and the batch plant, and the surface ancillary buildings.
The initial capital expenditure includes the ventilation chiller for the underground mine, the main plant substation, fresh and process water ponds, and the batch plant, and the surface ancillary buildings.

… 424 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

138 edited+25 added−120 removed175 unchanged
Biggest changeAccordingly, 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. 93 Table of Contents 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 on a prior occasion.
Biggest changeAccordingly, 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.
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, vanadium, cobalt, platinum group elements, gold 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, vanadium, cobalt, platinum group elements and silver).
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.
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 amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any state law claims for: • any derivative action or proceeding brought on our behalf; • any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; • any action asserting a claim arising pursuant to the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws; or • any action asserting a claim that is governed by the internal affairs doctrine (the “Delaware Forum Provision”).
Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any state law claims for: • any derivative action or proceeding brought on our behalf; • any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; • any action asserting a claim arising pursuant to the DGCL, our amended and restated certificate of incorporation or our second amended and restated bylaws; or • any action asserting a claim that is governed by the internal affairs doctrine (the “Delaware Forum Provision”).
Item 1A. Risk Factors The following risks and uncertainties may have a material and adverse effect on our business, financial condition, results of operations, or stock price. You should consider these risks and uncertainties carefully, together with all of the other information contained in this Annual Report, including our consolidated financial statements and related notes.
Item 1A. Risk Factors The following risks and uncertainties may have a material and adverse effect on our business, financial condition, results of operations, prospects, or stock price. You should consider these risks and uncertainties carefully, together with all of the other information contained in this Annual Report, including our consolidated financial statements and related notes.
Any such actions and the resulting media coverage could have an adverse effect on our reputation and financial condition or our relationships with the communities in which we operate, which could have a material adverse effect on our business, financial condition or results of operations. Our operations involve significant risks and hazards inherent to the mining industry.
Any such actions and the resulting media coverage could have an adverse effect on our reputation and financial condition or our relationships with the communities in which we operate, which could have a material adverse effect on our business, prospects, financial condition or results of operations. Our operations involve significant risks and hazards inherent to the mining industry.
See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related to our Mining Businesses and the Mining Industry We operate no mines, and the development of our mineral projects into mines is highly speculative in nature, may be unsuccessful, and may never result in the development of an operating mine.
See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related to our Mining Businesses and the Mining Industry We operate no mines, and the exploration and development of our mineral projects into mines is highly speculative in nature, may be unsuccessful, and may never result in the development of an operating mine. We operate no mines.
Any figures presented for mineral resources in this Annual Report and those which may be presented in the future are and will only be estimates and depend on geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis, which might prove to be materially inaccurate.
Any figures presented for Mineral Resources or Mineral Reserves in this Annual Report and those which may be presented in the future are and will only be estimates and depend on geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis, which might prove to be materially inaccurate.
The FCPA also requires companies to maintain accurate books and records and internal controls. As we have certain subsidiaries, mineral projects and investments 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 Colombia, Peru, Ivory Coast, Saudi Arabia and the PRC, there is a risk of potential FCPA violations.
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 the pre-feasibility or Feasibility Study 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 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.
Litigation brought to protect and enforce its intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of its intellectual property. Furthermore, VRB’s efforts to enforce its intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of its intellectual property rights.
Litigation brought to protect and enforce its intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of its intellectual property. Furthermore, efforts to enforce intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of its intellectual property rights.
We may be the target of similar litigation in the future. Securities litigation could result in substantial costs and damages and divert management’s attention and resources. Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult.
We may be the target of similar litigation in the future. Securities litigation could result in substantial costs and damages and divert management’s attention and resources. 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.
The occurrence of any of the foregoing, as well as any new environmental, health and safety laws and regulations applicable to our business or stricter interpretation or enforcement of existing laws and regulations, could have a material adverse effect on our business, financial condition and results of operations.
The occurrence of any of the foregoing, as well as any new environmental, health and safety laws and regulations applicable to our business or stricter interpretation or enforcement of existing laws and regulations, could have a material adverse effect on our business, prospects, financial condition and results of operations.
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.
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.
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.
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 subject to environmental laws, regulations and permits in the various jurisdictions in which we operate, including those relating to, among other things, the removal and extraction of natural resources, the emission and discharge of materials into the environment, including plant and wildlife protection, remediation of soil and groundwater contamination, reclamation and closure of properties, including Tailings and waste storage facilities, groundwater quality and availability, and the handling, storage, transport and disposal of wastes and hazardous materials.
We are subject to environmental, health and safety laws, regulations and permits in the various jurisdictions in which we operate, including those relating to, among other things, the removal and extraction of natural resources, the emission and discharge of materials into the environment, including plant and wildlife protection, remediation of soil and groundwater contamination, reclamation and closure of properties, including tailings and waste storage facilities, groundwater quality and availability, and the handling, storage, transport and disposal of wastes and hazardous materials.
Our operations involve the operation of large machines, heavy mobile equipment and drilling equipment. Hazards such as adverse environmental conditions, unusual or unexpected geological formations, metallurgical and other processing problems, industrial accidents, cave-ins, mechanical equipment failure, facility performance problems, fire and natural phenomena such as inclement weather conditions, floods, landslides and earthquakes are inherent risks in our activities.
Our operations involve the operation of large machines, heavy mobile equipment and drilling equipment. Hazards such as adverse environmental conditions, unusual or unexpected geological formations, metallurgical and other processing problems, industrial accidents, cave-ins, mechanical equipment failure, facility performance problems, fire and natural phenomena such as inclement weather conditions, excessive heat, floods, landslides and earthquakes are inherent risks in our activities.
The market price for our common stock may be influenced by many factors, including: the failure to identify mineral resources or 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, Australia, 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 95 Table of Contents the impact of the COVID-19 pandemic, 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 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.
RISKS RELATED TO INTELLECTUAL PROPERTY If we are unable to successfully obtain, maintain, protect, enforce or otherwise manage our intellectual property and proprietary rights, we may incur significant expenses and our business may be adversely affected. Our success and ability to compete depend in part upon the proprietary nature of, and protection for, our products, technologies, processes and know-how.
RISKS RELATED TO INTELLECTUAL PROPERTY If we are unable to successfully obtain, maintain, protect, enforce or otherwise manage our intellectual property and proprietary rights, we may incur significant expenses and our business may be adversely affected. Our success and ability to compete depends in part upon the proprietary nature of, and protection for, our products, technologies, processes and know-how.
NGOs or local community organizations could direct adverse publicity against and/or disrupt our operations in respect of one or more of our properties, regardless of our successful compliance with social and environmental best practices, due to political factors, activities of unrelated third parties on lands in which we have an interest or our operations specifically.
NGOs or local community organizations could direct adverse publicity against and/or disrupt and/or halt our operations in respect of one or more of our mineral properties regardless of our successful compliance with social and environmental best practices, due to political factors, activities of unrelated third parties on lands in which we have an interest, or our operations specifically.
The actual operating costs at any mineral project that we are able to develop into an operating mine will depend upon changes in the availability and prices of labor, equipment and infrastructure, variances in Ore recovery and mining rates from those assumed in any mining plan that may be generated, operational risks, changes in governmental regulation, including taxation, environmental, permitting and other regulations and other factors, many of which are beyond our control.
