Quarterly report
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , DC 20549 FORM 10 - Q ( Mark One ) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30 , 2026 O OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number : 001-41436 Ivanhoe Electric Inc. ( Exact Name of Registrant as Specified in its Charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 450 E Rio Salado Parkway , Suite 130 Tempe , Arizona ( Address of principal executive offices ) Title of each class 32-0633823 ( I.R.S. Employer Identification No. ) 85281 ( Zip Code ) Registrant's telephone number , including area code : ( 480 ) 656-5821 Common Stock , par value $ 0.0001 per share Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) IE Name of each exchange on which registered NYSE American Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes x No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes x No o Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of “ large accelerated filer , " " accelerated filer , ” “ smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer Emerging growth company X Accelerated filer 0 Smaller reporting company O
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x As of August 7, 2026, the registrant had 159,590,259 shares of common stock, $0.0001 par value per share, outstanding.
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Table of Contents Table of Contents IVANHOE ELECTRIC INC. Form 10-Q For the Quarter Ended June 30, 2026 Page PART I. FINANCIAL INFORMATION 3 Item 1. Condensed Interim Consolidated Financial Statements 3 Condensed Interim Consolidated Balance Sheets 3 Condensed Interim Consolidated Statements of Loss (Income) and Comprehensive Loss (Income) 4 Condensed Interim Consolidated Statements of Changes in Equity 5 Condensed Interim Consolidated Statements of Cash Flows 6 Notes to Condensed Interim Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19 Item 3. Quantitative and Qualitative Disclosures About Market Risk 30 Item 4. Controls and Procedures 31 PART II. OTHER INFORMATION 32 Item 1. Legal Proceedings 32 Item 1A. Risk Factors 32 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities 32 Item 5. Other Information 33 Item 6. Exhibits 34 Signatures 35
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Table of Contents PART I—FINANCIAL INFORMATION Item 1. Financial Statements. IVANHOE ELECTRIC INC. Condensed Interim Consolidated Balance Sheets (Unaudited) (Expressed in thousands of U.S. dollars) June 30,2026 December 31,2025 Assets Current assets: Cash and cash equivalents $ 256,878 $ 173,263 Restricted cash 1,549 3,010 Accounts and other receivables, net of provision for expected credit loss 7,740 526 Prepaid expenses, deposits and other current assets 3,960 3,394 270,127 180,193 Non-current assets: Investments subject to significant influence 56,705 58,399 Other investments 1,363 1,221 Exploration properties 218,016 224,145 Property, plant and equipment 7,489 9,289 Other non-current assets 31,120 10,026 Total assets $ 584,820 $ 483,273 Liabilities and Equity Current liabilities: Accounts payable and accrued liabilities $ 16,224 $ 16,309 Convertible debt 35,186 33,738 Deferred exploration liability 1,372 2,748 Lease liabilities, current 715 1,080 53,497 53,875 Non-current liabilities: Deferred income taxes — 4,751 Lease liabilities, net of current portion 748 1,079 Total liabilities 54,245 59,705 Commitments and contingencies (Note 18) Equity: Common stock, par value $0.0001; 700,000,000 shares authorized; 159.6 million shares issued and outstanding as of June 30, 2026 (December 31, 2025 - 700,000,000 authorized; 145.5 million issued and outstanding) 16 15 Additional paid-in capital 1,149,320 1,055,711 Accumulated deficit (618,917) (636,001) Accumulated other comprehensive loss (4,600) (3,613) Equity attributable to common stockholders 525,819 416,112 Non-controlling interests 4,756 7,456 Total equity 530,575 423,568 Total liabilities and equity $ 584,820 $ 483,273 3
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Table of Contents IVANHOE ELECTRIC INC. Condensed Interim Consolidated Statements of Loss (Income) and Comprehensive Loss (Income) (Unaudited) (Expressed in thousands of U.S. dollars, except for share and per share amounts) Three Months EndedJune 30, Six Months EndedJune 30, 2026 2025 2026 2025 Revenue $ 724 $ 1,068 $ 1,582 $ 1,803 Cost of sales (356) (294) (709) (587) Gross profit 368 774 873 1,216 Operating expenses: Exploration expenses 21,408 14,078 44,614 29,863 General and administrative expenses 8,266 9,721 18,128 21,307 Research and development expenses 174 55 578 107 Selling and marketing expenses — — — 23 Gain on divestment of Alacrán project — — (124,723) — Gain on divestment of Pinaya project (8,000) — (8,000) — Reversal of provision for expected credit loss — — (5,000) — Impairment — 2,555 — 2,555 Loss (income) from operations 21,480 25,635 (75,276) 52,639 Other expenses (income): Interest (income) expense, net (243) 1,217 586 2,747 Foreign exchange (gain) loss (116) 452 (762) 464 Share of loss of equity method investees 4,426 2,258 8,201 7,247 Other (income) expense, net (157) (590) (939) 16 Loss (income) before income taxes 25,390 28,972 (68,190) 63,113 Income taxes (51) — 12,144 — Net loss (income) 25,339 28,972 (56,046) 63,113 Loss (income) attributable to non-controlling interests 687 5,121 (38,962) 8,747 Net loss (income) attributable to common stockholders 24,652 23,851 (17,084) 54,366 Net loss (income) 25,339 28,972 (56,046) 63,113 Other comprehensive loss (income), net of tax: Foreign currency translation adjustments 406 (503) 1,439 (515) Other comprehensive loss (income) 406 (503) 1,439 (515) Comprehensive loss (income) $ 25,745 $ 28,469 $ (54,607) $ 62,598 Comprehensive loss (income) attributable to: Common stockholders 24,960 23,526 (16,097) 54,029 Non-controlling interests 785 4,943 (38,510) 8,569 $ 25,745 $ 28,469 $ (54,607) $ 62,598 Net loss (income) per share attributable to commonstockholders Basic $ 0.16 $ 0.18 $ (0.11) $ 0.42 Diluted $ 0.16 $ 0.18 $ (0.11) $ 0.42 Weighted-average common shares outstanding Basic 158,352,357 132,602,702 155,305,512 129,649,937 Diluted 158,352,357 132,602,702 158,370,559 129,649,937
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Table of Contents IVANHOE ELECTRIC INC. Condensed Interim Consolidated Statements of Changes in Equity (Unaudited) (Expressed in thousands of U.S. dollars, except share amounts) Additionalpaid-incapital Accumulateddeficit Accumulated other comprehensive loss Non- controlling interests Total Common Stock Shares Amount Six months ended June 30, 2026 Balance at January 1, 2026 145,508,012 $ 15 $ 1,055,711 $ (636,001) $ (3,613) $ 7,456 $ 423,568 Net income — — — 17,084 — 38,962 56,046 Other comprehensive loss — — — — (987) (452) (1,439) Warrants exercised 11,644,872 1 81,513 — — — 81,514 Settlement of restricted share units 391,764 — — — — — — Stock options exercised 1,745,611 — 6,060 — — — 6,060 Issuance of common stock, explorationproperty acquisition 300,000 — 4,340 — — — 4,340 Share-based compensation — — 5,708 — — 27 5,735 Distribution to non-controllingshareholders of subsidiary, includingtaxes — — (1,195) — — (40,899) (42,094) Other changes in non-controllinginterests — — (2,817) — — (338) (3,155) Balance at June 30, 2026 159,590,259 $ 16 $ 1,149,320 $ (618,917) $ (4,600) $ 4,756 $ 530,575 Three months ended June 30, 2026 Balance at April 1, 2026 157,991,593 $ 16 $ 1,138,818 $ (594,265) $ (4,292) $ 5,396 $ 545,673 Net loss — — — (24,652) — (687) (25,339) Other comprehensive loss — — — — (308) (98) (406) Stock options exercised 1,298,666 — 3,231 — — — 3,231 Issuance of common stock, explorationproperty acquisition 300,000 — 4,340 — — — 4,340 Share-based compensation — — 3,154 — — (1) 3,153 Other changes in non-controllinginterests — — (223) — — 146 (77) Balance at June 30, 2026 159,590,259 $ 16 $ 1,149,320 $ (618,917) $ (4,600) $ 4,756 $ 530,575 IVANHOE ELECTRIC INC. Condensed Interim Consolidated Statements of Changes in Equity (Unaudited) (Expressed in thousands of U.S. dollars, except share amounts)
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Additionalpaid-incapital Accumulateddeficit Accumulated other comprehensive (loss) income Non- controlling interests Total Common Stock Shares Amount Six months ended June 30, 2025 Balance at January 1, 2025 120,612,112 $ 12 $ 802,032 $ (530,127) $ (3,276) $ 11,790 $ 280,431 Net loss — — — (54,366) — (8,747) (63,113) Other comprehensive income — — — — 337 178 515 Issuance of common stock; publicoffering, net of issuance costs 11,794,872 1 53,371 — — — 53,372 Issuance of warrants, public offering — — 12,470 — — — 12,470 Settlement of restricted share units 150,000 — — — — — — Stock options exercised 108,784 — 271 — — — 271 Warrants exercised 25,000 — 175 — — — 175 Share-based compensation — — 6,272 — — 76 6,348 Non-controlling interests investment insubsidiary — — 6,129 — — 14,034 20,163 Other changes in non-controllinginterests — — 36 — — 109 145 Balance at June 30, 2025 132,690,768 $ 13 $ 880,756 $ (584,493) $ (2,939) $ 17,440 $ 310,777 Three months ended June 30, 2025 Balance at April 1, 2025 132,590,318 $ 13 $ 870,855 $ (560,642) $ (3,264) $ 8,375 $ 315,337 Net loss — — — (23,851) — (5,121) (28,972) Other comprehensive income — — — — 325 178 503 Stock options exercised 75,450 — 188 — — — 188 Warrants exercised 25,000 — 175 — — — 175 Share-based compensation — — 3,338 — — 37 3,375 Non-controlling interests investment insubsidiary — — 6,129 — — 14,034 20,163 Other changes in non-controllinginterests — — 71 — — (63) 8 Balance at June 30, 2025 132,690,768 $ 13 $ 880,756 $ (584,493) $ (2,939) $ 17,440 $ 310,777 5
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Table of Contents IVANHOE ELECTRIC INC. Condensed Interim Consolidated Statements of Cash Flows (Unaudited) (Expressed in thousands of U.S. dollars) Six Months Ended June 30, 2026 and 2025
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2026 2025 Operating activities Net income (loss) $ 56,046 $ (63,113) Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Depreciation and amortization 1,067 1,362 Share-based compensation 5,735 6,348 Unrealized foreign exchange (gain) loss (762) 225 Interest expense 2,884 3,485 Share of loss of equity method investees 8,201 7,247 Gain on divestment of Alacrán project (124,723) — Gain on divestment of Pinaya project (8,000) — Reversal of provision for expected credit loss (5,000) — Impairment — 2,555 Other (571) (43) Changes in other operating assets and liabilities: Accounts receivable (714) 622 Accounts payable and accrued liabilities 6,860 (1,008) Deferred exploration liability (1,376) (1,897) Other operating assets and liabilities (1,922) (1,252) Net cash used in operating activities (62,275) (45,469) Investing activities Proceeds from divestment of Alacrán project, net of transaction costs and cash disposed 124,804 — Proceeds from sale of a subsidiary 5,000 9,696 Proceeds from divestment of Pinaya project 1,500 — Deposits paid for property, plant and equipment (20,869) — Purchase of exploration properties (3,138) (731) Purchase of property, plant and equipment (824) (1,258) Investment in significant influence investee (6,250) — Purchase of other non-current assets (1,300) — Net cash provided by investing activities 98,923 7,707 Financing activities Proceeds from exercise of warrants 81,514 — Distribution to non-controlling shareholders of subsidiary (40,083) — Proceeds from exercise of stock options 6,060 271 Net proceeds from public offering — 65,842 Proceeds from related party loan 2,500 5,000 Repayment of related party loan — (10,505) Debt issuance costs (4,585) — Non-controlling interests investment in subsidiary 740 20,163 Other — 145 Net cash provided by financing activities 46,146 80,916 Effect of foreign exchange rate changes on cash and cash equivalents (640) 827 Increase in cash and cash equivalents and restricted cash 82,154 43,981 Cash, cash equivalents and restricted cash, beginning of the period 176,273 45,309 Cash, cash equivalents and restricted cash, end of the period 258,427 89,290 Restricted cash, end of the period 1,549 1,240 Cash and cash equivalents, end of the period $ 256,878 $ 88,050 Supplemental cash flow information Cash paid for income taxes $ 12,195 $ 29 Supplemental disclosure of non-cash financing activities Issuance of common stock $ 4,340 $ — 6
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Table of Contents IVANHOE ELECTRIC INC. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated) 1. Background and basis of preparation: Ivanhoe Electric Inc. (“Ivanhoe Electric” or “the Company”) is a United States based minerals exploration and development company with a focus on copper and other critical metals vital to electric transmission and generation, manufacturing, infrastructure development, technology, and national security. The Company’s mineral exploration efforts focus on copper as well as other metals including nickel, cobalt, platinum group elements, gold and silver. The Company’s projects include the Santa Cruz Copper Project in Arizona. In addition to mineral projects in the United States, the Company also holds direct and indirect ownership interests, and in some cases controlling financial interests, in other non-U.S. mineral projects, and in proprietary mineral exploration and minerals-based technologies. The Company holds a 50% interest in a joint venture with Saudi Arabian Mining Company (“Maaden”) to explore prospective land in Saudi Arabia. The Company conducts the following business activities through certain subsidiaries: • VRB Energy Inc. (“VRB”) is establishing a United States-based grid scale vanadium redox flow battery manufacturing business. Ivanhoe Electric had an ownership interest in VRB of 90.0% as at June 30, 2026 (December 31, 2025 — 90.0%). VRB also holds a 49% interest in VRB Energy System (Beijing) Co., Ltd. (“VRB China”) which operates in the same industry in China. • Computational Geosciences Inc. (“CGI”), provides data analytics, geophysical modeling, software licensing and artificial intelligence services for the mineral, oil & gas and water exploration industries. Ivanhoe Electric had an ownership interest in CGI of 94.3% as at June 30, 2026 (December 31, 2025 — 94.3%). • Cordoba Minerals Corp. (“Cordoba”) sold the Alacrán copper-gold project in northern Colombia in March 2026 (Note 13). Ivanhoe Electric had an ownership interest in Cordoba of 59.3% as at June 30, 2026 (December 31, 2025 — 60.8%). The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and disclosures required by generally accepted accounting principles in the United States. Therefore, this information should be read in conjunction with the Company's consolidated financial statements and notes contained on its Form 10-K for the year ended December 31, 2025. The information furnished herein reflects all normal recurring entries, that are in the opinion of management, necessary for a fair statement of the results for the interim periods reported. Operating results for the six-month period ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The unaudited condensed interim consolidated financial statements have been prepared on a going concern basis, which presumes the realization of assets and satisfaction of liabilities in the normal course of business. References to “$” refer to United States dollars. In a prior period, management identified an immaterial misclassification in the unaudited condensed interim consolidated statement of cash flows for the six-month period ended June 30, 2025. The misclassification related to proceeds of $9.7 million received from the disposal of a subsidiary which were incorrectly classified as a cash receipt from operating activities in those periods. The cash receipt has been appropriately reflected as an investing activity in the unaudited condensed interim consolidated statement of cash flows for the six months ended June 30, 2025. The reclassification has no impact on the prior period figures in the unaudited condensed interim consolidated balance sheets and the condensed interim consolidated statements of loss and comprehensive loss. 2. Significant accounting policies: The Company discloses in its consolidated financial statements for the year ended December 31, 2025, those accounting policies that it considers significant in determining its results of operations and financial position. There 7