The actual operating costs at any mineral project that we are able to develop into an operating mine will depend upon changes in the availability and prices of labor, equipment and infrastructure, general inflation in the economy, variances in Ore recovery and mining rates from those assumed in any mining plan that may be generated, operational risks, changes in governmental regulation, including taxation, environmental, permitting and other regulations and other factors, many of which are beyond our control.
If we fail to secure a sufficient supply of key raw materials and components and we are unable to produce them in-house in a timely fashion, it would result in a significant delay in our manufacturing and shipments, which may cause us to breach our sales contracts with our customers.
If we fail to secure a sufficient supply of key raw materials and components and we are unable to produce them in-house in a timely fashion, it could result in a significant delay in our manufacturing and shipments, which may cause us to breach our sales contracts with our customers.
There is a degree of uncertainty attributable to the calculation of mineral resources. Until mineral resources are actually mined and processed, the quantity of metal and grades are considered as estimates only and the estimated levels of metals contained within such mineral resource estimates may not actually be produced.
There is a degree of uncertainty attributable to the calculation of Mineral Resources and Mineral Reserves. Until Mineral Resources and Mineral Reserves are actually mined and processed, the quantity of metal and grades are considered as estimates only and the estimated levels of metals contained within such Mineral Resource and Mineral Reserve estimates may not actually be produced.
The estimation of mineral resources (as well as mineral reserves) is a subjective process that is partially dependent upon the judgment of the persons preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, statistical analysis of drilling results and industry practices.
The estimation of Mineral Resources and Mineral Reserves is a subjective process that is partially dependent upon the judgment of the persons preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, statistical analysis of drilling results and industry practices.
Any of the following events, among the other uncertainties and risks described in this Annual Report, could affect the ultimate accuracy of such estimates: 78 Table of Contents • 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; • 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 royalty, duty, and tax rates; • permitting costs and requirements; and • general demand for skilled labor, steel, 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; 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.
We may receive in the future notices that claim we or our clients using our products have misappropriated or misused other parties’ intellectual property rights, particularly as the number of competitors in our market grows and the functionality of products among competitors overlaps.
We may receive in the future notices that claim we or our customers using our products have misappropriated or misused other parties’ intellectual property rights, particularly as the number of competitors in our market grows and the functionality of products among competitors overlaps.
Further, in some instances, our agreements with our clients include indemnification provisions under which we or our subsidiaries agree to indemnify such parties for losses suffered or incurred in connection with third party claims for intellectual property infringement.
Further, in some instances, our agreements with our customers include indemnification provisions under which we or our subsidiaries agree to indemnify such parties for losses suffered or incurred in connection with third party claims for intellectual property infringement.
We expect to continue to incur negative operating cash flows and net losses until such time as one or more of our mineral projects or other businesses generates sufficient revenues to fund our continuing operations.
We expect to continue to incur negative operating cash flows and net losses until such time as one or more of our mineral projects or other businesses generate sufficient revenues to fund our continuing operations.
In the second proceeding, Cordoba (along with the National Mining Agency, Ministry of Mines and Energy, the local environmental authority, the Municipality of Puerto Libertador and the State of Cordoba) were served with a class action claim by individuals purporting to represent the Alacran Community — “Asociación de Mineros de El 82 Table of Contents Alacrán” (“Alacran Community”).
In the second proceeding, Cordoba (along with the National Mining Agency, Ministry of Mines and Energy, the local environmental authority, the Municipality of Puerto Libertador and the State of Cordoba) were served with a class action claim by individuals purporting to represent the Alacran Community — “Asociación de Mineros de El Alacrán” (“Alacran Community”).
If we are unable to assert that our internal control over financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the valuation of our common stock could be adversely affected.
If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the valuation of our common stock could be adversely affected.
Those reviews could result in adverse tax consequences and unexpected financial costs and exposure. 94 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 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 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 .
If during the evaluation and testing process, we identify one or more material weaknesses in the design or effectiveness of our internal control over financial reporting or determine that existing material weaknesses have not been remediated, 98 Table of Contents our management will be unable to assert that our internal control over financial reporting is effective.
If during the evaluation and testing process, we identify one or more material weaknesses in the design or effectiveness of our internal control over financial reporting or determine that existing material weaknesses have not been remediated, our management will be unable to assert that our internal control over financial reporting is effective.
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 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 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.
The permitting process can vary by jurisdiction in terms of its complexity and likely outcomes. The 76 Table of Contents applicable laws and regulations, and the related judicial interpretations and enforcement policies change frequently, which can make it difficult for us to obtain and renew permits and to comply with applicable requirements.
The permitting process can vary by jurisdiction in terms of its complexity and likely outcomes. The applicable laws and regulations, and the related judicial interpretations and enforcement policies change frequently, which can make it difficult for us to obtain and renew permits and to comply with applicable requirements.
These risks include: • the possible unilateral cancellation or forced re-negotiation of contracts and licenses; 92 Table of Contents • unfavorable or arbitrary changes in laws and regulations; • 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; • 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; 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.
Parties making the infringement claim may also obtain an injunction that can prevent us from selling our products or using technology that contains the allegedly infringing contents.
Parties making the infringement claim may also obtain an injunction that can prevent us from selling our products or using technology that contains the allegedly infringing materials.
In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to our detriment.
In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain new or prospective properties or mines or significant market share to our detriment.
Further, we may be unable to exert control over strategic decisions made in respect of such joint venture properties. 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. Joint ventures and similar arrangements may also impose financial, operational and other requirements on each of the parties.
If we were to discover that our products violate third-party proprietary rights, we may be unable to continue offering our products on commercially reasonable terms, or at all, to redesign our technology to avoid infringement or to avoid or settle litigation regarding alleged infringement without substantial expense and damage 88 Table of Contents awards.
If we were to discover that our products violate third-party proprietary rights, we may be unable to continue offering our products on commercially reasonable terms, or at all, to redesign our technology to avoid infringement or to avoid or settle litigation regarding alleged infringement without substantial expense and damage awards.
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.
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.
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 venture with Ma’aden, 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, 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.
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. Item 1B. Unresolved Staff Comments Not applicable
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.
While each company takes all formal steps to notify the authorities when illegal miners operate in an unsafe manner, illegal miners may advance within close proximity to our contemplated mine sites or trespass on them, which may disrupt exploration and development activities, and may result in increased costs to address the presence of such illegal miners.
While all formal steps are taken to notify the authorities when illegal miners operate in an unsafe manner, illegal miners may advance within close proximity to our contemplated mine sites or trespass on them, which may disrupt exploration and development activities, and may result in increased costs to address the presence of such illegal miners.
If the Federal Forum Provision is found to be 97 Table of Contents unenforceable, we may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid.
If the Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid.
In addition, it may not be possible to economically mine or process any of our mineral resources. 74 Table of Contents Material changes in mineral resources, if any, grades, stripping ratios or Recovery Rates may affect the economic viability of any project.
In addition, it may not be possible to economically mine or process any of our Mineral Resources. Material changes in Mineral Resources or Mineral Reserves, if any, grades, stripping ratios or Recovery Rates may affect the economic viability of any project.
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.
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.
Departures by our executive management team could have a negative impact on our business, as we may not be able to find suitable personnel to replace departing management on a timely basis, or at all. The loss of Mr.
Departures by our executive management team could have a negative impact on our business, as we may not be able to find suitable personnel to replace departing management on a timely basis, or at all.