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Table of Contents IVANHOE ELECTRIC INC. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated) have been no material changes to, or in the application of, the accounting policies previously identified and described in the Company’s consolidated financial statements for the year ended December 31, 2025. Recently adopted accounting pronouncements: The Company adopted ASU 2024-04 on January 1, 2026, which clarifies the accounting for certain induced conversions of convertible debt instruments. The adoption of ASU 2024-04 did not have a material impact. Recent accounting pronouncements not yet adopted: In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update was issued to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The Company is required to adopt ASU 2024-03 on January 1, 2027, and is currently evaluating the expected impact on the consolidated financial statements. 3. Use of estimates: The preparation of the unaudited condensed interim consolidated financial statements requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the related disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results may differ from these estimates. The significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended December 31, 2025. 4. Cash and cash equivalents: Of the total cash and cash equivalents at June 30, 2026 and December 31, 2025, $23.5 million and $9.1 million, respectively, was not available for the general corporate purposes of the Company as it was held by non-wholly-owned subsidiaries. 5. Accounts and other receivables: June 30,2026 December 31,2025 Trade accounts receivable $ 2 $ 14 Other receivables (Note a) 13,042 10,816 Provision for expected credit loss (Note a) (5,304) (10,304) $ 7,740 $ 526 (a) As at December 31, 2025, VRB was owed the remaining tranche of $10.3 million from its sale of 51% of the shares in VRB China to China Energy Storage Industry Co., Ltd. (“Red Sun”). At December 31, 2025, the Company recorded a provision for expected credit loss in the amount of the full second tranche payment as it was due on June 30, 2025 and had not been received. On April 1, 2026, VRB received $5.0 million of the second tranche payment, while the remainder is still outstanding. The Company reduced the provision for expected credit loss by $5.0 million and continues to carry a provision of $5.3 million due to prolonged delinquency, an absence of contractual modification and a high degree of risk and uncertainty with cross-border collection risk and contractual remedies. 8
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Table of Contents IVANHOE ELECTRIC INC. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated) As of June 30, 2026, other receivables also include $6.5 million from the divestment of the Pinaya project (Note 14). 6. Investments subject to significant influence: The Company’s principal investments subject to significant influence are its investment in Maaden Ivanhoe Electric Exploration and Development Limited Company ("Maaden Joint Venture") and VRB China. Others include its investments in Sama Resources Inc. (“Sama”). Equity Method Carried at fairvalue Maaden Joint Venture (Note a) VRB China Other Sama Total Balance at December 31, 2025 $ 8,227 $ 47,156 $ 827 $ 2,189 $ 58,399 Investment 6,250 — — — 6,250 Change in fair value — — — 450 450 Share of loss (5,234) (2,916) (51) — (8,201) Foreign currency translation — (182) (11) — (193) Balance at June 30, 2026 $ 9,243 $ 44,058 $ 765 $ 2,639 $ 56,705 (a) In July 2026, the Company provided funding to the Maaden Joint Venture in the amount of $6.3 million. 7. Exploration properties: Santa Cruz Tintic Alacrán Other Total Balance at December 31, 2025 $ 177,523 $ 30,703 $ 13,607 $ 2,312 $ 224,145 Acquisition costs — — — 7,478 7,478 Divestment (Note 13) — — (13,607) — (13,607) Balance at June 30, 2026 $ 177,523 $ 30,703 $ — $ 9,790 $ 218,016 8. Other non-current assets: June 30,2026 December 31,2025 Deposits (Note a) $ 25,242 $ 4,373 Other 5,878 5,653 $ 31,120 $ 10,026 (a) Deposits are amounts paid in advance for capital asset acquisitions that have not yet been received or placed in service. In May 2026, the Company entered into an agreement to acquire a tunnel boring machine ("TBM") and material handling system for mine access development at the Santa Cruz Copper Project. The total purchase price is $64.7 million, payable in installments over a two-year period upon the achievement of specified contractual milestones. As of June 30, 2026, the Company had made an initial deposit of $13.8 million. 9
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Table of Contents IVANHOE ELECTRIC INC. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated) As of June 30, 2026, the Company has also made deposit payments totalling $9.8 million relating to upgrading the electrical power at the Santa Cruz Copper Project. 9. Convertible debt: VRBConvertibleBond Balance at December 31, 2025 $ 33,738 Interest expense 1,448 Balance at June 30, 2026 $ 35,186 On July 8, 2021, VRB issued a convertible bond for gross proceeds of $24.0 million. The bond had a five-year term and interest accrues at a rate of 8% per annum. On July 1, 2026, VRB entered into an agreement to extend the maturity date of the convertible bond to December 31, 2026. All other terms and conditions of the convertible bond are unchanged. Prior to the maturity date, the convertible bond is automatically converted into equity of VRB upon an equity financing or sale event, at a price per share equal to the lower of: • the transaction price of the equity financing or sale event; and • the valuation cap price of $158.0 million divided by the total shares outstanding at the time of the event. If no equity financing or sale event occurs, VRB must repay the outstanding principal and interest on maturity. The Company has accounted for the convertible bond, including its embedded features, as a debt instrument accounted at amortized cost, as it was determined the embedded features are not required to be bifurcated. 10. Equity: (a) Common stock transactions: As at December 31, 2025, the Company had 11.6 million warrants outstanding, exercisable to purchase one share of Ivanhoe Electric stock at $7.00 per share. In January and February 2026, all of the warrants were exercised for proceeds of $81.5 million. (b) Stock-based compensation: Stock-based payment compensation was allocated to operations as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 General and administrative expenses $ 2,450 $ 2,636 $ 4,557 $ 5,196 Exploration expenses 703 739 1,178 1,152 $ 3,153 $ 3,375 $ 5,735 $ 6,348 (i) Stock-settled restricted stock units ("RSU’s"): On March 6, 2026, the Company granted 454,112 stock settled RSU's to certain officers and employees of the Company. The RSU’s vest in three equal tranches beginning one year from the grant date. The fair value of the stock-settled RSU’s is amortized over the vesting period. The total grant date fair value of these RSU's was $6.0 million based on a grant date share price of $13.13 per share. 10
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Table of Contents IVANHOE ELECTRIC INC. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated) (ii) Performance share units ("PSU's"): On March 6, 2026, the Company granted PSU's to certain officers and employees of the Company. The PSU's vest on December 31, 2028, with the number of units to vest determined by Ivanhoe Electric’s share price performance against constituents from a Base Metals Index. The number of units to vest ranges between zero times to two times the target number of PSU's. The total target number of PSU's is 405,360, which is one times the target. The grant date fair value of these PSU's was $7.1 million. Monte Carlo valuation methodology was used to determine the fair value of the PSU's, which required the input of the following assumptions. Grant date: March 6, 2026 Expected volatility 69.0 % Expected life of PSU's (in years) 2.8 USA risk-free interest rate 3.4 % Canada risk-free interest rate 2.6 % Weighted average grant-date fair value (per unit) $ 17.56 Expected volatility is based on the historical volatility of the Company's share price over a term commensurate with the remaining life of the PSU's. The USA risk-free interest rate was based on the yield observed on the US Dollar treasury curve as at the grant date, while the Canadian risk-free rate was based on the yield observed on the Canadian dollar government bond curve as at the grant date. 11. Revenue: The Company recognized revenue from the following sources: Three Months Ended June 30, Six Months Ended June 30, Revenue type 2026 2025 2026 2025 Data processing services $ 724 $ 1,068 $ 1,582 $ 1,803 Total $ 724 $ 1,068 $ 1,582 $ 1,803 12. Exploration expense: Three months ended June 30, Six Months Ended June 30, Project 2026 2025 2026 2025 Santa Cruz, USA $ 10,537 $ 5,425 $ 20,037 $ 11,929 Gleeson, USA 3,985 180 6,615 276 Hog Heaven, USA 1,161 394 4,364 1,267 Alacrán, Colombia — 4,354 3,334 7,691 Ivory Coast Project, Ivory Coast 739 331 1,093 656 Chile Exploration Collaboration, Chile — — 664 — Tintic, USA 193 474 427 1,185 Project generation and other 4,793 2,920 8,080 6,859 Total $ 21,408 $ 14,078 $ 44,614 $ 29,863 11
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Table of Contents IVANHOE ELECTRIC INC. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated) 13. Divestment of the Alacrán project: On May 8, 2025, Cordoba entered into a framework agreement to sell its remaining 50% interest in the Alacrán Project to JCHX Mining Management Co., Ltd ("JCHX"), through the divestment of Cordoba's wholly owned Colombian subsidiaries, Minerales Cordoba S.A.S. and Exploradora Cordoba S.A.S. On February 10, 2026, Cordoba and JCHX agreed to amend various terms of the agreement. The purchase price was increased to $128.0 million in cash and paid in a lump sum on closing of the transaction. In addition, certain conditions to closing were waived including the approval of the Environmental Impact Assessment for the Alacrán project. The transaction closed on March 5, 2026. Net proceeds from the divestment, after settling outstanding liabilities and amounts held for future corporate activities, were distributed to shareholders of Cordoba. On March 25, 2026, Cordoba distributed $40.1 million in cash to non-controlling shareholders of Cordoba. On the closing date, the carrying value of net assets and non-controlling interest associated with the divested subsidiaries were derecognized, and the cumulative currency translation adjustments previously recognized in other comprehensive income was recognized as profit or loss. The net gain on the Alacrán divestment was calculated as follows: Gross proceeds received on closing $ 128,000 Less: transaction costs (2,465) Net proceeds 125,535 Net assets of disposed subsidiaries (538) Reclassification of historical currency translation (274) Gain on divestment of Alacrán $ 124,723 The carrying amount of net assets related to the disposed of subsidiaries on the closing date were as follows: Assets March 5, 2026 Cash $ 731 Prepaid expenses and deposits 815 Exploration properties 13,608 Property, plant and equipment 2,455 Liabilities Accounts payable and accrued liabilities (3,285) Due to related parties (4,074) Lease liability (1,065) Deferred income taxes (4,751) Net carrying amount 4,434 Non-controlling interest (3,896) Net assets attributable to common shareholders $ 538 14. Divestment of the Pinaya project: On April 27, 2026, the Company sold its interest in the Pinaya Gold-Copper Project to Panam Copper Corp., (“Panam Copper”), for $11.0 million in consideration, consisting of: (i) $8.0 million in cash, of which $1.5 million was paid on closing, and the remainder is payable in installments of $1.5 million after six months, $2.5 million after one year and $2.5 million after eighteen months; 12
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Table of Contents IVANHOE ELECTRIC INC. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated) (ii) $3.0 million in Panam Copper shares, with a deemed value per share using the 10-day volume weighted average price immediately prior to the issuance date or financing price for the initial issuance, with $1.5 million issuable on the date of Panam Copper’s listing on a recognized exchange and $1.5 million issuable 12 months thereafter; and, (iii) the grant at closing of a one percent net smelter return royalty on all minerals produced from the Pinaya Gold-Copper Project. Panam Copper may repurchase 50% of the royalty for $1.0 million prior to the commencement of commercial production. At the time of the transaction, the carrying value of the disposal group was zero and the Company recognized a gain on the divestment of $8.0 million based on the fair value of consideration received. 15. Related party transactions: Related parties include entities with common direct or indirect shareholders and/or directors. Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. The following table summarizes transactions between the Company and significant related parties. Balance outstanding as at Transactions for thethree months ended June 30, Transactions for thesix months ended June 30, June 30,2026 December 31,2025 2026 2025 2026 2025 Total Expenses Global Mining (Note a) $ — $ 649 $ — $ 447 $ — $ 1,218 Ivanhoe Capital Aviation (Note b) — — — 250 — 500 High Water Holding Company (Noteb) — 250 250 — 500 — I-Pulse (Note c) 2,002 — 2,002 — 2,002 — JCHX Mining Management Co., Ltd(Note e) — 1,500 — — — — Total $ 2,002 $ 2,399 $ 2,252 $ 697 $ 2,502 $ 1,718 Revenue and accounts receivable Maaden Joint Venture (Note d) $ 200 $ — $ 643 $ 560 $ 1,172 $ 1,160 Advances Global Mining (Note a) 283 422 — — — — Maaden Joint Venture (Note d) 206 141 — — — — Deposit I-Pulse (Note c) $ 1,573 $ 1,573 $ — $ — $ — $ — 13
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Table of Contents IVANHOE ELECTRIC INC. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated) Transactions for thethree months ended June 30, Transactions for thesix months ended June 30, 2026 2025 2026 2025 Expense classification Exploration expenses $ 2,002 $ 66 $ 2,002 $ 355 General and administrative expenses 250 631 500 1,363 Research and development expenses — — — — $ 2,252 $ 697 $ 2,502 $ 1,718 (a) Global Mining Management Corp. (“Global Mining”) is a private company based in Vancouver, Canada, that provided administration, accounting, and other office services to the Company on a cost-recovery basis. Effective October 31, 2025, the Company ended its service relationship with Global Mining and is no longer a shareholder. (b) Ivanhoe Capital Aviation (“ICA”) and High Water Holding Company (“High Water”) are entities beneficially owned by the Company’s Executive Chairman. ICA and High Water provided use of an aircraft to the Company. (c) The Company's Executive Chairman is the Chief Executive Officer and a principal owner of I-Pulse. On October 24, 2022, the Company entered into an agreement with I-Pulse, to purchase six Typhoon™ transmitters. The total purchase price for the six Typhoon™ transmitters is $12.4 million. In October 2022, the Company made deposit payments totaling $7.1 million, The remaining payments will be made as each Typhoon™ transmitter system is delivered. As at June 30, 2026, the Company has received four of the Typhoon™ transmitters that are deliverable under the agreement. (d) The Company's majority owned subsidiary, CGI, provides geophysical data processing services to the Maaden joint venture. As at June 30, 2026, the Maaden Joint Venture owes the Company $0.2 million for costs that the Company incurred on behalf of the Maaden Joint Venture related to exploration work in Saudi Arabia. ( e) JCHX held 18.2% of Cordoba’s issued and outstanding common stock as at June 30, 2026 (December 31, 2025 - 19.2%). In February 2026, JCHX provided bridge loans to CMH Colombia S.A.S (“CMH”), a subsidiary of Cordoba, totalling $2.5 million. The loan was derecognized upon the Alacrán divestment (Note 13). 16. Fair value measurement: The following table provides the valuation hierarchy classification of assets and liabilities that are recorded at fair value and measured on a recurring basis in the consolidated balance sheets: June 30, 2026 December 31, 2025 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets: Investments subject to significant influence $ 2,639 $ — $ — $ 2,189 $ — $ — Other investments 1,096 267 — 954 267 — Total financial assets $ 3,735 $ 267 $ — $ 3,143 $ 267 $ — Financial liabilities: Total financial liabilities $ — $ — $ — $ — $ — $ — 14
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Table of Contents IVANHOE ELECTRIC INC. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated) 17. Segment reporting: The Company’s President & Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) of the Company. The CODM evaluates how the Company allocates resources, assesses performance and makes strategic and operational decisions. Based upon such evaluation, the Company has determined that it has four reportable segments. The Company’s reportable segments are the Santa Cruz Copper Project, critical metals, data processing and energy storage. The Santa Cruz Copper Project and critical metals segments are focused on mineral exploration and developing mines from mineral deposits principally located in the United States. The Santa Cruz Copper Project is at a more advanced stage relative to most of the Company’s other mineral exploration projects and its discrete financial information and operating results are regularly reviewed by the CODM in order to make decisions about resource allocation and assess performance. The data processing segment provides data analytics, geophysical modeling and artificial intelligence services for the mineral, oil & gas and water exploration industries. The energy storage segment develops, manufactures and installs vanadium flow batteries for grid-scale energy storage. 15
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Table of Contents IVANHOE ELECTRIC INC. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated) Segment information for the periods presented is as follows: As at and for the three months ended June 30, 2026 Santa CruzCopper Project CriticalMetals DataProcessing EnergyStorage Total Revenue $ — $ — $ 724 $ — $ 724 Exploration Expenses 10,537 10,871 — — 21,408 General and administrative expenses — 7,578 154 534 8,266 Other segment items — (8,003) 415 118 (7,470) Total segment operating expenses 10,537 10,446 569 652 22,204 Loss (income) from operations 10,537 10,446 (155) 652 21,480 Depreciation and amortization 44 447 12 — 459 Segment assets 208,981 319,646 2,656 53,537 584,820 Expenditures for segment assets 19,800 1,644 — 196 21,640 Investments subject to significant influence — 11,882 765 44,058 56,705 As at and for the six months ended June 30, 2026 Santa CruzCopper Project CriticalMetals DataProcessing EnergyStorage Total Revenue $ — $ — $ 1,582 $ — $ 1,582 Exploration Expenses 20,037 24,577 — — 44,614 General and administrative expenses — 16,607 422 1,099 18,128 Other segment items — (132,722) 1,109 (4,823) (136,436) Total segment operating expenses 20,037 (91,538) 1,531 (3,724) (73,694) Loss (income) from operations 20,037 (91,538) (51) (3,724) (75,276) Depreciation and amortization 74 970 23 — 1,067 Segment assets 208,981 319,646 2,656 53,537 584,820 Expenditures for segment assets 20,991 3,138 — 702 24,831 Investments subject to significant influence — 11,882 765 44,058 56,705 The composition of ‘Other segment items’ varies by segment. For the six months ended June 30, 2026 it consists primarily of gains from the divestment of the Alacrán and Pinaya projects in critical metals, cost of sales in data processing and provision for expected credit loss in energy storage. For the three months ended June 30, 2026 it consists primarily of gains from the divestment of the Pinaya project in critical metals and cost of sales in data processing. 1 1 1 16
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Table of Contents IVANHOE ELECTRIC INC. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated) As at and for the three months ended June 30, 2025 Santa CruzCopper Project CriticalMetals DataProcessing EnergyStorage Total Revenue from external customers $ — $ — $ 1,068 $ — $ 1,068 Intersegment revenues — — — — — Elimination of intersegment revenue — — — — — Revenue — — 1,068 — 1,068 Exploration Expenses 5,425 8,653 — — 14,078 General and administrative expenses — 8,853 162 706 9,721 Other segment items — 2,555 348 1 2,904 Total segment operating expenses 5,425 20,061 510 707 26,703 Loss (income) from operations 5,425 20,061 (558) 707 25,635 Depreciation and amortization 38 690 12 — 702 Segment assets 179,264 161,856 2,351 57,000 400,471 Expenditures for segment assets 731 661 — — 661 Investments subject to significant influence — 15,988 844 39,921 56,753 As at and for the six months ended June 30, 2025 Santa CruzCopper Project CriticalMetals DataProcessing EnergyStorage Total Revenue from external customers $ — $ — $ 1,803 $ — $ 1,803 Intersegment revenues — — 10 — 10 Elimination of intersegment revenue — — (10) — (10) Revenue — — 1,803 — 1,803 Exploration Expenses 11,929 17,934 — — 29,863 General and administrative expenses — 19,143 335 1,829 21,307 Other segment items — 2,555 693 24 3,272 Total segment operating expenses 11,929 39,632 1,028 1,853 54,442 Loss (income) from operations 11,929 39,632 (775) 1,853 52,639 Depreciation and amortization 76 1,262 24 — 1,362 Segment assets 179,264 161,856 2,351 57,000 400,471 Expenditures for segment assets 731 1,258 — — 1,989 Investments subject to significant influence — 15,988 844 39,921 56,753 The composition of ‘Other segment items’ varies by segment. For the three and six months ended June 30, 2025 it consists primarily of impairment charges in critical metals and cost of sales in data processing. 18. Commitments and contingencies: In October 2022, the Company entered into a contractual arrangement to purchase six Typhoon™ transmitters from I-Pulse (Note 15). 1 1 1 17
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Table of Contents IVANHOE ELECTRIC INC. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated) In May 2026, the Company entered into a contractual agreement to acquire a TBM for mine access development at the Santa Cruz Copper Project (Note 8). In the ordinary course of business, the Company may be involved in various legal proceedings and subject to claims that arise. Although the results of litigation and claims are inherently unpredictable and uncertain, the Company is not currently a party to any legal proceedings the outcome of which, if determined adversely to it, are believed to, either individually or taken together, have a material adverse effect on the Company’s business, financial condition or results of operations. 18
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations together with the condensed interim consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q (this “Quarterly Report”) and with our audited consolidated financial statements and the related notes for the fiscal year ended December 31, 2025 included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2026 (the “2025 Form 10-K”). Special Note Regarding Forward-Looking Statements This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about future events, our business, our financial condition, results of operations and prospects, our industry and the regulatory environment in which we operate. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. Those statements include, but are not limited to, statements with respect to: estimated calculations of mineral reserves and resources at our properties including changes in those estimated calculations, anticipated results and timing of exploration activities, timing of studies for advancing or developing our properties, plans and objectives, industry trends, our requirements for additional capital, treatment under applicable government regimes for permitting or attaining approvals, government regulation, environmental risks, title disputes or claims, synergies of potential future acquisitions, the projected, forecast or anticipated economic parameters of our mineral projects (including capital cost, operating cost, net present value, internal rate of return and other parameters), and our anticipated uses of the net proceeds from offerings of our securities or other fundraising activities. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “could,” “should,” “would,” “achieve,” “budget,” “scheduled,” “forecasts,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements may include projections of our future financial performance, the development of our mineral properties, our anticipated growth strategies and anticipated trends in our industry. All forward-looking statements speak only as of the date on which they are made. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions concerning future events that are difficult to predict. Therefore, actual future events or results may differ materially from these statements. We believe that the factors that could cause our actual results to differ materially from those expressed or implied by forward-looking statements include the following: we will require substantial capital investment in the future and we may be unable to raise additional capital on favorable terms or at all; our mineral projects are at the exploration or development stage and are subject to the significant risks and uncertainties associated with mineral exploration and development; our Santa Cruz Copper Project is subject to significant risks associated with mine construction and commissioning, including possible delays, cost overruns, and unanticipated technical problems in addition to the need to obtain all required permits and necessary funding; the Preliminary Feasibility Study (the "PFS") for our Santa Cruz Copper Project includes estimates and assumptions to project potential economic viability and actual economic outcomes may vary greatly from those set forth in the PFS; we have a limited operating history on which to base an evaluation of our business and prospects; we depend solely on our material project for our future operations; our mineral resource and reserve calculations and economic projections relating to our properties are only estimates; actual capital costs, operating costs, production and economic returns at any future mine may differ significantly from those we have anticipated; the title to some of the mineral properties may be uncertain or defective; our business is subject to changes in the prices of copper, gold, silver, nickel, cobalt, vanadium and platinum group metals; we have had claims and legal proceedings against one of our subsidiary's subsidiaries; our business is subject to significant risk and hazards associated with future mining operations; we may fail to identify attractive acquisition candidates or joint ventures with strategic partners or be unable to successfully integrate acquired mineral properties; we may fail to successfully manage joint ventures and are reliant on our joint venture partners to comply with their obligations; our business is extensively regulated by the United States and foreign governments as well as local governments; we and the VRB China Joint Venture may not receive the anticipated payments from Red Sun in connection with the VRB China Joint Venture transaction in full or in a timely manner; the requirements that we obtain, maintain and renew environmental, construction and mining permits are often a costly and time-consuming process; our non-U.S. operations are subject to additional political, economic and other uncertainties not generally associated with domestic operations; we may be adversely affected by current or future military conflicts in the Middle East, Ukraine/Russia or other jurisdictions; our activities may be hindered, delayed or have to cease as a result of climate change effects, including increased and excessive heating and the potential for forest fires at many of our properties; our operations may be impacted by public health emergencies, pandemics, epidemics, or similar events, including impacts to the availability of our workforce, government orders that may require temporary suspension of 19
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operations, and the global economy; we may be adversely affected by tariff and trade actions; and delays in the delivery or assembly of the TBM and failure of the TBM to function as expected may create material delays or add material additional costs related to the construction and development of the Santa Cruz Copper Project. You should carefully consider these risks, as well as the additional risks described in other documents we file with the SEC. We also operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. These factors should not be construed as exhaustive and should be read in conjunction with the risks described under the heading “Risk Factors” in our 2025 Form 10-K. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under “Risk Factors” in the 2025 Form 10-K. These risks and uncertainties, as well as other risks of which we are not aware or which we currently do not believe to be material, may cause our actual future results to be materially different than those expressed in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We do not undertake any obligation to make any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by law. Business Overview We are a technology-driven United States minerals exploration and development company with a focus on copper and other critical metals vital to electric transmission and generation, manufacturing, infrastructure development, technology, and national security. Our wholly owned assets are located in the United States. We operate exploration joint ventures and alliances in Saudi Arabia, Chile and the United States. We use our powerful Typhoon™ geophysical surveying system, together with advanced data analytics provided by our 94.3%-owned subsidiary, Computational Geosciences Inc. (“CGI”), to accelerate and de-risk the mineral exploration process in the search for new deposits of critical metals that may otherwise be undetectable by traditional exploration technologies. We believe the United States is significantly underexplored and has the potential to yield major new discoveries of critical metals. Through the advancement of our portfolio of critical metals exploration and development projects, headlined by the Santa Cruz Copper Project in Arizona, we intend to contribute to domestic supply by developing resources that support industrial and strategic sectors. We also operate a 50/50 joint venture with Saudi Arabian Mining Company ("Maaden") to explore for minerals on ~50,000 km of underexplored Arabian Shield in Saudi Arabia. In 2024, we established an exploration alliance with BHP Mineral Resources Inc. (“BHP”), a subsidiary of BHP Group Limited, to search for critical minerals in the United States. Finally, in 2026, we established a Typhoon™ driven exploration collaboration with Sociedad Química y Minera de Chile (“SQM”"), to explore for copper in northern Chile. Our other mineral projects in the United States include the Tintic Project, located in Utah, the Hog Heaven Copper-Silver-Gold Project, located in Montana, the Bristol Project located in Nevada, and the Gleeson, Lomitas Negras, Globe-Miami and Perseverance Projects in Arizona. In addition to our mineral projects, we also own a 90.0% controlling interest in VRB Energy Inc. ("VRB Energy"), which itself owns 100% of VRB Energy USA Inc. ("VRB USA"), an Arizona-based developer of advanced grid-scale energy storage systems utilizing vanadium redox flow batteries for integration with renewable power sources. VRB Energy also has a 49% interest in VRB China which is a joint venture with China Energy Storage Industry Co., Ltd. (“Red Sun”) a subsidiary of privately held Shanxi Red Sun Co., Ltd. VRB China manufactures, develops and sells vanadium redox flow batteries for Asian, African and Middle Eastern markets. Our shares of common stock are listed on the NYSE American and the TSX under the ticker symbol “IE”. Business Developments in the Quarter and Subsequent Period Santa Cruz Copper Project (100% owned) On May 28, 2026, we, through our wholly owned subsidiary Mesa Cobre Holding Corporation (“Mesa Cobre”), entered into an Agreement for the Purchase, Supply, Transport, Assembly, Testing, and Commissioning of a Crossover XRE Tunnel Boring Machine (“TBM”) and Associated Equipment (the “Purchase Agreement”) with Global TBM Company dba The Robbins Company (“Robbins”). Pursuant to the Purchase Agreement, Robbins will sell, supply, transport, assemble, test, and commission for Mesa Cobre the TBM for Mesa Cobre’s use on the Santa Cruz Copper Project. Mesa Cobre will pay Robbins a total of $64.7 2 20
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million, inclusive of a previously-paid deposit of $1.1 million. Upon the signing of the Purchase Agreement in June 2026, we paid $12.7 million to Robbins and will pay the remainder in a series of milestone payments relating to certain events specified in the Purchase Agreement relating to shipping, delivery to the Santa Cruz Project site, and assembly, commissioning and use of the TBM. Transportation to the project site will be reimbursed by Mesa Cobre at cost plus 10%, and any tariffs will be reimbursed by Mesa Cobre without markup. An additional cost of assembly of the TBM of $5.8 million will be paid to Robbins by Mesa Cobre pursuant to certain payment milestones. Title to the TBM and equipment transfers to Mesa Cobre upon delivery at the project. Commissioning occurs when the equipment is assembled, tested and operational, including the installation of the reaction frame at the bottom of the box cut at the site in accordance with the Purchase Agreement, and is to occur by July 30, 2027 or such other date that the parties may agree in writing. Our engineers are preparing an updated Santa Cruz Copper Project S-K 1300 Preliminary Feasibility & Technical Report Summary and NI 43-101 Feasibility Study & Technical Report (the "PFS") to incorporate the engineering details of the TBM and material handling system. We expect to complete this study during the third quarter of 2026. We are in the advanced stages of the application process and due diligence related to project debt financing with the Export-Import Bank of the United States. We also continue to advance discussions with a group of leading commercial banks, as well as potential sources for non-debt funding. Maaden Joint Venture (50% owned) On July 7, 2026, we entered into an Amended and Restated Shareholders Agreement (“A&R Shareholders Agreement”) with Maaden, governing the Joint Venture. The A&R Shareholders Agreement amends and restates the Shareholders Agreement dated July 6, 2023, as amended (collectively, the “Prior Agreement”). The A&R Shareholders Agreement includes certain new provisions not contained in the Prior Agreement including, but not limited to: • The Joint Venture and its subsidiaries may now acquire exploration licenses and mining licenses directly in the name of the Joint Venture (“Joint Venture Land”) rather than only accessing such licenses held by Maaden; • If the Joint Venture chooses not to pursue Joint Venture Land, any shareholder may pursue such rights individually with no risk or benefit to the Joint Venture; • Certain loans made by a shareholder to the Joint Venture to cover any shortfall in funding by the other shareholder shall now be repaid in priority to other shareholder loans; • The approval of the Joint Venture board of directors is now only required to hire or terminate certain senior executives; • The technical committee of the Joint Venture is now given more authority to reallocate funds within a board approved budget and approve non-material amendments to a previously approved exploration program, without needing board approval in each instance; • The exploration term of the Joint Venture will now run for ten (10) years from the effective date, ending now on July 6, 2033; and • General clean up matters relating to prior amendments. The Prior Agreement, as amended and restated by the A&R Shareholders Agreement, established a limited liability company under Saudi law and sets out the terms governing the relationship of the parties with respect to the Joint Venture. It provides for the Company and Maaden to participate in the 50/50 Joint Venture which had an initial term of five years but extendable to ten (10) years, now expiring on July 6, 2033. Kaizen Discovery Inc. (100% owned) On April 27, 2026, our subsidiary Kaizen Discovery Inc. (“Kaizen Discovery”) sold our indirect interest in the Pinaya Gold-Copper Project to Panam Copper Corp., a British Columbia company (“Panam Copper”), for $11.0 million in stated consideration, consisting of (i) $8.0 million in cash, of which $1.5 million was paid at the closing on April 27, 2026 and the remainder is payable as to $1.5 million after six months, $2.5 million after one year and $2.5 million after 18 months, (ii) $3.0 million in Panam Copper shares, with a deemed value per share using the 10-day VWAP immediately prior to the issuance date or financing price for the initial issuance, with $1.5 million issuable on the date of Panam Copper’s listing on a recognized exchange and $1.5 issuable 12 months thereafter; and (iii) the grant at closing of a one percent (1.0%) net 21