Disruptions in the financial markets as a result of the worsening of the COVID-19 pandemic could make it more difficult for us to access the capital markets in the future.
Disruptions in the financial markets as a result of a pandemic could make it more difficult for us to access the capital markets in the future.
VRB may experience significant delays in the design, production and launch of its battery projects, which could harm our business, prospects, financial condition and operating results. VRB’s research and development team is continually looking to improve its battery systems.
Our vanadium battery businesses may experience significant delays in the design, production and launch of its battery projects, which could harm our business, prospects, financial condition and operating results. Our vanadium battery businesses’ research and development team is continually looking to improve its battery systems.
Extended declines in the market price for minerals such as copper, nickel, vanadium, cobalt, platinum group elements, gold and silver may render portions of our mineralization uneconomic and result in reduced reported volume and grades, which in turn could have a material adverse effect on our financial performance, financial position and results of operations, as well as a reduction in the amount of mineral resources.
Extended declines in the market price for minerals such as copper, gold, nickel and silver may render portions of our mineralization uneconomic and result in reduced reported volume and grades, which in turn could have a material adverse effect on our financial performance, financial position and results of operations, as well as a reduction in the amount of Mineral Resources or Mineral Reserves.
Significant developments in alternative energy storage technologies, such as fuel cell technology, advanced diesel, coal, ethanol or natural gas, or breathing batteries, may materially and adversely affect our business, prospects, financial condition and operating results in ways that we may not currently anticipate.
Developments in alternative technology may adversely affect the demand for vanadium battery products. Significant developments in alternative energy storage technologies, such as fuel cell technology, advanced diesel, coal, ethanol or natural gas, or breathing batteries, may materially and adversely affect our business, prospects, financial condition and operating results in ways that we may not currently anticipate.
Most of our outstanding shares of common stock can be sold at any time pursuant to Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to registration statements that we have filed or agreed to file to permit the resale of such shares.
Most of our outstanding shares of common stock can be sold at any time pursuant to Rule 144 of the Securities Act, or pursuant to registration statements that we have filed or agreed to file to permit the resale of such shares.
A continued deterioration in the United States-PRC relationship, which may be evidenced by tariff and non-tariff barriers, lack of advancement on trade negotiations, domestic “buy local” policies, lack of business travel and business contact, and potentially sanctions or other barriers to commerce, may negatively affect VRB’s business, business prospects, results of operations and cash flows.
A deterioration in the United States-PRC relationship, which may be evidenced by tariff and non-tariff barriers, lack of advancement on trade negotiations, domestic “buy local” policies, lack of business travel and business contact, and potentially sanctions or other barriers to commerce, may negatively affect our vanadium battery joint venture, business prospects, results of operations and cash flows.
Our research and development efforts may not be sufficient to adapt to changes in alternative technology and we may not compete effectively with alternative systems if we are not able to source and integrate the latest technology into our battery products. VRB manufactures and markets vanadium-based battery systems.
Our research and development efforts may not be sufficient to adapt to changes in alternative technology and we may not compete effectively with alternative systems if we are not able to source and integrate the latest technology into our battery products.
Federal, state, and local governments have implemented various mitigation measures at various times since the pandemic began, including travel restrictions, border closings, restrictions on public gatherings, shelter-in-place restrictions and limitations on non-essential business. Some of these actions may halt, hinder, delay or slowdown our exploration activities or future development of mining operations, or increase our costs to conduct such activities.
Federal, state, and local governments may implement various mitigation measures at various times to address a pandemic, including travel restrictions, border closings, restrictions on public gatherings, shelter-in-place restrictions and limitations on non-essential business. Some of these actions may halt, hinder, delay or slowdown our exploration activities or future development of mining operations, or increase our costs to conduct such activities.
Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • amendments to certain provisions of our amended and restated certificate of incorporation or amendments to our 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 do 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; 96 Table of Contents • 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.
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.
Any failure of us or such other companies to meet our and their respective obligations, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on the joint ventures or their properties and, therefore, could have a material adverse effect on our results of operations, financial performance, cash flows and the price of our common stock.
Any failure of us or such other companies to meet our and their respective obligations or to provide additional funding when required, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on the joint ventures or their business and, therefore, could have a material adverse effect on our results of operations, financial performance, cash flows and the price of our common stock.
Certain non-governmental organizations, public interest groups and reporting organizations (“NGOs”) that oppose resource development can be vocal critics of the mining industry. In addition, there have been many instances in which local community groups have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation.
Certain non-governmental organizations, community groups, public interest groups and reporting organizations (“NGOs”) that oppose resource development are vocal critics of the mining industry. In addition, there have been many instances in which local community groups have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation, and in some cases halted development altogether.
Any failure by us or our licensor to establish, protect and enforce our intellectual property rights could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows, as would any breach by the licensor of our license agreements. We may not be able to protect our intellectual property rights in the PRC.
Any failure by us or our licensor to establish, protect and enforce our intellectual property rights could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows, as would any breach by the licensor of our license agreements.
Moreover, the price of purchased raw materials, components and assembled batteries could fluctuate significantly due to circumstances beyond our control.
Moreover, the price and quality of purchased raw materials, including vanadium electrolyte, components and assembled batteries could fluctuate significantly due to circumstances beyond our control.
RISKS RELATED TO GOVERNMENT REGULATIONS AND INTERNATIONAL OPERATIONS We have subsidiaries, mineral projects, investments in mineral projects or exploration activities in the United States, Canada, Australia, Colombia, Peru, Ivory Coast and Saudi Arabia where the governments extensively regulate mineral exploration and mining operations, 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, 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.
The mineral resource calculations made at our material mineral projects and other projects are only estimates and may not reflect the amount of minerals that may ultimately be extracted from those projects.
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.
In addition, the Deed of Trust requires us to pay the Santa Cruz Promissory Note in full prior to commencing material construction on the Santa Cruz Project, which could materially adversely impact our business and the value of the Santa Cruz Project. See “Business — “Material and Key Mineral Projects — Santa Cruz Project, Arizona, USA”.
In addition, the Deed of Trust requires us to pay the Santa Cruz Promissory Note in full prior to commencing material construction on the Santa Cruz Project, which could materially adversely impact our business and the value of the Santa Cruz Project and/or delay its development. See “Business — “Mineral Projects — Santa Cruz Project, Arizona, USA” .
The situation may become unstable and may deteriorate in the future into violence, including kidnapping, gang warfare, homicide and/or terrorist activity. Any such actions may generally disrupt supply chains and business activities in Colombia, and discourage qualified individuals from being involved with Cordoba’s operations.
Colombia is home to South America’s largest and longest running insurgency. The situation may become unstable and may deteriorate in the future into violence, including kidnapping, gang warfare, homicide and/or terrorist activity. Any such actions may generally disrupt supply chains and business activities in Colombia, and discourage qualified individuals from being involved with Cordoba’s operations.
The prices of the minerals for which we are principally exploring (copper, nickel, vanadium, cobalt, platinum group elements, gold and silver) change on a daily basis, and a substantial or extended decline in the prices of these minerals could materially and adversely affect our ability to raise capital, conduct exploration activities, and develop or operate a mine.
The prices of the minerals for which we are principally exploring change on a daily basis, and a substantial or extended decline in the prices of these minerals could materially and adversely affect our ability to raise capital, conduct exploration activities, and develop or operate a mine.
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.
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.
A significant number of years, several studies, and substantial expenditures are typically required to establish economic mineralization in the form of Proven Mineral Reserves and Probable Mineral Reserves, to determine processes to extract the metals and, if required, to construct mining, processing, and tailing facilities and obtain the rights to the land and the resources (including capital) required to develop the mining operation.
Significant time and expenditures are typically required to establish economic mineralization in the form of mineral reserves, to determine processes to extract the metals and, if required, to construct mining, processing, and tailing facilities and obtain the rights to the land and the resources (including capital) required to develop the mining operation.
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.
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, our option agreements and purchase agreements are often complex and may be subject to interpretation or uncertainties. The owners of subsurface mineral and surface rights and other counterparties may interpret our interests in a manner adverse to us.
At times, the owners of mineral and surface rights may be unable or unwilling to fulfill their contractual obligations to us. In addition, our option agreements and purchase agreements are often complex and may be subject to interpretation or uncertainties. The owners of mineral and surface rights and other counterparties may interpret our interests in a manner adverse to us.
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.
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.
Pursuant to such requirements, we may be subject to inspections or reviews by governmental authorities. Failure to comply with these environmental requirements may expose us to litigation, fines or other sanctions, including the revocation of permits and suspension of operations. We expect to continue to incur significant capital and other compliance costs related to such requirements.
Failure to comply with these environmental, health and safety requirements may expose us to litigation, fines or other sanctions, including the revocation of permits and suspension of operations. We expect to continue to incur significant capital and other compliance costs related to such requirements.
We may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on our business, financial condition or results of operations.
We may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on our business, financial condition or results of operations. Increases in demand for, and cost of, exploration, development and construction services and equipment may have a material adverse effect on our business.
Development projects are also subject to the successful completion of feasibility studies, issuance of necessary governmental permits and availability of adequate financing. Any of these factors may result in us being unable to successfully develop a commercially viable operating mine.
Development projects are also subject to the successful completion of feasibility studies, issuance of necessary governmental permits and availability of adequate financing. Any of these factors may result in us being unable to successfully develop a commercially viable operating mine, needing to write-off part or all of our investment in our existing properties or needing to acquire additional properties.
We are subject to environmental and health and safety laws, regulations and permits that may subject us to material costs, liabilities and obligations.
We are subject to environmental and health and safety laws, regulations and permits that may subject us to material costs, liabilities and obligations, including land reclamation and exploration restoration requirements.
We currently purchase certain key raw materials, such as feedstock, for our electrodes and a variety of other components from third parties, some of which we only source from one supplier or from a limited number of suppliers. Our current suppliers may be unable to satisfy our future requirements on a timely basis.
Our vanadium battery businesses currently purchase certain key raw materials, such as feedstock, for our electrodes and a variety of other components from a limited number of third parties. Our current suppliers may be unable to satisfy our future requirements on a timely basis or at all.
In addition, VRB’s competitors may develop products similar to theirs that do not conflict with VRB’s intellectual property rights, may design around their intellectual property rights or may independently develop similar or superior technology.
In addition, competitors to our vanadium battery businesses may develop similar products that do not conflict with the vanadium battery businesses’ intellectual property rights, may design around their intellectual property rights or may independently develop similar or superior technology.
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.
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”.
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, 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.
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.
Joint ventures may require unanimous approval of the parties to the joint venture or their representatives for certain fundamental decisions, such as an increase or reduction of registered capital, merger, division, dissolution, amendments of constating documents, and the pledge of joint venture assets, which means that each joint venture party may have a veto right with respect to such decisions, which could lead to a deadlock in the operations of the joint venture or partnership.
Joint ventures may allow our joint venture partners to take important actions without our approval or may require unanimous approval of the parties to the joint venture or their representatives for certain fundamental decisions, such as budgeting and capital expenditures, an increase or reduction of registered capital, merger, division, dissolution, amendments of constating documents, enforcement of intellectual property, litigation, the disposition of joint venture assets, and the pledge of joint venture assets, which means that each joint venture party may have a veto right with respect to such decisions, which could lead to a deadlock in the operations of the joint venture or partnership or our joint venture partner may be able to take actions with which we disagree.
We also have no operating history upon which to base estimates of future operating costs, capital spending requirements, site remediation costs or asset retirement obligations. Our company has no experience in developing or operating a mine. We may never develop and produce minerals from a commercially viable Ore Body or mine.
We also have no operating history upon which to base estimates of future operating costs, capital spending requirements, site remediation or reclamation costs or asset retirement obligations. Our company has no experience in developing or operating a mine.

… 203 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−0 removed3 unchanged
Biggest changeWhile management is responsible for the day-to-day management of cybersecurity risks, our Board of Directors, through its Audit Committee, has oversight of the Company’s processes, 99 Table of Contents policies and procedures for assessing, identifying, and managing material risks from cybersecurity threats including the integration and establishment of cybersecurity processes into the Company’s overall risk management system or processes .
Biggest changeWhile management is responsible for the day-to-day management of cybersecurity risks, our Board of Directors, through its Audit Committee, has oversight of the Company’s processes, policies and procedures for assessing, identifying, and managing material risks from cybersecurity threats including the integration and establishment of cybersecurity processes into the Company’s overall risk management system or processes .

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeSee Note 19 to our Consolidated Financial Statements.
Biggest changeSee Note 21 of our Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data.

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. 100 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. Item 4. Mine Safety Disclosures Not applicable. 84 Table of Contents Part II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 4. Mine Safety Disclosures 100 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 101 Item 6. Selected Financial Data 105 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 106 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 116 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 84 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 85 Item 6. Reserved 90 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 91 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 104 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

19 edited+7 added−11 removed30 unchanged
Biggest changeA non-U.S. holder that is eligible for a reduced rate of United States federal withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund together with the required information with the IRS. 103 Table of Contents 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 “United States real property holding corporation” (“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.
Biggest changeSale, 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.
This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder (“Treasury Regulations”), 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 promulgated thereunder (“Treasury Regulations”), and administrative rulings and judicial decisions, all as in effect on the date hereof.
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 a 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 basis in such holder’s common stock, but not below zero.
If we are a USRPHC (as defined below) 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 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.
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; • persons subject to the alternative minimum tax; • 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; • 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).
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).
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 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.
Specifically, 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 104 Table of Contents 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.
Specifically, 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.
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.
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.
Securities Authorized for Issuance Under Equity Compensation Plans See Item 12. Recent Sales of Unregistered Securities During the year ended December 31, 2023, 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, 2024, 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, backup withholding and FATCA (as defined below), 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 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 86 Table of Contents the non-U.S. holder has provided the documentation required to claim benefits under such 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 fifteen percent (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 any other exception to such withholding applies.
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.
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 101 Table of Contents complete analysis of all the potential tax considerations relating thereto.
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.
Prospective investors are urged to 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 the United States federal estate or gift tax rules or under the laws of any state, local, non-U.S. or other taxing jurisdiction or under any applicable tax treaty. 102 Table of Contents Non-U.S.
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.
Holders of Record As of February 22, 2024, we had approximately 94 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 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.
We have not sought any ruling from the 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 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.
With respect to the third bullet point above, because we hold significant real property interests in the United States, we believe we are a USRPHC for United States federal income tax purposes.
Because we hold significant real property interests in the United States, we believe we are a USRPHC for United States federal income tax purposes.