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smelter return royalty on all minerals produced from the Pinaya Gold-Copper Project. Panam Copper may repurchase 50% of the royalty for $1.0 million prior to the commencement of commercial production. Management Updates On August 1, 2026, Alex Neufeld was promoted to Senior Vice President of Exploration, replacing in that role Graham Boyd who resigned effective August 1, 2026. On August 5, 2026, the Company announced that Michelle Lammers would be joining the Company as Chief Operating Officer effective September 1, 2026. Segments We account for our business in four business segments – (i) Santa Cruz Copper Project (ii) Critical Metals, (iii) Data Processing Services and (iv) Energy Storage. Significant Components of Results of Operations Revenue, Cost of Sales and Gross Profit We have not generated any revenue from our mineral projects because they are in the exploration or development stage. We generate some revenue from our technology businesses, CGI and VRB Energy, which is included in the data processing business segment and energy storage systems business segments, respectively. CGI generates revenue from the sale of data processing services to the mining, energy (oil & gas and geothermal), and water industries. In prior years, CGI has also generated revenue from software licensing. VRB Energy generates revenue from developing, manufacturing and selling vanadium redox flow energy storage systems. Prior to October 2024, all of VRB Energy’s revenue was generated by VRB China. In October 2024, VRB Energy reduced its ownership interest in VRB China to 49% and commenced equity accounting for this investment. Since 2025, VRB Energy has been focused on progressing its Arizona-based business, VRB USA, which has not yet generated any revenue. Exploration Expenses Direct costs for the acquisition of mineral exploration rights, including option payments, are capitalized and recorded initially at cost as exploration properties. Exploration and evaluation costs are expensed in the period incurred until such time as it has been determined that a mineral property is commercially feasible, in which case subsequent exploration and evaluation costs incurred to develop a mineral property are capitalized. Commercial feasibility is generally established when a mineral property has proven and probable reserves, permits or rights to extract the resources and reserves have been obtained and financing to develop the property has been approved. Exploration expenses include topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities in relation to identifying a mineral resource and then evaluating the technical feasibility and commercial viability of extracting the mineral resource, as well as value-added taxes in relation to these direct exploration and evaluation costs incurred in foreign jurisdictions where recoverability of those taxes is uncertain. Exploration expenses also include salaries, benefits and non-cash stock-based compensation expenses of the employees performing these activities. Exploration expenses also include payments under earn-in and option agreements where the option right is with respect to ownership interests in legal entities owning the underlying mineral project in the exploration project phase. Through our earn-in and option agreements, we have the right (and in some cases, the obligation) to fund and conduct exploration on the underlying mineral project prior to determining whether to acquire a minority or majority ownership interest through further funding the costs of such exploration and, in some cases, through direct payments to the owners of the project. In the event we cease making expenditures on an exploration mineral project or fail to incur the agreed level of exploration expenditures, we will not obtain an ownership right beyond any that may have been acquired as of the date of termination. 22
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Included in exploration expenses are early stage projects and exploration costs that we incur in relation to generating new projects that may or may not proceed to earn-in agreements depending on our evaluation. These are categorized as “Project generation and other”. General and Administrative Expenses Our general and administrative expenses consist of salaries and benefits, stock-based compensation, professional and consultant fees, insurance and other general administration costs. Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025 For the three months ended June 30, 2026 we recorded a net loss attributable to common stockholders of $24.7 million ($0.16 per share), compared to $23.9 million ($0.18 per share) for the three months ended June 30, 2025, which was an increase of $0.8 million. Significant contributors to this change for the three months ended June 30, 2026 included an increase of $7.3 million in exploration expenditures and an increase of $2.2 million in share of loss of equity method investees. These increases were offset by a decrease of $1.5 million in general and administrative expenses and an $8.0 million gain recorded on the divestment of the Pinaya Project. The three months ended June 30, 2025 included a $2.6 million impairment expense of a non-core exploration property, there was no similar expense in the three months ended June 30, 2026. Exploration expenses were $21.4 million for the three months ended June 30, 2026, an increase of $7.3 million from $14.1 million for the three months ended June 30, 2025. Exploration expenses consisted of the following: Three months ended June 30, (In thousands) 2026 2025 Exploration Expenses: Santa Cruz, USA $ 10,537 $ 5,425 Gleeson, USA 3,985 180 Hog Heaven, USA 1,161 394 Alacrán Project (Cordoba) — 4,354 Ivory Coast Project, Ivory Coast 739 331 Chile Exploration Collaboration, Chile — — Tintic, USA 193 474 Project generation and other 4,793 2,920 Total $ 21,408 $ 14,078 • During the three months ended June 30, 2026, exploration expenditures largely focused on activities at the Santa Cruz Copper Project where $10.5 million of expenditure was incurred in the three months ended June 30, 2026, compared to $5.4 million incurred in the three months ended June 30, 2025. Activities during the three months ended June 30, 2026 at the Santa Cruz Copper Project focused on permitting, updating the PFS to incorporate the engineering details of the TBM and material handling system, conducting optimization studies, and performing geotechnical drilling to support detailed engineering design. The exploration expenditures incurred in the three months ended June 30, 2025 were focused on the technical engineering studies required to support the PFS that was released on June 23, 2025; • The Gleeson Project in Arizona where $4.0 million of expenditure was incurred in the three months ended June 30, 2026 compared to $0.2 million incurred in the three months ended June 30, 2025. We commenced drilling in November 2025. Activities during the three months ended June 30, 2026, were focused on testing copper-gold porphyry and polymetallic skarn and carbonate-replacement targets. Also, additional land purchases and leases have been executed; • The Hog Heaven Project where $1.2 million of expenditure was incurred in the three months ended June 30, 2026 compared to $0.4 million incurred in the three months ended June 30, 2025. Activities during the three months ended June 30, 2026 were focused on testing high-sulfidation epithermal mineralization following up on previous exploration success from 2025. Drilling was completed on April 23, 2026; and 23
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• Project generation and other includes exploration expenses for early stage projects and exploration costs that we incur in relation to generating new projects that may or may not proceed to earn-in agreements depending on our evaluation. General and administrative expenses were $8.3 million for the three months ended June 30, 2026, a decrease of $1.5 million from $9.7 million for the three months ended June 30, 2025. The main contributor to the decrease was a $1.5 million decrease in general and administrative expenses incurred at Cordoba which were $0.4 million for the three months ended June 30, 2026 compared to $2.0 million for the three months ended June 30, 2025. This decrease was due to activities and personnel at Cordoba reducing since the sale of the Alacran Project on March 5, 2026. Share of loss of equity method investees was $4.4 million for the three months ended June 30, 2026, an increase of $2.2 million from $2.3 million for the three months ended June 30, 2025. The share of loss of equity method investees for the three months ended June 30, 2026 consisted of a $2.9 million share of the loss from the Maaden Joint Venture and a $1.4 million share of loss from the VRB China Joint Venture. During the three months ended June 30, 2026 we recorded an $8.0 million gain on the divestment of the Pinaya Gold-Copper Project as a result of the April 27, 2026 sale of the project to Panam Copper. At the time of the transaction the net assets of the disposal group were $nil. We recognized a gain on the divestment of $8.0 million based on the fair value of consideration received. CGI’s software licensing and data processing services to the mining and oil and gas industries represented 100% of our revenue for the three months ended June 30, 2026 ($0.7 million) and 100% for the three months ended June 30, 2025 ($1.1 million). VRB did not generate revenue during these periods. CGI’s revenue for the three months ended June 30, 2026 was $0.7 million, a decrease of $0.3 million from $1.1 million for the three months ended June 30, 2025. The decrease in CGI’s revenue was a result of less data processing services being performed. Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025 For the six months ended June 30, 2026 we recorded net income attributable to common stockholders of $17.1 million ($0.11 per share), compared to a net loss of $54.4 million ($0.42 per share) for the six months ended June 30, 2025, which was a change of $71.5 million. The most significant contributor to this change for the six months ended June 30, 2026 was the gain of $124.7 million being realized on Cordoba's sale of the Alacrán Copper Project in Colombia in March 2026. Also contributing to the change for the six months ended June 30, 2026, was an $8.0 million gain recorded on the divestment of the Pinaya Project, a $5.0 million credit loss provision reversal related to the 2024 sale of VRB China and a decrease of $3.2 million in general and administrative expenses. Offsetting these was an increase of $14.8 million in exploration expenditures. On March 5, 2026, Cordoba sold its remaining 50% interest in the Alacrán Project for total cash proceeds of $128 million. Under the terms of the sale, the net cash proceeds remaining after settling all outstanding liabilities, and retaining $10 million for ongoing corporate purposes, would be distributed to Cordoba shareholders. On March 25, 2026, Ivanhoe Electric received a $58.4 million cash payment as part of Cordoba's distribution. As a result of these transactions, Ivanhoe Electric has recorded a $124.7 million gain on the sale of Alacrán. Exploration expenses were $44.6 million for the six months ended June 30, 2026, an increase of $14.8 million from $29.9 million for the six months ended June 30, 2025. Exploration expenses consisted of the following: Six Months Ended June 30, (In thousands) 2026 2025 Exploration Expenses: Santa Cruz, USA $ 20,037 $ 11,929 Gleeson, USA 6,615 276 Hog Heaven, USA 4,364 1,267 Alacrán Project (Cordoba) 3,334 7,691 Ivory Coast Project, Ivory Coast 1,093 656 Chile Exploration Collaboration, Chile 664 — Tintic, USA 427 1,185 Project generation and other 8,080 6,859 Total $ 44,614 $ 29,863 24
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During the six months ended June 30, 2026, exploration expenditures largely focused on activities at: • The Santa Cruz Copper Project where $20.0 million of expenditure was incurred in the six months ended June 30, 2026 compared to $11.9 million incurred in the six months ended June 30, 2025. Activities during the six months ended June 30, 2026 at the Santa Cruz Copper Project focused on permitting, updating the PFS to incorporate the engineering details of the TBM and material handling system, conducting optimization studies, and performing geotechnical drilling to support detailed engineering design. The exploration expenditures incurred in the six months ended June 30, 2025 were focused on the technical engineering studies required to support the PFS that was released on June 23, 2025; • The Gleeson Project in Arizona where $6.6 million of expenditure was incurred in the six months ended June 30, 2026 compared to $0.3 million incurred in the six months ended June 30, 2025. We commenced drilling in November 2025. Activities during the six months ended June 30, 2026 were focused on testing copper-gold porphyry and polymetallic skarn and carbonate-replacement targets. Also, additional land purchases and leases have been executed; • The Hog Heaven Project where $4.4 million of expenditure was incurred in the six months ended June 30, 2026 compared to $1.3 million incurred in the six months ended June 30, 2025. Activities during the six months ended June 30, 2026 were focused on testing high-sulfidation epithermal mineralization following up on previous exploration success from 2025. Drilling was completed on April 23 2026; • The Alacrán Project where $3.3 million of expenditure was incurred by Cordoba in 2026 prior to its sale on March 5, 2026. These pre-sale activities in 2026 were focused on detailed engineering design of the Alacrán mine and consultation associated with the Environmental Impact Assessment process; and • Project generation and other includes exploration expenses for early stage projects and exploration costs that we incur in relation to generating new projects that may or may not proceed to earn-in agreements depending on our evaluation. General and administrative expenses were $18.1 million for the six months ended June 30, 2026, a decrease of $3.2 million from $21.3 million for the six months ended June 30, 2025. The main contributor to the decrease was a $2.0 million decrease in general and administrative expenses incurred at Cordoba which were $1.3 million for the six months ended June 30, 2026 compared to $3.3 million for the six months ended June 30, 2025. This decrease was due to activities and personnel at Cordoba reducing since the sale of the Alacran Project on March 5, 2026. Also, contributing to the decrease was a $0.6 million decrease in directors and officers' insurance expenses from $1.6 million for the six months ended June 30, 2025 compared to $1.1 million for six months ended June 30, 2026 due to a decrease in premiums. CGI’s software licensing and data processing services to the mining and oil and gas industries represented 100% of our revenue for the six months ended June 30, 2026 ($1.6 million) and 100% for the six months ended June 30, 2025 ($1.8 million). VRB did not generate revenue during these periods. CGI’s revenue for the six months ended June 30, 2026 was $1.6 million, a decrease of $0.2 million from $1.8 million for the six months ended June 30, 2025. The decrease in CGI’s revenue was a result of less data processing services being performed. Stock-Based Compensation On March 6, 2026, as part of our long term incentive plan the following equity incentives were granted to certain of our officers and employees: • 454,112 stock-settled restricted stock units ("RSU's") that vest in three equal tranches beginning one year from the grant date. The fair value of the stock-settled RSU’s is amortized over the vesting period. The total fair value of the grant was $6.0 million. • Performance share units ("PSU's") that vest on December 31, 2028, with the number of units to vest determined by our share price performance against constituents from a Base Metals Index. The number of units to vest ranges between zero times to two times the target number of PSU's. The total target number of PSU's is 405,360. The total fair value of the grant was $7.1 million. 25
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Liquidity, Capital Resources and Capital Requirements Cash Resources We have recurring net losses and negative operating cash flows and we expect that we will continue to operate at a loss until we are able to generate revenue from our mining projects and such revenue exceeds our expenses. We cannot assure you that any of our mining projects will advance to commercial production or be profitable once in commercial production. We have funded our operations primarily through the sale of our equity securities. At June 30, 2026, we had cash and cash equivalents of $256.9 million and a working capital balance of $216.6 million. Of the total cash and cash equivalents at June 30, 2026, $23.5 million was not available for the general corporate purposes of the Company as these amounts were held by non-wholly-owned subsidiaries. In December 2025, we closed a $200.0 million senior secured multi-draw Bridge Facility from a syndicate of three international financial institutions (the "Bridge Facility"). The Bridge Facility will support the development of the Santa Cruz Copper Project by providing enhanced liquidity for early construction activities and working capital requirements. The Bridge Facility is currently undrawn. As at August 7, 2026, we believe that we have sufficient cash resources and availability under the Bridge Facility to carry out our business plans for at least the next 12 months, after which we expect to need additional financing to further advance our projects and conduct our business. We have based these estimates on our current assumptions, which may require future adjustments based on our ongoing business and development decisions. Accordingly, we may require additional cash resources earlier than we currently expect or we may need to curtail currently planned activities. On April 15, 2025, we received a Letter of Interest from the Export-Import Bank of the United States (“EXIM Bank”) outlining the potential to provide up to $825 million in debt financing with a 15-year repayment tenor for the development of the Santa Cruz Copper Project in Arizona through EXIM Bank’s Make More in America initiative. EXIM Bank is the official export credit agency of the United States. It is a government agency that offers financial support to companies through means such as direct loans and loan guarantees, working capital guarantees, and export credit insurance. EXIM Bank’s Make More in America initiative and its China and Transformational Exports Program are designed to boost the United States’ competitiveness, strengthen supply chains, and reduce strategic vulnerabilities. Following the receipt of the Letter of Interest from EXIM Bank, we are currently advancing through the formal application process. EXIM Bank will need to conduct all requisite due diligence necessary to determine if a final lending commitment would be made. Any final lending commitment will be dependent on meeting EXIM Bank’s underwriting criteria, authorization process, and finalization and satisfaction of terms and conditions. All final lending commitments must be in compliance with EXIM Bank policies as well as program, legal and eligibility requirements. We are assessing EXIM Bank’s interest together with other financing alternatives available to us for the development of the Santa Cruz Copper Project. The construction of the Santa Cruz Copper Project will require additional capital beyond the amount that EXIM Bank may make available. We may seek additional financing at any time through debt, equity, project specific debt, and/or other means, including asset sales. Our continued operations are dependent on our ability to obtain additional financing or to generate future cash flows. However, there can be no assurance that we will be successful in our efforts to raise additional capital on terms favorable to us, or at all. 26
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Consolidated Cash Balances as of June 30, 2026 The table below discloses the amounts of cash disaggregated by currency denomination as of June 30, 2026 in each jurisdiction that our affiliated entities are domiciled. Currency by Denomination (in USD Equivalents) US dollars Canadian dollars Other Total (In thousands) Jurisdiction of Entity: USA $ 227,231 $ 1,823 $ — $ 229,054 Canada 17,512 1,424 — 18,936 Cayman Islands 6,839 432 — 7,271 Other 1,531 — 86 1,617 Total $ 253,113 $ 3,679 $ 86 $ 256,878 Refer to Note 18 of our consolidated financial statements in our 2025 Form 10-K which outlines other restrictions on transfers of net assets from our consolidated subsidiaries to the Company. Convertible Bond — VRB Energy On July 8, 2021, VRB Energy issued a convertible bond for gross proceeds of $24.0 million. The bond has a five-year term and interest accrues at a rate of 8% per annum. Prior to the maturity date, the convertible bond will be automatically converted into equity of VRB Energy upon an equity financing or sale event, at a price per share equal to the lower of (A) the transaction price of the equity financing or sale event, and (B) the valuation cap price of $158.0 million divided by the total shares outstanding at the time of the event. If no equity financing or sale event occurs or other agreed restructuring of the convertible bond with its holder occurs, VRB Energy must repay the outstanding principal and interest on maturity in July 2026. At June 30, 2026, the balance of principal and interest on the bond was $35.2 million and it is classified as a current liability on the balance sheet. On July 1, 2026, VRB Energy and the bond holder entered into an agreement whereby the parties mutually agreed to extend the maturity date of the convertible bond to December 31, 2026. All other terms and conditions remained the same. Bridge Facility - Mesa Cobre On December 12, 2025, Mesa Cobre, closed a senior secured multi-draw Bridge Facility which will support the development of the Santa Cruz Copper Project by providing enhanced liquidity for early construction activities and working capital requirements. The Bridge Facility has a two-year maturity term, with a single repayment at maturity. It will bear interest at our election, either at (i) the forward- looking term rate based on the Secured Overnight Financing Rate administered by the Federal Reserve Bank of New York plus a margin of 5.0%, increasing by 0.5% on each of the 6th, 12th, and 18th month following the closing date, or (ii) the alternate base rate as defined in the Bridge Facility agreements. At June 30, 2026, the Bridge Facility was undrawn. In connection with the Bridge Facility, (i) Mesa Cobre entered into a security agreement which granted a first priority lien on substantially all of its assets, subject to customary exceptions, (ii) Ivanhoe Electric guaranteed Mesa Cobre’s payment obligations pursuant to a guaranty agreement whereby Ivanhoe Electric agrees to maintain at all times a tangible net worth of not less than $225.0 million, (iii) Ivanhoe Electric pledged its shares of Mesa Cobre pursuant to a pledge agreement, and (iv) Mesa Cobre executed a deed of trust and assignment of rents with respect to Mesa Cobre’s real property rights. 27
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Cash Flows The following table presents our sources and uses of cash for the periods indicated: Six Months Ended June 30, 2026 2026 2025 Net cash (used in) provided by: Operating activities $ (62,275)$ (45,469) Investing activities 98,923 7,707 Financing activities 46,146 80,916 Effect of foreign exchange on cash (640) 827 Total change in cash $ 82,154 $ 43,981 Operating activities. Net cash used in operating activities for all periods presented largely was spent on our exploration expenses and our general and administrative costs. We do not generate adequate cash from operations to cover our operating expenses and therefore rely on our financing activities to provide the cash resources to fund our operating and investing activities. The net cash used in operating activities during the six months ended June 30, 2026 of $62.3 million primarily was the result of $43.4 million of cash exploration expenditures, $13.6 million of cash general and administrative costs and $12.2 million of income taxes paid by Cordoba in relation to sale of the Alacrán Project. The net cash used in operating activities during the six months ended June 30, 2025 of $45.5 million primarily was the result of $28.7 million of cash exploration expenditures and $16.1 million of cash general and administrative costs. Investing activities. Net cash received from investing activities for the six months ended June 30, 2026 of $98.9 million was predominately due to $124.8 million received by Cordoba from the sale of its Alacrán Project. In addition, we received $5.0 million in proceeds from the 2024 sale of VRB China and $1.5 million in initial consideration from the sale of the Pinaya Gold-Copper Project. Offsetting these cash receipts were cash expenditures of $20.9 million on deposits made by the Santa Cruz Copper Project related to infrastructure and equipment, $6.3 million invested into the Maaden Joint Venture, $3.1 million of exploration property purchases and other asset purchases totaling $1.3 million. During the six months ended June 30, 2025, we received $9.7 million in proceeds from the 2024 sale of a VRB China. Financing activities. The net cash provided by financing activities during the six months ended June 30, 2026 of $46.1 million included proceeds of $81.5 million received from the January and February 2026 exercise of approximately 11.6 million Warrants to purchase one share of our common stock at a price of $7.00 per share. In addition, we received $6.1 million from the exercise of stock options during the six months ended June 30, 2026. Also, during the six months ended June 30, 2026, Cordoba distributed $40.1 million to its non-controlling shareholders. The net cash provided by financing activities during the six months ended June 30, 2025 of $80.9 million was primarily a result of the public offering we completed in February 2025 where we issued 11,794,872 units (the “Units”) at a price of $5.85 per Unit for net proceeds of approximately $65.8 million. Each Unit consisted of (i) one share of our common stock and (ii) one accompanying warrant. Also during the six months ended June 30, 2025, our subsidiary, Cordoba received a $5.0 million bridge loan from JCHX which was in addition to $5.0 million which was previously received in December 2024. On June 25, 2025, JCHX paid Cordoba $20.0 million which was the third installment under the strategic arrangement signed in 2023 whereby JCHX acquired its 50% ownership of the Alacrán Project. On June 26, 2025, Cordoba repaid the $10.5 million bridge loan using the proceeds from the third installment. Contractual Obligations The following information updates our significant contractual obligations disclosed in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2025 Form 10-K. 28
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As of June 30, 2026, there have been no material changes, outside the ordinary course of business, in our contractual obligations since December 31, 2025, other than the May 2026 agreement to acquire the TBM for $64.7 million, payable in installments over a two-year period upon the achievement of specified contractual milestones. As of June 30, 2026, the Company had made an initial deposit of $13.8 million. Off Balance Sheet Arrangements As of June 30, 2026, we were not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our financial condition, results of operations, or liquidity. Related Party Transactions See Note 15 of our consolidated financial statements for the three and six months ended June 30, 2026. Critical Accounting Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities as of the date of our financial statements. Below are the accounting matters that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved and the magnitude of the asset, liability, revenue, expense, gain or loss being reported. Actual results may vary from our estimates in amounts that may be material to the financial statements. An accounting estimate is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our financial statements. We base our assumptions and estimates on historical experience and various other sources that we believe to be reasonable under the circumstances. Actual results may differ from the estimates we calculate due to changes in circumstances, global economics and politics and general business conditions. A summary of our significant accounting policies are detailed in Note 2 to our consolidated financial statements included in our 2025 Form 10-K. We have outlined below those policies identified as being critical to the understanding of our business and results of operations and that require the application of significant management judgment in developing estimates. Recoverable value of exploration mineral interests We review and evaluate exploration mineral interests for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of our exploration mineral interests and intangible assets did not involve significant estimation in the periods presented as circumstances did not indicate the carrying amount of our assets may not be recoverable. However, the recoverability of our recorded mineral interests is subject to market factors that could significantly affect the recoverability of our assets, such as commodity prices, results of exploration activities that may affect our intentions to continue under option or earn-in agreements and geopolitical circumstances. By nature, significant changes in these factors are reasonably possible to occur periodically, which could materially impact our financial statements. Stock-based compensation Compensation expense for PSU's granted to certain of our officers and employees is determined based on estimated fair values of the PSU's at the time of grant using a Monte Carlo valuation model, which requires the input of the following subjective assumptions: 29
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Grant date: March 6, 2026 Expected volatility 69.0 % Expected life of PSU's (in years) 2.8 years USA risk-free interest rate 3.4 % Canada risk-free interest rate 2.6 % Weighted average grant-date fair value (per unit) $ 17.56 The expected volatility is based on the historical volatility of our stock on the NYSE American over a term commensurate with the expected life of the PSU's. The USA risk-free interest rate was based on the yield observed on the US Dollar treasury curve as at the grant date, while the Canadian risk-free interest rate was based on the yield observed on the Canadian dollar government bond curve as at the grant date. Income taxes We make estimates and judgments in determining the provision for income tax expense, deferred tax assets and liabilities and liabilities for unrecognized tax benefits, including interest and penalties. We are subject to income tax laws in many jurisdictions, including the United States, Canada, Australia, the Ivory Coast and Chile. We report income tax in accordance with U.S. GAAP, which requires the establishment of deferred tax accounts for all temporary differences between the financial reporting and tax bases of assets and liabilities, using currently enacted tax rates. In addition, deferred tax accounts must be adjusted to reflect new rates if enacted into law. Realization of deferred tax assets is contingent on the generation of future taxable income. As a result, we consider whether it is more likely than not that all or a portion of such assets will be realized during periods when they are available, and if not, we provide a valuation allowance for amounts not likely to be recognized. In determining our valuation allowance, we have not assumed future taxable income from sources other than the reversal of existing temporary differences. The extent to which a valuation allowance is warranted may vary as a result of changes in our estimates of future taxable income. In addition to the potential generation of future taxable income through the establishment of economic feasibility, development and operation of mines on our exploration assets, estimates of future taxable income could change in the event of disposal of assets, the identification of tax-planning strategies or changes in tax laws that would allow the benefits of future deductible temporary differences in certain entities or jurisdictions to be offset against future taxable temporary differences in other entities or jurisdictions. We recognize the effect of uncertain income tax positions if those positions are more likely than not of being sustained. The amount recognized is subject to estimates and our judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately incurred for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. We had no uncertain tax positions as of June 30, 2026. Item 3. Quantitative and Qualitative Disclosures about Market Risk. Interest Rate Risk We have both fixed-rate and variable-rate debt. Fixed-rate debt. Our fixed rate debt at June 30, 2026 consisted of a $35.2 million convertible bond that has a fixed interest rate of 8.0% per annum. The convertible bond is accounted for at amortized cost. Any changes in the market interest rates associated with this financial instruments would not impact our net loss, comprehensive loss or future cash flows. Variable-rate debt. Our variable-rate debt at June 30, 2026 was $nil. However, we have an undrawn $200.0 million Bridge Facility at June 30, 2026, related to the Santa Cruz Copper Project, which if drawn will have an interest rate equal to the secured overnight financing rate plus 5.0%. Foreign Currency Risk Our functional currency is the U.S. dollar. The majority of our expenditure is incurred in U.S. dollars at our exploration projects located in the United States and are not subject to foreign currency risk. Outside of the United States, we are subject to foreign currency risk when we undertake transactions in foreign currencies, particularly certain operating 30