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.
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.
If we are unable to determine, at the time of payment of a distribution, whether the distribution will constitute a dividend, we may nonetheless choose to withhold any U.S. federal income tax on the distribution as permitted by Treasury Regulations.
Holder, including, but not limited to, distributions of cash, common stock or sales proceeds subsequently paid or credited to that holder. If we are unable to determine, at the time of payment of a distribution, whether the distribution will constitute a dividend, we may nonetheless withhold any U.S. federal income tax on the distribution as permitted by Treasury Regulations.
We have exhausted the net proceeds from our IPO with the use as described in the Final Prospectus. 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, 2024. Certain United States Federal Income Tax and Estate Tax Consequences to Non-U.S.
Removed
Subsequent to year end, we sold the following unregistered securities: • On February 6, 2024, we issued 116,413 shares of our common stock pursuant to the Plan or Arrangement (the “Arrangement”) between the Company and Kaizen. We issued the shares without registration in reliance upon Section 3(a)(10) of the Securities Act.
Added
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.
Removed
Immediately prior to the closing of the Arrangement, the Company beneficially owned 54,428,971 common shares of Kaizen, representing 82.54% of the issued and outstanding common shares on a non-diluted basis. Following the closing of the Arrangement, the Company owns 69,229,659 common shares of Kaizen, representing 100% of the issued and outstanding common shares on a fully diluted basis.
Added
A non-U.S. holder that is eligible for a reduced rate of United States federal withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund together with the required information with the IRS.
Removed
Effective February 6, 2024, Kaizen is now a wholly-owned subsidiary of the Company.
Added
Non-U.S. holders typically will be required to furnish certifications (generally on the applicable IRS Form W-8) or other documentation to provide the information required by FATCA or to establish compliance with or an exemption from withholding under FATCA.
Removed
The Company acquired the common shares of Kaizen in consideration for the issuance of one share of common stock of the Company for every 127 common shares of Kaizen issued and outstanding immediately prior to the closing of the Arrangement. • On February 21, 2024, we issued 12,765 shares of our common stock at a price of $11.75 per share to Exiro Minerals USA Corp. as partial consideration for the right to earn in on the White Hill Copper Project.
Added
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.
Removed
The issuance of the above securities was exempt pursuant to Section 4(a)(2) of the Securities Act, as transactions by an issuer not involving a public offering. Purchases of Equity Securities We made no purchases of our equity securities during the fourth quarter of the year ended December 31, 2023.
Added
There can be no assurance that the proposed Treasury Regulations will be finalized in their present form. The United States and a number of other jurisdictions have entered into intergovernmental agreements to facilitate the implementation of FATCA. Any applicable intergovernmental agreement may alter one or more of the FATCA information reporting and withholding requirements.
Removed
Use of Proceeds On June 27, 2022, our Registration Statement on Form S-1 (File No. 333-265175) (the “Final Prospectus”) relating to our IPO of our common stock was declared effective by the SEC.
Added
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.
Removed
On June 30, 2022, we completed our IPO and issued and sold 14,388,000 shares of our common stock at a price to the public of $11.75 per share for aggregate gross proceeds of $169.1 million. BMO Capital Markets Corp. and Jefferies LLC acted as joint book-running managers for the IPO and as representatives of the underwriters.
Added
In addition, it shall not be deemed incorporated by reference by any statement that incorporates this Annual Report by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this information by reference.
Removed
The net proceeds from the IPO to us, after deducting underwriting discounts and commissions and offering expenses of $10.9 million, were $158.2 million. No IPO expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10.0% or more of any class of our equity securities or to any other affiliates.
Removed
Holder, including, but not limited to, distributions of cash, common stock or sales proceeds subsequently paid or credited to that holder.
Removed
Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.
Removed
There can be no assurance that the proposed Treasury Regulations will be finalized in their present form. Prospective investors should consult their own tax advisors regarding the potential application of withholding under FATCA to an investment in our common stock.

Item 7. Management's Discussion & Analysis

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

54 edited+57 added−24 removed44 unchanged
Biggest changeOf the total cash and cash equivalents at December 31, 2023, and December 31, 2022, $15.0 million and $20.7 million, respectively, was not available for the general corporate purposes of the Company as these amounts were held by non-wholly-owned subsidiaries. 111 Table of Contents As at February 26, 2024, we believe that we will 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.
Biggest changeAs 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.
VRB generates revenue from developing, manufacturing and selling vanadium redox flow energy storage systems.
VRB Energy generates revenue from developing, manufacturing and selling vanadium redox flow energy storage systems.
We are subject to income tax laws in many jurisdictions, including the United States, Canada, Colombia, Peru, 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, Peru, Canada, Australia, the Ivory Coast and the PRC. We report income tax in accordance with U.S.
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 project.
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.
We generate some revenue from our technology businesses CGI and VRB, which are included in the data processing and energy storage systems business segments, respectively. CGI generates revenue comes 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.
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.
Several items contributed to the increase, including: • a $15.0 million increase in non-cash stock-based compensation expense from $2.0 million for the year ended December 31, 2022 to $17.0 million for the year ended December 31, 2023 primarily due to Ivanhoe Electric stock option and RSU grants that have occurred from November 2022 onwards. • a $1.9 million increase in directors and officers insurance expenses from $3.4 million for the year ended December 31, 2022 to $5.3 million for the year ended December 31, 2023 in relation to the director and officers insurance policy that we entered into when we became a public company in June 2022; and • a $1.9 million increase in salary and wages from $2.0 million for the year ended December 31, 2022 to $4.7 million for the year ended December 31, 2023 due to adding more people to our management and administrative teams following our IPO in June 2022.
Several items contributed to the increase, including: • a $14.7 million increase in non-cash stock-based compensation expense from $3.0 million for the year ended December 31, 2022 to $17.7 million for the year ended December 31, 2023 primarily due to Ivanhoe Electric stock option and RSU grants that have occurred from November 2022 onwards. • a $1.9 million increase in directors and officers insurance expenses from $3.4 million for the year ended December 31, 2022 to $5.3 million for the year ended December 31, 2023 in relation to the director and officers insurance policy that we entered into when we became a public company in June 2022; and • a $2.7 million increase in salary and wages from $2.0 million for the year ended December 31, 2022 to $4.7 million for the year ended December 31, 2023 due to adding more people to our management and administrative teams following our IPO in June 2022.
Activities during the year ended December 31, 2023, at Santa Cruz were focused on a program of exploration and infill resource, geotechnical, hydrological and metallurgical drilling, advancing technical studies, completing the updated mineral resource estimate released in February 2023 and the finalization of the IA and the National Instrument 43-101 Preliminary Assessment and Technical Report ("PEA") which were released on September 6, and September 11, 2023. • the San Matias Project where $28.1 million of exploration expenditure was incurred by Cordoba in the year ended December 31, 2023 compared to $18.5 million in the year ended December 31, 2022.
Activities during the year ended December 31, 2023, at Santa Cruz were focused on a program of exploration and infill resource, geotechnical, hydrological and metallurgical drilling, advancing technical studies, completing the updated mineral resource estimate released in February 2023 and the finalization of the Initial Assessment and the National Instrument 43-101 Preliminary Assessment and Technical Report ("PEA") which were released on September 6, and September 11, 2023. • the San Matias Project where $28.1 million of exploration expenditure was incurred by Cordoba in the year ended December 31, 2023 compared to $18.5 million in the year ended December 31, 2022.