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expenditures incurred in Canada. As the exchange rates between the U.S. dollar and our foreign currencies fluctuate, we experience foreign exchange gains and losses. The carrying amounts of our Canadian dollar denominated monetary assets and liabilities at June 30, 2026 are as follows: June 30, 2026 Canadian Dollar Balance (in 000’s USD Equivalent) Cash $3,679 Other receivables 281 Accounts payable and accrued liabilities (330) Other liabilities (189) $ 3,441 Six Months EndedJune 30, 2026 Opening exchange rate (1 U.S. dollar to Canadian dollars) 1.371 Closing exchange rate (1 U.S. dollar to Canadian dollars) 1.421 Appreciation/(devaluation) of Canadian dollar (3.7)% As at June 30, 2026, a 10% depreciation or appreciation of the Canadian dollar against the U.S. dollar would have resulted in an approximate $0.3 million increase or decrease in the Company’s net income for the six months ended June 30, 2026. Item 4. Controls and Procedures. Management’s Evaluation of our Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. As of June 30, 2026, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our principal executive officer and principal financial officer have concluded based upon the evaluation described above that, as of June 30, 2026, our disclosure controls and procedures were effective at the reasonable assurance level. Changes in Internal Control over Financial Reporting During the quarter ended June 30, 2026, there were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 31
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PART II—OTHER INFORMATION Item 1. Legal Proceedings. From time to time, we and our subsidiaries may become subject to various legal proceedings that are incidental to the ordinary conduct of our business. Although we cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, we make a provision for potential liabilities when we deem them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments. Item 1A. Risk Factors. The Company and its business, operations and financial condition are subject to various risks and uncertainties due to the nature of its business and the present stage of exploration of its mineral properties. Certain of these risks and uncertainties are disclosed in Part I, Item 1A. “Risk Factors” of our 2025 Form 10-K. With the exception of the addition of the below, there have been no material changes to the risk factors set forth in our 2025 Form 10- K. We may be adversely affected by current or future military conflicts in the Middle East, Ukraine/Russia or other jurisdictions We operate a joint venture in Saudi Arabia. Saudi Arabia has been impacted by the military action occurring in the region between the United States, Israel and Iran. Such military action, and the responses to it, may result in our having to halt, suspend or cease exploration activities in Saudi Arabia altogether owing to the potential risks to our personnel and assets. In addition, constraints on shipping routes such as through the Strait of Hormuz and the Bab el-Mandeb Strait may limit our ability to sea transport into Saudi Arabia the supplies and equipment necessary to continue mineral exploration activities. Such hostilities may also restrict or halt air travel to airports frequented by our personnel to access Saudi Arabia which could limit the ability of our personnel to access the mineral exploration areas in Saudi Arabia. As well, should an employee or contractor leave the joint venture, or should we seek to expand mineral exploration activities in Saudi Arabia, we may be unable to find the necessary qualified personnel who are willing to travel to Saudi Arabia during such military action. These ongoing military actions (as well as rising geopolitical tensions more generally), may also adversely affect our financial condition and results of operations. Heightened geopolitical instability in the Middle East has contributed to uncertainty in global economic and financial conditions, and increased volatility in energy, fuel, and transportation markets, as well as contributing to volatility in labor, financial, and commodity markets. Disruptions to fuel and energy supply, including as a result of government-imposed restrictions, sanctions, export controls, or other regulatory actions, could materially increase our operating costs or require the temporary suspension or shutdown of certain mineral exploration activities where reliable access to fuel or power is essential to safe and continuous operations. Heightened geopolitical tensions may also increase costs associated with insurance, air travel and shipping, thereby increasing our costs and adversely affecting our financial condition and results of operations. Our Crossover XRE Tunnel Boring Machine may not be delivered as anticipated or work as expected which would delay or halt underground development of the Santa Cruz Copper Project. The Company has entered into an agreement to acquire the TBM from Robbins to be used for decline development at the Santa Cruz Copper Project in Arizona. Delays in the delivery or assembly of the TBM and failure of the TBM to function as expected may create material delays or add material additional costs related to the construction and development of the Santa Cruz Copper Project. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sales of Equity Securities for the Three Months Ended June 30, 2026 On April 16, 2026, the Company issued 300,000 shares of common stock to an accredited investor as partial consideration for patented claims, fee simple land, and unpatented mining claims in southern Arizona in reliance on Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. 32
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Item 5. Other Information. During the three months ended June 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement. 33
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Item 6. Exhibits. Exhibit Number Description 10.1 Consulting Agreement dated May 20, 2026 between Cordoba Minerals Corp. and Quentin Markin (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 21, 2026). 10.2^ Agreement between Mesa Cobre Holding Corporation and Global TBM Company dba Robbins for the Purchase, Supply, Transport, Assembly, Testing, and Commissioning of a Tunnel Boring Machine and Associated Equipment dated May 28, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 29, 2026). 10.3 Amended and Restated Shareholders Agreement between Saudi Arabian Mining Company (Maaden), Ivanhoe Electric Mena Holdings LTD., Ivanhoe Electric Inc. and Maaden Ivanhoe Electric Exploration and Development Limited Company dated July 7, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 8, 2026). 10.4*^ Executive Employment Agreement dated July 22, 2026 between the Company and Alexander Neufeld. 10.5^ Executive Employment Agreement dated August 3, 2024 between Ivanhoe Electric Inc. and Michelle Lammers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 5, 2026). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ^ Certain appendices and exhibits have been omitted or redacted pursuant to Items 601(a)(5), 601(a)(6), and/or 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted appendix or exhibit upon request. 34
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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 7, 2026 By: /s/ Taylor Melvin Taylor Melvin Chief Executive Officer (Principal Executive Officer) Date: August 7, 2026 By: /s/ Jordan Neeser Jordan Neeser Chief Financial Officer (Principal Financial Officer) 35
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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 22nd day July 2026. BETWEEN: IVANHOE ELECTRIC INC., a Delaware corporation, having an office at 450 E Rio Salado Parkway, Suite 130, Tempe, AZ 85281 (the "Company'') AND: ALEXANDER NEUFELD, residing at 11840 N Potosi Point Drive, Tucson, Arizona 85737 (the "Employee") WHEREAS: (A) Ivanhoe Electric Inc. is a technology-led mineral exploration company with corporate offices located inTempe, Arizona, Casa Grande, Arizona and Vancouver, British Columbia, Canada. Through subsidiariesand investment companies, the Company funds and manages exploration programs in several jurisdictionsglobally but with a focus on the United States; (B) the Employee is currently employed as a VP of Exploration pursuant to an agreement dated December 1,2023; (C) the Company wishes to engage the Employee as the Senior Vice President, Exploration of the Companyand to be principally involved in advancing the Company’s Exploration projects; (D) the Company wishes to continue to employ the Employee and the Employee wishes to be employed by theCompany on the terms of this Agreement, which shall supersede any prior agreements; and (E) the Parties hereto wish to enter into this Agreement for the purpose of fixing the compensation and termsapplicable to the employment of the Employee during the period hereinafter set forth. NOW THEREFORE THIS AGREEMENT WITNESSES that the Company and the Employee (collectively the "Parties"), as Parties hereto, in consideration of the respective covenants and agreements on the part of each of them, herein contained, and each intending to be legally bound hereby, do hereby covenant, and agree as follows:
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2 Section 1 Employment 1.1 The Company hereby engages the Employee, and the Employee acknowledges and agrees, to performthe function of Senior Vice President, Exploration (the "Position") reporting to the Chief Executive Officer of theCompany. 1.2 In fulfilment of the Position, the Employee will carry out such duties and responsibilities as are customarilyperformed by persons in such role within the industry and such other duties as the Company or the CEO mayassign from time to time. The Company reserves the right to amend the Employee's duties, responsibilities, andpowers from time to time in its sole discretion. 1.3 The Employee will be expected to travel outside of the work location where currently based, to theCompany's offices, project sites and other locations as required. During the effectiveness of this Agreement, theEmployee shall be responsible for securing and maintain all appropriate documentation for traveling to otherlocations as needed to perform her duties, including obtaining visas or other travel credentials, at the expense ofthe Company. Section 2 Term This Agreement will be effective from August 1, 2026, and will remain in full force and effect until terminated as hereinafter provided. Section 3 Responsibility Subject to the approval and/or ratification of the Board of Directors (the "Board") in accordance with Company policies regarding delegation of authorities and the CEO, the Employee will have the authority and duty to perform and carry out such duties and responsibilities as are customarily carried out by persons holding similar positions in other companies comparable in size to the Company and such additional and related duties as may from time to time be assigned, delegated, limited or determined by the Board or the CEO. Section 4 Other Activities 4.1 The Employee's employment hereunder shall be substantially full-time and exclusively for the benefit of theCompany, except as permitted herein. 4.2 The Employee agrees not to undertake, or be engaged in the performance of, any work, services, or otherbusiness activity (which does not include charitable or philanthropic endeavors that do not materially interfere withthe Employee's employment hereunder), directly or indirectly, for any other person, firm, company, other legalentity or governmental agency or organization, with the exception of: (a) the Employee's employment with the Company; (b) any other pre-existing arrangements in effect at the date of this Agreement that have been notifiedto the CEO and agreed (“Grandfathered Arrangements”) but provided that any suchGrandfathered Arrangements shall remain subject to the Company’s policies governing sucharrangements and any changes that may occur from time to time, (c) unless it is determined by prior written approval of the Board or the CEO that such activities will not interfere with, or impede, in any significant manner the performance of Employee's duties in the Position, and further provided that: (d) before the Employee can engage in any work, services or other business activity which involves theEmployee owning or acquiring any interest in excess of five percent, directly or indirectly, in anymining or technology company or the rendering of any advice or service to another person,partnership or other legal
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3 entity or a joint venture engaged in the business of exploring for and/or mining minerals, theEmployee must disclose full particulars thereof in writing to the Board and the CEO, and, within 15days after the date of such disclosure, the Employee must receive from the Board or the CEO adecision that such activities by the Employee will not, in the opinion of the Board or the CEO,interfere or be in conflict with the Employee's performance of his/her duties to the Companyhereunder. If a decision is not received from the Board or the CEO within such 15-day period, theactivities will be deemed to interfere or be in conflict with the Employee's performance of his/herduties to the Company hereunder unless and until a contrary decision is received from the Board orthe CEO, and (e) before engaging in any work, services or business activity other than the kind described in sub -paragraph (d) of this Section 4.2 or is a Grandfathered Arrangement, the Employee shall havedisclosed same in writing to the Board; and (f) notwithstanding the foregoing, the Employee may engage in work for an affiliate of the Company,including serving on the board of directors of any affiliate, consistent with his/her responsibilities forthe Company to the extent agreed by the Board or the CEO. 4.3 The Employee shall refer to the Board and the CEO any and all facts, matters and transactions that mayadversely affect the Employee's relationship with the Company or the Employee's ability to perform his/her duties,or in respect of which an actual or potential conflict of interest between the Employee and the Company has arisenor may arise, and the Employee shall not proceed with any such matter or transaction until the Board's approvaltherefor is obtained. For purposes of clarification, this provision is not intended to limit in any way the Employee'sother fiduciary obligations to the Company that may arise in law or in equity. 4.4 Without limiting the generality of the foregoing, the Employee acknowledges, covenants and agrees thatunder no circumstances will his/her provision of services in the Position involve or include, nor will the Employeebe asked by any director or officer of the Company to engage in, any activities contrary to the Corruption ofForeign Public Officials Act (Canada) or the United States Foreign Corrupt Practices Act and any other similarlegislation in the jurisdiction in which the Employee is employed or to whose laws the Employee may be subject. 4.5 The Employee shall adhere to the Company's policies in effect and as modified from time to time. Section 5 Compensation 5.1 In consideration of the performance by the Employee of his/her responsibilities and duties in the Positionhereunder: (a) The Company shall pay the Employee an annual base salary of Two Hundred and Seventy-FiveThousand Dollars (US$275,000) (the "Base Salary"). The Base Salary and all other forms ofcompensation payable hereunder are subject to deduction for all applicable taxes, payrolldeductions and withholdings required by law and otherwise in accordance with the payroll practicesof the Company for similarly situated employees of the Company. (b) The Base Salary will be reviewed annually and, if increased or decreased, such increased ordecreased amount shall be the Base Salary hereunder provided however that the Base Salary mayonly be decreased as part of a general executive or company-wide reduction for cost savings orsimilar requirements. (c) The Employee will be eligible to participate in the compensation plans of the Company in effectfrom time to time, subject to the terms of the applicable plans.
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4 (d) The Employee will be eligible on an annual basis to receive short term and long term incentiveawards, with a short-term bonus target of 75% of Base Salary ("Short Term Bonus") and a long-term bonus target of 150% of Base Salary, based on the terms and conditions of the Company'sthen effective annual incentive and equity-based incentive plans or programs as adopted by theBoard upon recommendation by its Compensation Committee and contingent upon the degree ofachievement of any applicable performance goals. Equity plans ("Equity Plans") shall include butnot be limited to the 2022 Long Term Incentive Plan and associated award agreements, includingbut not limited to the Restricted Stock Unit Award Agreement and the Stock Option Agreement, andany similar agreements entered by the Parties hereafter. Targets for short term and long-termincentive awards will be reviewed and established by the Board and the Compensation Committeeon an annual basis. (i) The amount of the Short-Term Bonus that will be earned shall be determined based uponperformance criteria and targets established by the Board and the CompensationCommittee, and the achievement and/or satisfaction of such criteria and targets during thetime employed. For example, if Employee is employed for a partial year, Employee shallreceive the Short-Term Bonus on a pro rata basis that considers the degree of achievementand/or satisfaction of performance criteria and targets prior to Employee's separation fromservice and the number of months worked divided by the total number of months in thereporting year, subject to (ii) below. (ii) Employee shall be entitled to receive the Short-Term Bonus regardless of employmentstatus on the date the Short-Term Bonus is calculated or paid provided, however, that noShort-Term Bonus will be earned if the Employee's employment is terminated for Cause orby reason of voluntary termination. (e) The Employee will be eligible to participate in employee benefit plans (including health, medical, dental, and other insurance benefits) from time to time in effect for similarly situated employees of the Company, except to the extent such plans are duplicative of benefits otherwise provided to the Employee. The Employee's participation will be subject to the terms of the applicable plan documents and generally applicable policies of the Company. Employee’s health and medical benefits coverage shall begin on the effective date of this Agreement.
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5 Section 6 Expenses The Company will reimburse the Employee for any and all reasonable and documented expenses actually and necessarily incurred by the Employee in connection with the performance of his/her duties under this Agreement, in accordance with the policies of the Company in effect from time to time. The Employee will furnish the Company with an itemized account of his/her expenses in such form or forms as may reasonably be required by the Company and at such times or intervals as may be required by the Company. To the extent that any reimbursements payable to the Employee are subject to provisions of Section 409A of the code: (a) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, (c) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for any other benefit. Section 7 Paid Time Off 7.1 The Employee will be entitled to 288 hours of Paid Time Off (PTO) within each calendar year period, pro-rated for partial calendar years, during the Term of this Agreement, to be calculated from the date ofcommencement of employment set forth in Section 2 herein. This PTO must be taken at such times that do notadversely compromise the Employee's performance of his/her duties under this Agreement. 7.2 Subject to appliable employment standards legislation, the Employee may carry forward a maximum ofeighty (80) hours' PTO from one entitlement year to the next Any unused PTO excess of eighty (80) hours will beforfeited. 7.3 All other responsibilities and rights (if any) of Employee relating to accrual of PTO benefits, requesting andusing PTO benefits, and receipt of payment for accrued, unused PTO benefits upon separation from employmentshall be governed by the terms and conditions of the Company's applicable policies, practices, and procedures,subject to applicable employment laws and standards. Section 8 Indemnity The Company shall defend, indemnify and hold harmless the Employee from any and all claims, damages, losses or costs to the extent provided by applicable law and the Company's organizational documents, including but not limited to, those relating to loss or damage to property, or injury to, or death of any person or persons arising from or out of the Employee's performance of his/her obligations under this Agreement. Section 9 Consent to Use Personal Information 9.1 The Employee acknowledges and agrees that the Company has the right to collect, use and disclose theterms and conditions of his/her employment and any other identifying personal information required to bedisclosed for reporting or business purposes or otherwise by law, including: (a) Ensuring that he/she is paid for his/her services to the Company; (b) administering any benefits to which he/she is or may become entitled to, including bonuses,medical, dental, disability and life insurance benefits, and/or annual bonuses and long-termincentive securities. This shall include the disclosure of his/her personal information to anyinsurance company and/or broker or to any entity that manages or administers the Company'sbenefits on behalf of the Company, subject to applicable laws;
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6 (c) compliance with any regulatory reporting and withholding requirements relating to his/heremployment; and (d) in the event of a sale or transfer of all or part of the shares or assets of the Company, disclosing toany potential acquiring organization solely for the purposes of determining the value of theCompany and its assets and liabilities and to evaluate the Employee's position in the Company. Ifthe Employee's information is disclosed to any potential acquiring organization, the Company willrequire the potential acquiring organization to agree to use the information solely for the purpose ofevaluating the Company and to protect the privacy of Employee's information in a manner that isconsistent with any policy of the Company dealing with privacy that may be in effect from time totime and/or any applicable law that may be in effect from time to time. 9.2 The Employee may withdraw his/her consent provided herein at any time. The Employee acknowledgesthat if he/she withdraws his/her consent, his/her entitlement to certain employment benefits provided by theCompany may be negatively affected and in the event of a sale of business, the acquiring organization may not bein a position to offer continued employment due to a lack of personal information on the Employee. Section 10 Termination 10.1 This Agreement and the Employee's employment may be terminated as follows: (a) By Employee on Voluntary Resignation: Upon receipt by the Company of the Employee'sresignation, in writing, which shall be provided not less than three (3) months prior to the effectivedate of resignation. In these circumstances, during the 3-month notice period, the Employee shallreceive as full and sole compensation: (i) Base Salary at the then current rate of pay; and (ii)reimbursements that are due and owing Employee or that were earned or accrued on or before theeffective date of termination, (collectively the "Accrued Obligations") together with any rightsunder the Company's employee benefit plans, including equity or equity-based compensationplans, which shall be governed solely by the terms of the Equity Plans. Employee agrees tofaithfully perform and discharge all of his/her duties and responsibilities under this Agreementthroughout the notice period until the effective date of his/her employment termination. At any timeafter receiving notice of Employee's resignation, the Company shall have the sole option to relieveEmployee of his/her duties and/or to restrict Employee from accessing Company facilities orsystems, communicating with Company employees or third parties about work related matters,attending work-related events, or otherwise conducting business on Company's behalf. In all cases,the Employee will continue to be an employee throughout the notice period until the effective dateof termination and will receive from the Company all Accrued Obligations through the effective dateof resignation. (b) By Company on Death or Disability of Employee: Forthwith on the death of the Employee ortermination of service by reason of Disability, the Company shall have the right to terminateEmployee by reason of "Disability" if Employee is unable to perform the essential functions ofEmployee's Position, with or without a reasonable accommodation, for either ninety (90)consecutive calendar days, or one hundred twenty (120) aggregate calendar days in a twenty four(24) month period, by reason of any mental or physical illness, condition, impairment or incapacity.In these circumstances, the Employee (or his/her estate) shall be entitled to receive as full and solecompensation in discharge of the Company’s obligations to the Employee under this Agreement,the Accrued Obligations, the Short-Term Bonus, if any, determined pursuant to Section 5.1(d)(i) and(ii), together with any rights under the Company’s employee benefit plans, including the EquityPlans.
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7 (c) By the Company without Cause: By the Company at any time, and for any reason whatsoeverupon written notice of three (3) months, the Employee agrees to faithfully perform and dischargeall of his/her duties and responsibilities under this Agreement throughout the notice period until theeffective date of his/her employment termination. At any time after delivering written notice oftermination, the Company shall have the sole option to relieve Employee of his/her duties and/or torestrict Employee from accessing Company facilities or systems, communicating with Companyemployees or third parties about work-related matters, attending work-related events, or otherwiseconducting business on Company's behalf. In all cases, the Employee will continue to be anemployee throughout the notice period until the effective date of termination. Contingent upon theEmployee's execution and non-revocation of a general mutual release of claims within twenty-one(21) days of termination in the form mutually agreed to by the Parties, or such other time periodagreed to by the Parties, except for the Accrued Obligations which will be paid without regard tosuch release, on such a termination, the Employee will receive the following, as full and solecompensation in discharge of the Company's obligations to the Employee under this Agreement: (i) the Accrued Obligations together with any obligations accrued and then owing under theCompany's employee benefit plans; (ii) a lump sum cash payment, less applicable withholdings, equal to 1.5 times Employee'sannual Base Salary and 1.5 times the target annual bonuses for the year in whichtermination of employment occurs, which the Parties agree shall fully satisfy any Short TermBonus payment owed pursuant to Section 5.1(d)(i) and (ii) hereof, payable on the forty-fifth(45th) day, or next succeeding business day if the 45th day is not a business day, followingEmployee's separation from service; and (iii) the Employee's equity incentive awards will be governed in accordance with the terms of theapplicable Equity Plans. For greater certainty, this Section 10.1(c) shall not apply to a termination following a Change in Control under the circumstances provided for in Section 10.3(a). (d) By the Company with Cause: The Company may terminate this Agreement, and Employee'semployment hereunder, for Cause immediately upon written notice to Employee. In thesecircumstances, the Employee (or his/her estate) will be entitled to receive as full and solecompensation in discharge of the Company's obligations to the Employee under this Agreement,the Accrued Obligations together with any rights under the Company's employee benefit plans,including equity or equity-based compensation plans, which will be governed solely by the terms ofsuch plans. (e) For purposes of this Agreement, "Cause" shall be deemed to exist if any of the followingcircumstances exist, as determined by the Board, regardless of the timing of the precipitatingevents: (i) Employee's willful failure to substantially perform his/her or his/her duties andresponsibilities to the Company; (ii) Employee's violation of a Company policy, after receiving thirty (30) days written notice fromthe Company of the policy and the Employee's conduct alleged to violate the policy, andEmployee has failed to cure the violation within the 30-day notice period;
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8 (iii) Employee's commission of any act of fraud, embezzlement, misappropriation, breach offiduciary duty or duty of loyalty, dishonesty or any other intentional act of misconduct thathas caused or is reasonably expected to result in material injury to the Company; (iv) Employee has been convicted of or pled guilty or nolo contendere to a crime that constitutesa felony (or local law equivalent) or any crime or offense involving moral turpitude, if suchcrime or offense is (A) work-related, (B) impairs Employee's ability to perform services forthe Company, or (C) results in reputational or financial harm to the Company; (v) the unauthorized use or disclosure by Employee of any proprietary information or tradesecrets of the Company or any other party to whom Employee owes an obligation ofnondisclosure as a result of his/her Employment with the Company; or (vi) Employee's breach of any of his/her or his/her obligations under any written agreement orcovenant with the Company; or (vii) the Employee has committed any act which results in either loss or damage to the Companyor prejudice to its business standing or reputation, including any social media post or publiccomment made on the Internet or otherwise, or through the making of any disparagingcomment or remark in any public forum or setting, provided, nothing herein prohibitsEmployee from making truthful statements protected by any applicable law. (f) Notwithstanding the foregoing, the Employee's rights and entitlements with respect to any stockoptions and RSUs or any other equity incentive award or incentive bonus amount shall be inaccordance with the relevant incentive plan(s) and award agreements. 10.2 Notwithstanding Section 10.1(a) and (c), on or following the service of notice by either party for any reason to terminate this Agreement, the Company may at its sole and absolute discretion terminate the Employee's employment at any time and with immediate effect by providing the Employee all payments due in lieu of the notice period (or, if applicable, the remainder of the notice period) equivalent to the Base Salary at the date of termination for such period, in addition to the other Accrued Obligations required of the Company as set forth in Sections 10.1(a) and 10.1(c).