Activities during the year ended December 31, 2023, included infill geotechnical, metallurgical, hydrological and infill resource drilling, feasibility metallurgical test work, infrastructure, mine, mill and tailings facility design work, investigation of power supply options, environmental studies and market investigations; 109 Table of Contents • the Tintic Project where $13.1 million of exploration expenditure was incurred in the year ended December 31, 2023 compared to $2.3 million in the year ended December 31, 2022.
Activities during the year ended December 31, 2023, included infill geotechnical, metallurgical, hydrological and infill resource drilling, feasibility metallurgical test 96 Table of Contents work, infrastructure, mine, mill and tailings facility design work, investigation of power supply options, environmental studies and market investigations; • the Tintic Project where $13.1 million of exploration expenditure was incurred in the year ended December 31, 2023 compared to $2.3 million in the year ended December 31, 2022.
Year Ended December 31, 2023 Year Ended December 31, 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 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) % 110 Table of Contents 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, 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).
Through the advancement of our portfolio of electric metals exploration projects, headlined by the Santa Cruz Project in Arizona and the Tintic Project in Utah, 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 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.
VRB’s energy storage system revenue represented 67% of our revenue for the year ended December 31, 2023 ($2.6 million) and 8% for the year ended December 31, 2022 ($0.7 million). During the year ended December 31, 2023, VRB delivered, installed and commissioned energy storage systems of 2.18MW/6.25MWh to customers, which resulted in $2.6 million of revenue being recognized.
VRB Energy’s energy storage system revenue represented 67% of our revenue for the year ended December 31, 2023 ($2.6 million) and 8% for the year ended December 31, 2022 ($0.7 million). During the year ended December 31, 2023, VRB Energy delivered, installed and commissioned energy storage systems of 2.18MW/6.25MWh to customers, which resulted in $2.6 million of revenue being recognized.
In addition to the potential generation of future taxable income through the establishment of 115 Table of Contents economic feasibility, development and operation of mines on our exploration assets, estimates of future taxable income could change in the event of disposal of assets, the identification of tax-planning strategies or changes in tax laws that would allow the benefits of future deductible temporary differences in certain entities or jurisdictions to be offset against future taxable temporary differences in other entities or jurisdictions.
In addition to the potential generation of future taxable income through the establishment of economic feasibility, development and operation of mines on our exploration assets, estimates of future taxable income could change in the event of disposal of assets, the identification of tax-planning strategies or changes in tax laws that would allow the benefits of future deductible temporary differences in certain entities or jurisdictions to be offset against future taxable temporary differences in other entities or jurisdictions.
The promissory note included an annual interest rate of prime plus 1% and is to be paid in installments, In November 2023, Ivanhoe Electric repaid $34.3 million, plus accrued interest of the promissory note.
The promissory note included an annual interest rate of prime plus 1% and is to be paid in installments, In November 2023, Ivanhoe Electric repaid $34.3 million, plus accrued interest of the promissory note. In November 2024, Ivanhoe Electric repaid $12.1 million, plus accrued interest of the promissory note.
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.
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.
Prior to the maturity date, the convertible bond will be automatically 112 Table of Contents converted into equity of VRB upon an equity financing or sale event, at a price per share equal to the lower of (A) the transaction price of the equity financing or sale event, and (B) the valuation cap price of $158.0 million divided by the total shares outstanding at the time of the event.
Prior to the maturity date, the convertible bond will be automatically converted into equity of VRB Energy upon an equity financing or sale event, at a price per share equal to the lower of (A) the transaction price of the equity financing or sale event, and (B) the valuation cap price of $158.0 million divided by the total shares outstanding at the time of the event.
Exploration expenses consisted of the following: (In thousands) Year Ended December 31, 2023 Year Ended December 31, 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 Lincoln, USA 3,684 1,312 White Hill, USA 1,451 — Carolina, USA 1,337 1,307 Pinaya, Peru 958 2,616 Project generation and other 13,075 15,927 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) 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.
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. We generate revenue from our technology businesses.
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.
VRB’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.
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.
During the year ended December 31, 2022, we recorded a non-cash $19.0 million loss on revaluation of convertible debt which related to the convertible notes that were automatically converted into shares of common stock upon the completion of our initial public offering on June 30, 2022. There was no similar expense in 2023.
During the year ended December 31, 2022, we recorded a non-cash $19.0 million loss on revaluation of convertible debt which related to the convertible notes that were automatically converted into shares of common stock upon the completion of our initial public offering on June 30, 2022.
The use of the Black-Scholes option pricing model requires input estimation of the expected life of the option and volatility, which can have a significant impact on the valuation model and resulting expense recorded. We granted 950,000 stock options during the year ended December 31, 2023.
The use of the Black-Scholes option pricing model requires input estimation of the expected life of the option and volatility, which can have a significant impact on the valuation model and resulting expense recorded. We granted 2.2 million stock options during the year ended December 31, 2024.
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, 2023.
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
Cash Flows The following table presents our sources and uses of cash for the periods indicated: (In thousands) Year Ended December 31, 2023 Year Ended December 31, 2022 Net cash (used in) provided by: Operating activities (150,515) $ (115,734) Investing activities (150,766) (48,384) Financing activities 366,454 254,410 Effect of foreign exchange on cash 210 (482) Total change in cash $ 65,383 $ 89,810 Operating activities.
Cash 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.
Four equal principal payments of $12.1 million remain to be paid on the first, second, third and fourth anniversaries of the November 2023 payment, plus applicable accrued interest. Convertible Bond — VRB. On July 8, 2021, VRB issued a convertible bond for gross proceeds of $24.0 million.
Three principal payments of $12.1 million remain to be paid on the second, third and fourth anniversaries of the November 2023 payment, plus applicable accrued interest. 99 Table of Contents Convertible Bond — VRB Energy. On July 8, 2021, VRB Energy issued a convertible bond for gross proceeds of $24.0 million.
The $80.5 million of payments for mineral interests 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 investments subject to significant influence primarily consists of our $66.0 million investment in the Ma'aden Joint Venture. Financing activities.
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.
In the event we cease making expenditures on an exploration mineral project or fail to incur the agreed level of 108 Table of Contents exploration expenditures, we will not obtain an ownership right beyond any which may have been acquired as of the date of termination.
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.
We have based these estimates on our current assumptions which may require future adjustments based on our ongoing business decisions as well as, in particular, exploration success at our mineral projects. Accordingly, we may require additional cash resources earlier than we currently expect or we may need to curtail currently planned activities.
We have based these estimates on our current assumptions which may require future adjustments based on our ongoing business and development decisions. Accordingly, we may require additional cash resources earlier than we currently expect or we may need to curtail currently planned activities.
(In thousands, except per share amounts) Year Ended December 31, 2023 Year Ended December 31, 2022 Revenue $ 3,903 $ 8,440 Cost of sales (2,986) (3,135) Gross profit 917 5,305 Expenses: Exploration expenses 126,719 105,286 General and administrative expenses 48,204 26,971 Research and development expenses 6,120 5,040 Net loss attributable to: Common stockholders or parent 199,377 149,813 Comprehensive loss attributable to: Common stockholders or parent 200,261 149,501 Basic and diluted loss per share attributable to common stockholders or parent $ 1.95 $ 1.91 Total assets 487,226 260,486 Total non-current liabilities 71,223 40,606 Segments We account for our business in three business segments – (i) critical metals, (ii) data processing and software licensing services and (iii) energy storage systems.
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.
Revenue for the year ended December 31, 2023 was $3.9 million, a decrease of $4.5 million from $8.4 million for the year ended December 31, 2022.
There was no similar expense in 2023. 97 Table of Contents Revenue for the year ended December 31, 2023 was $3.9 million, a decrease of $4.5 million from $8.4 million for the year ended December 31, 2022.
VRB’s gross loss for the year ended December 31, 2022 was largely due to an inventory impairment of $1.9 million being recognized in relation to the termination of a tolling agreement with a producer of ammonium metavanadate.
VRB Energy’s gross loss for the year ended December 31, 2022 was largely due to an inventory impairment of $1.9 million being recognized in relation to the termination of a tolling agreement with a producer of ammonium metavanadate. Stock-Based Compensation During the year ended December 31, 2024, we granted 2.2 million stock options to certain employees of the Company.
Our subsidiary, Cordoba, raised $39.5 million during the year ended December 31, 2023 in relation to financing its Alacran project through its strategic arrangement with JCHX. 113 Table of Contents During the year ended December 31, 2022, there was $254.4 million of net cash provided by financing activities representing the $158.1 million of net cash raised upon the closing of our initial public offering on June 30, 2022, and $86.2 million raised from the sale of the Series 2 Convertible Notes.
During the year ended December 31, 2022, there was $254.4 million of net cash provided by financing activities representing the $158.1 million of net cash raised upon the closing of our initial public offering on June 30, 2022, and $86.2 million raised from the sale of the Series 2 Convertible Notes.
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 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.
In particular, we incurred increased general and administrative expenses costs in 2023 compared to 2022 for salaries, non-cash stock-based compensation, compliance related costs and directors’ and officers’ insurance expense.
We have incurred increased general and administrative expenses in 2024 and 2023 compared to 2022 for salaries, non-cash stock-based compensation, compliance related costs and directors’ and officers’ insurance expense since operating as a public company following our initial public offering (“IPO”) in June 2022.
The table below details the options granted and the Black-Scholes option pricing model assumptions used to compute the fair value of the options: February 1, 2023 Grant Date March 1, 2023 Grant Date July 1, 2023 Grant Date August 9, 2023 Grant Date November 1, 2023 Grant Date Number of options granted 500,000 100,000 100,000 200,000 50,000 Exercise price $13.23 $15.46 $13.04 $16.03 $11.75 Black-Scholes option-pricing model fair value $7.22 $8.53 $6.95 $8.46 $5.96 Black-Scholes option-pricing model assumptions: Risk-free interest rate 3.7% 4.5% 4.4% 4.4% 4.2% Dividend yield nil nil nil nil nil Estimated volatility 69.8% 69.5% 66.2% 65.4% 64.7% Expected option life 4 years 4 years 4 years 4 years 4 years The risk-free interest rate assumption was based on the U.S. treasury constant maturity yield at the date of the grant over the expected life of the option.
The table below details the options granted and the Black-Scholes option pricing model assumptions used to compute the fair value of the options: 102 Table of Contents March 11, 2024 Grant Date April 8, 2024 Grant Date Number of options granted 1.8 million 0.4 million Exercise price $13.50 $13.50 Black-Scholes option-pricing model fair value $3.46 $4.72 Black-Scholes option-pricing model assumptions: Risk-free interest rate 4.2% 4.6% Dividend yield nil nil Estimated volatility 61.6% 60.1% Expected option life 4 years 4 years The risk-free interest rate assumption was based on the U.S. treasury constant maturity yield at the date of the grant over the expected life of the option.
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.
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.
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 and convertible securities.
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.
The short-term loan bears simple interest at 12% per annum which is payable on its maturity date, which is the earlier of (i) 12 months after the date of the loan agreement, and (ii) the date the second installment of $40 million becomes payable by JCHX under the $100 million strategic arrangement.
The Bridge Loan is payable on the maturity date, which is the earlier of (i) 36 months after the date of the loan agreement, and (ii) the date the third installment of $20.0 million becomes payable by JCHX under the strategic arrangement.
Our mineral exploration efforts focus on copper as well as other metals including nickel, vanadium, cobalt, platinum group elements, gold and silver.
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.
In addition, we received $3.4 million of proceeds from the exercise of employee stock options during the year ended December 31, 2023.
In addition, we received $3.4 million of proceeds from the exercise of employee stock options during the year ended December 31, 2023. Our subsidiary, Cordoba, raised $39.5 million during the year ended December 31, 2023 in relation to financing its Alacran project through its strategic arrangement with JCHX.
Material Cash Obligations As of December 31, 2023, we had the following material known cash obligations in addition to our discretionary mineral project obligations described above: Material Cash Obligations (in thousands) Total 2024 2025-2026 2027-2028 2029 onwards Note payable (1) $ 48,324 $ 12,081 $ 24,162 $ 12,081 $ — Long-term debt obligations (2) 24,000 — 24,000 — — Typhoon purchase obligations 6,010 4,153 1,857 — — Loan from related party (3) 4,000 4,000 — — — Total material cash obligations $ 82,332 $ 20,233 $ 50,018 $ 12,081 $ — ___________ (1) The promissory note was issued as part of the consideration for the acquisition of certain land for the Santa Cruz Project.
Material Cash Obligations As of December 31, 2024, we had the following material known cash obligations in addition to our discretionary mineral project obligations described above: Material Cash Obligations (in thousands) Total 2025 2026-2027 2028-2029 2030 onwards Note payable (1) $ 36,572 $ 12,409 $ 24,163 $ — $ — Convertible debt (2) 30,942 — 30,942 — — Due to related party (3) 5,001 5,001 — — — Leases 2,753 1,003 1,611 139 — Typhoon purchase obligations 2,621 1,747 874 — — Total material cash obligations $ 77,889 $ 20,160 $ 57,590 $ 139 $ — ___________ (1) The promissory note was issued as part of the consideration for the acquisition of certain land for the Santa Cruz Project.
Off Balance Sheet Arrangements As of December 31, 2023, we were not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our financial condition, results of operations, or liquidity. Related Party Transactions See Note 19 of our consolidated financial statements for the years ended December 31, 2023 and 2022.
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.
("VRB") which is primarily engaged in the design, manufacture, installation, and operation of vanadium redox flow energy storage systems. At our Santa Cruz Project in Arizona, we are evaluating the potential for a high-grade modern underground copper mining operation.
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.
We have outlined below those policies identified as being critical to the understanding of our business and results of operations and that require the application of significant management judgment in developing estimates. 114 Table of Contents Recoverable value of exploration mineral interests We review and evaluate exploration mineral interests for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverable value of exploration mineral interests We review and evaluate exploration mineral interests for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
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. Cash Balances as of December 31, 2023 The table below discloses the amounts of cash disaggregated by currency denomination as of December 31, 2023 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.
The number of authorized shares and the par value of the common stock were not adjusted as a result of the Reverse Stock Split. 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.
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.
Net cash used in operating activities for the year ended December 31, 2023 was $150.5 million, an increase of $34.8 million from the $115.7 million of net cash used for the year ended December 31, 2022. Investing activities.
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.
If no equity financing or sale event occurs, VRB must repay the outstanding principal and interest on maturity. Bridge Loan — Cordoba. In November 2023, JCHX advanced a short-term loan of $4 million to Cordoba in connection with the strategic arrangement for the joint development of Cordoba’s Alacran Project.
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.
Included in exploration expenses are exploration costs that we incur in relation to generating new projects. These activities may or may not proceed to earn-in agreements depending on our evaluation. These are categorized as “Project generation and other”.
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.
A summary of our significant accounting policies are detailed in Note 2 to our consolidated financial statements included in this Annual Report.
A summary of our significant accounting policies are detailed in Note 2 to our consolidated financial statements included in this Annual Report. We have outlined below those policies identified as being critical to the understanding of our business and results of operations and that require the application of significant management judgment in developing estimates.
(“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 believe the United States is significantly underexplored and has the potential to yield major new discoveries of critical metals.
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.
In September 2023, we completed the Initial Assessment & Technical Report Summary for the Santa Cruz Project (the "IA"), which outlines a potential 5.9 million tonnes per year underground mining operation, supported by 105.2 million tonnes of modeled mill feed with an average grade of 1.58% copper from the Santa Cruz and East Ridge Deposits, resulting in an estimated 20-year mine life.
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.
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, 2024, 2023 and 2022. We did not declare or pay any dividends or distributions in any financial reporting period.
Four equal principal payments of $12.1 million remain to be paid on the first, second, third and fourth anniversaries of November 2023, plus applicable accrued interest . (2) The $24.0 million convertible bond issued by VRB that matures in 2026 if not converted to common shares of VRB prior to such date.
Three equal principal payments of $12.1 million remain to be paid on the second, third and fourth anniversaries of November 2023, plus applicable accrued interest . As of December 31, 2024, the value of the note payable including accrued interest was $36.6 million.
Research and development expenses for the year ended December 31, 2023 were $6.1 million, an increase of $1.1 million from the same period in 2022. The increase is primarily attributable to incurring $2.9 million of Typhoon related research and development activities for the year ended December 31, 2023 compared to $0.2 million for the year ended December 31, 2022.
Exploration expenses were $130.9 million for the year ended December 31, 2024 an increase of $4.2 million from $126.7 million for the year ended December 31, 2023.
As of December 31, 2023, the value of the convertible bond including accrued interest was $28.4 million. (3) JCHX advanced a short-term loan of $4 million to Cordoba in connection with the strategic arrangement for the joint development of Cordoba’s Alacran Project. The loan was fully repaid in January 2024.
(2) The $24.0 million convertible bond issued by VRB Energy matures in 2026 if not converted to common shares of VRB Energy prior to such date. As of December 31, 2024, the value of the convertible bond including accrued interest was $30.9 million. (3) In December 2024, JCHX advanced a bridge loan of $5.0 million to Cordoba.
Removed
See “Cautionary Note Regarding Forward-Looking Statements.” Business Overview We are a United States domiciled company that combines advanced mineral exploration technologies with electric metals exploration projects predominantly 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.
Added
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.
Removed
We are advancing further studies for an underground copper mining operation with a focus on minimizing the surface footprint of the mine while at the same time incorporating leading technologies to improve efficiencies and costs.
Added
(“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.
Removed
Key considerations that will influence our decision making include, but are not limited to, using clean and renewable energy in our future mining operations, optimizing and minimizing our water utilization, minimizing our environmental footprint, ensuring workforce diversity and hiring from local communities, health, safety and environmental performance, support of local cultural heritage and biodiversity protection.
Added
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.
Removed
Business Developments in the Year On May 15, 2023, we signed a Common Stock Subscription Agreement ("the Subscription Agreement") with Ma’aden. On July 6, 2023, we completed the closing of the transactions contemplated by the Subscription Agreement (the 106 Table of Contents “Ma’aden Transactions”) and entered into an investor rights agreement, a shareholders’ agreement and the other instruments contemplated thereby.
Added
We also hold a portfolio of exploration projects in the western United States, including projects in Arizona, Nevada, New Mexico and Montana.
Removed
The Ma'aden Transactions included the establishment of a 50/50 exploration joint venture between Ma’aden and Ivanhoe Electric to explore for minerals on ~48,500 km 2 of underexplored Arabian Shield in Saudi Arabia, and a strategic investment by Ma'aden in Ivanhoe Electric common stock.
Added
The number of authorized shares and the par value of the common stock were not adjusted as a result of the Reverse Stock Split.
Removed
On July 6, 2023, we issued to Ma’aden an aggregate of 10,269,604 shares of common stock of our Company, constituting 9.9% of the total outstanding number of shares of common stock immediately following closing of the Ma'aden Transactions, for gross proceeds of approximately $127.1 million, representing an aggregate purchase price of $12.38 per share.
Added
(“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.
Removed
Of the $127.1 million total proceeds from the private placement, $66.0 million has been contributed to the joint venture to fund its exploration activities, including the purchase of three new-generation Typhoon TM machines from I-Pulse Inc.
Added
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%.
Removed
The remaining $61.1 million has been retained by Ivanhoe Electric to advance our portfolio of US mineral projects, and for working capital and general corporate purposes.
Added
SNC owns the Samapleu-Grata Nickel-Copper Project ("Samapleu Project") in the Ivory Coast. In May 2024, we entered into an Exploration Alliance Agreement with BHP Mineral Resources Inc.
Removed
On July 10, 2023, we filed an automatic shelf registration statement on Form S-3 to permits us to publicly offer and sell securities from time to time, including common stock, preferred stock, debt securities, warrants, subscription rights and units. We may offer and sell securities under the Form S-3 from time to time.
Added
(“BHP”), which set out the framework for BHP and us to explore mutually agreed “Areas of Interest” in the United States to identify copper and other critical metal exploration opportunities within those Areas of Interest that may become 50/50 owned joint ventures. The Exploration Alliance Agreement is for a term of three years, which may be extended upon mutual agreement.
Removed
On September 6, 2023, we completed and announced the IA. The IA is a preliminary technical and economic study for the Santa Cruz Project and associated high-grade mineral resources included in the Santa Cruz and East Ridge deposits.
Added
BHP will provide the initial funding of $15.0 million and thereafter we and BHP would provide funding on a 50/50 basis. We will provide access to one Typhoon™ system for use pursuant to the Exploration Alliance Agreement.
Removed
The study analyzes the potential for a high-grade underground copper mining operation supported by modern technologies to reduce environmental impact and powered predominantly by renewable energy. On September 18, 2023, we closed an underwritten public offering consisting of 11,851,852 shares of our common stock at a public offering price of $13.50 per share.
Added
In August 2024, we completed the final $10.0 million payment to exercise our option to acquire 100% ownership of the mineral rights at the Santa Cruz Copper Project in Arizona. Following this transaction, we now own 100% of the mineral and surface rights for the Santa Cruz Copper Project.
Removed
The aggregate gross proceeds to the Company from the offering were approximately $160 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. In addition, we received notice from the underwriters on September 18, 2023, of the full exercise of their option to purchase an additional 1,777,777 shares of common stock from the Company.
Added
In October 2024, VRB Energy 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.
Removed
The aggregate gross proceeds from the exercise of the underwriters’ option was approximately $24 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The sale of the underwriters’ option shares closed on September 21, 2023.
Added
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.

… 55 more changes not shown on this page.

Other IE 10-K year-over-year comparisons