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9 10.3 (a) If a Change in Control occurs and, at any time during the twelve (12) month period following suchChange in Control, either (i) there occurs a termination of the Employee's employment by theCompany, other than for Cause, or (ii) the Employee resigns employment for Good Reason,contingent upon the Employee's execution and non-revocation of a mutual general release ofclaims within twenty-one (21) days of termination in the form mutually agreed upon by the Parties,or such other time period agreed to by the Parties, except for the Accrued Obligations which will bepaid without regard to such release, the Employee shall be entitled to receive: (i) the Accrued Obligations together with any rights under the Company's employee benefitplans; (ii) a lump sum cash payment, less applicable withholdings, equal to eighteen (18) months ofEmployee's annual Base Salary plus one (1) additional month for each full year of serviceafter the third (3 ) full year of service up a maximum of twenty-four (24) months annualBase Salary together with 150% of the Short Term Bonus for the year in which terminationof employment occurs, payable on the forty-fifth (45 ) day, or next succeeding business dayif the 45 day is not a business day, following Employee's separation from service; and (iii) Employee's equity incentive awards shall be governed in accordance with the terms of theapplicable Equity Plans and award grant agreements. (b) For purposes of this Section 10.3, "Good Reason" means any of the following events, unless theEmployee gives his/her express written consent thereto: (i) a material adverse change in the Employee’s Position as in effect immediately prior to aChange in Control. Such material adverse change shall mean a material diminution in theEmployee’s duties or authority or the assignment to the Employee of any duties orresponsibilities which are materially inconsistent with such Position. Notwithstanding theforegoing, Good Reason shall not be deemed to occur upon a change in the Employee’sduties or responsibilities that is solely a result of the Company no longer being publiclytraded; (ii) a material reduction by the Company in the Employee’s annual Base Salary as in effectimmediately prior to a Change in Control; (iii) a material failure by the Company to continue in effect any employee benefit program inwhich the Employee is participating at the time of a Change in Control other than as a resultof the normal expiration of any such employee benefit program in accordance with its termsas in effect at the time of a Change in Control or replacement of such benefit program with acomparable program, or the taking of any action, or the failure to act, by the Company whichwould materially and adversely affect the Employee’s continued participation in any suchemployee benefit program on at least as favorable a basis to the Employee as on the dateof a Change in Control; (iv) the Company requiring the Employee to be based in a location more than 50 miles fromwhere the Employee is based at the time of a Change in Control, except as expresslycontemplated by this agreement for relocation to Phoenix, Arizona and except for requiredtravel on the Company’s business to an extent substantially consistent with the Employee’sbusiness travel obligations in the ordinary course of business immediately prior to theChange in Control; rd th th
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10 (v) the Company repudiating or breaching any of its material obligations under this Agreement;or (vi) the Company requiring the Employee to report to a person of lesser authority or standingthan that set forth in Section 1.1; provided that a general change in overall reportingstructure bona fide entered into by the Company in the interests of improved managementof its business and not limited to the individual Employee, shall not be a change in reportingresponsibilities as contemplated by this clause. (c) Notwithstanding the foregoing, to constitute Good Reason hereunder, the Employee must givenotice to the Company within 30 days following the Employee’s knowledge of an event constitutingGood Reason describing the alleged failure or action by the Company in respect of the events setout in clauses (i) to (vi) above and advising the Company of the Employee’s intention to terminatethe Employee’s employment for Good Reason. If the Employee fails to provide such notice within30 days, such event shall not constitute Good Reason under this Agreement. Following receipt ofsuch notice from the Employee, the Company shall then have 30 business days to take anyrequired corrective action to rectify or rescind such event (and if such event is so rectified orrescinded, such event shall not constitute Good Reason) and to notify the Employee in writing thatit has completed such rectification or rescindment, or to notify the Employee that it denies theoccurrence of such event. (d) A notice of resignation for Good Reason in accordance with the foregoing will be deemed to haveoccurred within the twelve (12) month period following a Change in Control provided the Employeegives the required notice to the Company prior to the end of such twelve (12) month period. (e) The payments provided for in paragraph (a) under this Section 10.3 shall be inclusive of theEmployee’s entitlement to notice and severance pay at common law or by statute. The Companyshall not be obligated to make any further payments under this Agreement, except for the paymentof any reasonable expenses due and owing pursuant to Section 6. (f) For the purposes of this Agreement, “Change in Control” means any of the following eventsoccurring after the date hereof: (i) a transaction or series of transactions whereby any “person” or related “group” of “persons”(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) directly orindirectly acquires beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 underthe Exchange Act) of securities of the Company possessing more than 50% of the totalcombined voting power of the Company’s securities outstanding immediately after suchacquisition; provided however that the following acquisitions shall not constitute a Change inControl: (i) any acquisition by the Company or any of its Subsidiaries; (ii) any acquisition byan employee benefit plan maintained by the Company or any of its Subsidiaries, (iii) anyacquisition which complies with Sections 10.3(f)(iii)(I), 10.3(f)(iii)(II) and 10.3(f)(iii)(III) or (iv);in respect of an Award (as defined in the Company’s Long Term Incentive Plan) held by aparticular Holder, any acquisition by the Holder or any group of persons including the Holder(or any entity controlled by the Holder or any group of persons including the Holder); (ii) the Incumbent Directors, as defined in the Company’s Long Term Incentive Plan, orsuccessor plan, cease for any reason to constitute a majority of the Board;
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11 (iii) the consummation by the Company (whether directly involving the Company or indirectlyinvolving the Company through one or more intermediaries) of (x) a merger, consolidation,reorganization, or business combination, (y) a sale or other disposition of all or substantiallyall of the Company’s assets in any single transaction or series of related transactions or (z)the acquisition of assets or stock of another entity, in each case other than a transaction: (I) which results in the Company’s voting securities outstanding immediately before thetransaction continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the Company or the person that, as a result of thetransaction, controls, directly or indirectly, the Company or owns, directly orindirectly, all or substantially all of the Company’s assets or otherwise succeeds tothe business of the Company (the Company or such person, the “SuccessorEntity”)) directly or indirectly, at least a majority of the combined voting power of theSuccessor Entity’s outstanding voting securities immediately after the transaction,and (II) after which no person or group beneficially owns voting securities representing 50%or more of the combined voting power of the Successor Entity; provided howeverthat no person or group shall be treated for purposes of this Section as beneficiallyowning 50% or more of the combined voting power of the Successor Entity solely asa result of the voting power held in the Company prior to the consummation of thetransaction; and (III) after which at least a majority of the board of directors (or the analogous governingbody) of the Successor Entity were Board members at the time of the Board’sapproval of the execution of the initial agreement providing for such transaction; or (iv) the date which is 10 business days prior to the completion of a liquidation or dissolution ofthe Company. Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any amount that provides for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (i), (ii), (iii) or (iv) with respect to such payment (or portion thereof) shall only constitute a Change in Control for purposes of the payment if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(S). (g) Notwithstanding any other provision of this Agreement or any other plan, arrangement oragreement to the contrary, if any of the payments or benefits provided or to be provided by theCompany to Employee or for Employee’s benefit pursuant to the terms of this Agreement orotherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within themeaning of Section 280G of the Code and would, but for this Section 10.3 be subject to the excisetax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar taximposed by state or local law or any interest or penalties with respect to such taxes (collectively, the“Excise Tax”), then prior to making the Covered Payments, a calculation shall be made comparing(i) the Net Benefit (as defined below) to Employee of the Covered Payments after payment of theExcise Tax to (ii) the Net Benefit to Employee if the Covered Payments are limited to the extentnecessary to avoid being subject
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12 to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii)above will the Covered Payments be reduced to the minimum extent necessary to ensure that noportion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”).“Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local,foreign income, employment and excise taxes. Any such reduction shall be made by the Companyin its sole discretion consistent with the requirements of Section 409A of the Code. In the event thatExecutive receives reduced payments and benefits, the order in which they shall be reduced is thefollowing: (i) cash payments under Section 10.3 that do not constitute deferred compensation withinthe meaning of Section 409A of the Code; (ii) cash payments under Section 10.3 that do constitutedeferred compensation, in each case, beginning with the payment or benefits that are to be paid orprovided the farthest in time from the effective date of Executive’s termination of employment; and(iii) the rights to any acceleration of equity awards; in each case only to the extent that suchreduction would eliminate or reduce the Excise Tax. 10.4 The Employee agrees that the notice, pay in lieu of notice (or a combination thereof) together with thebenefits set out in Sections 10.1(c) or 10.3 shall be in full and final settlement of any and all actions, causes ofactions, suits, claims, demands and entitlements whatsoever which the Employee has or may have, whetherpursuant to statute, common law or otherwise, against the Company and any of its directors, officers, employees,representatives, successors and assigns, arising out of the Employee's hiring, employment and the termination ofthe Employee's employment or this Agreement and the Employee expressly waives any and all entitlement toreasonable notice or pay in lieu thereof pursuant to common law. The amounts and benefits set out in Sections10.1(c) and 10.3 in excess of employment standards minimums are conditional upon the Employee executing afull and final release in favor of the Company, in a form acceptable to the Company. 10.5 If this Agreement is terminated by either party while the Employee is on site at any work location other thanwhere the Employee is otherwise based, regardless of the circumstances or the reason for termination, theCompany will reimburse the Employee for his/her return flight home and any change fees that are incurred by theEmployee. Section 11 Directorships and Other Offices 11.1 The Company may from time to time in its discretion require the Employee to be nominated and appointedas a director or other officer or manager of the Company or of any of its subsidiary companies, and the Employeeagrees to comply with each such request. 11.2 If the Employee is a director or other officer or manager of the Company or of any of its subsidiarycompanies, the Company is not obliged to ensure that the Employee remains a director or other officer ormanager of the Company or any subsidiary. The removal of the Employee as a director of the Company by reasonof election by the Company's shareholders, or removal of the Employee as a director of a subsidiary, or removalfrom that other office or management position will not amount to a breach of this Agreement or constitute GoodReason or constitute grounds for termination with Cause. 11.3 If the Employee is at any time not a director of the Company or of any of its subsidiary companies, then theEmployee shall not be entitled to and shall not hold himself/herself out as a director and the removal of the term"Director" from the Employee's job title will not constitute a breach by the Company of this Agreement. 11.4 Upon the termination of the Employee's employment by the Company for any reason (unless the Companyin writing requires the Employee not to do so) the Employee hereby agrees to resign from and vacate each andevery office as director of the Company or of any of its subsidiary companies and every other office ormanagement position which he/she may hold in the Company or a subsidiary company to which he/she may havebeen appointed or elected, and for purposes hereof the Employee hereby irrevocably and unconditionally appointsany
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13 director of the Company or the company secretary of the Company as his/her agent or attorney to effect eachsuch resignation. 11.5 Notwithstanding the provisions of Section 11.4, the Company may request the Employee to retain his/heroffice as a director of the Company or a subsidiary notwithstanding the termination of his/her employment, inwhich case the Employee shall become a non-executive director of the Company or of its subsidiary companiesand shall be entitled to receive compensation as a non-employee director of the Company or such subsidiary. 11.6 The Employee hereby indemnifies the Company (and their respective officers, managers and employees)in respect of any claims, losses, costs or expenses whatsoever (including indirect and consequential damages)which may be suffered or incurred by any of them arising out of or in connection with the Employee refusing forany reason whatsoever to resign from and/or vacate any office as a director or other position contemplated inSection 11.4 for purposes of having to have the Employee removed as a director of the Company or a subsidiarycompany. Section 12 Confidential Information 12.1 The Employee agrees to keep the affairs and Confidential Information (as defined below) of the Companystrictly confidential and shall not disclose the same to any person, company or firm, directly or indirectly, during orafter his/her employment by the Company except as authorized in writing by the Board. "ConfidentialInformation" includes, without limitation, the following types of information or material, both existing andcontemplated, regarding the Company and which is not in the public domain or publicly available: corporateinformation, including contractual licensing arrangements, plans, strategies, tactics, policies, resolutions, patent,trade-mark and trade name applications; any litigation or negotiations; information concerning suppliers; marketinginformation, including sales, investment and product plans, customer lists, strategies, methods, customers,prospects and market research data; financial information, including cost and performance data, debtarrangements, equity structure, investors and holdings; operational and scientific information, including tradesecrets; technical information, including technical drawings and designs; any information relating to any mineralprojects in which the Company has an actual or potential interest; and personnel information, including personnellists, resumes, personnel data, organizational structure and performance evaluations. The Employee agrees not touse such information, directly or indirectly, for his/her own interests, or any interests other than those of theCompany, whether or not those interests conflict with the interests of the Company, during or after her employmentby the Company. The Employee expressly acknowledges and agrees that all information relating to the Company,whether financial, technical or otherwise shall, upon execution of this Agreement and thereafter, as the case maybe, be the sole property of the Company, whether arising before or after the execution of this Agreement. TheEmployee expressly agrees not to divulge any of the foregoing information to any person, partnership, company orother legal entity or to assist in the disclosure or divulging of any such information, directly or indirectly, except asrequired by law or as otherwise authorized in writing by the Board. The provisions of Section 12 shall survive thetermination of this Agreement. 12.2 The Employee agrees that all documents of any nature pertaining to the activities of the Company,including Confidential Information, in the Employee's possession now or at any time during the Employee's periodof employment, are and shall be the property of the Company and that all such documents and copies of themshall be surrendered to the Company when requested by the Company. The Employee shall be permitted to retaininformation that pertains to himself/herself including his/her contacts. Section 13 Non-Solicitation 13.1 The Employee covenants and agrees that during his/her employment and for a period of twelve (12)months following the date of termination of his/her employment, however caused, the Employee will not on his/herown behalf or on behalf of any person, whether directly or indirectly, in any capacity whatsoever, alone, through orin connection with any person, employ, engage, offer employment or engagement to or solicit the employment orengagement of or
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14 otherwise entice away an employee or officer of the Company, whether or not such person would commit anybreach of their contract of employment by reason of leaving their service. 13.2 Employee agrees that the restrictions, including the duration, scope and geographic area for each,established under the covenants contained in this Section 13 are fair, reasonable and necessary in order toprotect the legitimate interests of the Company, that Employee is receiving adequate consideration under thisAgreement for such obligations, and that such obligations will not prevent the Employee from earning a livelihoodduring the time periods covered by the restrictive covenants. 13.3 In the event Employee has violated any of the covenants contained in this Section 13, the time periodcovered by the restrictive covenant shall be tolled during the period in which the violation was occurring. 13.4 The Employee agrees that a breach by his/her of any of the covenants contained in this Section 13 wouldresult in the Company suffering damages which could not adequately be compensated by monetary award.Accordingly, the Employee agrees that in the event of any such breach or threatened breach, in addition to allother remedies available at law or in equity, the Company will be entitled as a matter of right to seek a temporaryor permanent injunction or other equitable relief against such breach or threatened breach from any court ofcompetent jurisdiction, without the necessity of showing any actual damages or that money damages would notafford an adequate remedy, and without the necessity of posting any bond or other security. 13.5 The Employee further agrees that a breach by his/her of any of the covenants contained in this Section 13constitutes Cause to terminate the Employee's employment. Section 14 Representations and Warranties The Employee represents and warrants to the Company that the execution and performance of this Agreement will not result in or constitute a default, breach or violation or an event that, with notice or lapse of time or both, would be a default, breach or violation of any understanding, agreement or commitment, written or oral, express or implied, to which the Employee is currently a party or by which the Employee or Employee's property is currently bound. Section 15 Governing Law This Agreement shall be construed and enforced in accordance with the laws of Arizona, without reference to principles of conflicts of laws. Any action or proceeding brought by a party arising out of or in connection with this Agreement shall be brought solely in a court of competent jurisdiction located in Arizona. To the extent permitted by law, the parties agree not to contest such exclusive jurisdiction or seek the transfer of any action relating to such dispute to any other jurisdiction. Each of the parties hereby submits to personal jurisdiction and waives any objection as to venue in Arizona. Section 16 Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the relationship between the Company and the Employee and supersedes all prior arrangements and agreements, whether oral or in writing between the Parties hereto with respect to the subject matter hereof. Section 17 Amendments No amendment to or variation of the terms of this Agreement will be effective or binding upon the Parties hereto unless made in writing and signed by both Parties hereto.
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15 Section 18 Assignment This Agreement is not assignable by the Employee. This Agreement is assignable by the Company to any other company that controls, is controlled by, or is under common control with the Company. This Agreement shall ensure to the benefit of and be binding upon the Company and its successors and permitted assigns and the Employee and his/her heirs, executors and administrators. Section 19 Survival Any provision of this Agreement which expressly states that it is to continue in effect after termination of this Agreement or the Employee's employment, or which by its nature would survive the termination of this Agreement or the Employee's employment, shall do so, regardless of the manner or cause of termination. Section 20 Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Section 21 Headings The division of this Agreement into Sections and the insertion of headings are for convenience or reference only and shall not affect the construction or interpretation of this Agreement. Section 22 Time of Essence Time shall be of the essence in all respects of this Agreement. Section 23 Notice 23.1 Any notice required or permitted to be made or given under this Agreement to either party shall be inwriting and shall be sufficiently given if delivered personally, by electronic transmission, or if sent by prepaidregistered mail to the intended recipient of such notice at their respective addresses set forth below or to suchother address as may, from time to time, be designated by notice given in the manner provided in this Section: (a) in the case of the Company: Ivanhoe Electric Inc. 450 E. Rio Salado Parkway BOX #4 Tempe, AZ 85281 Attention: Human Resources Email: humanresources@ivanhoeelectric.com (b) in the case of the Employee, at the address set forth on the first page hereof. 23.2 Any notice hand-delivered to the party to whom it is addressed shall be deemed to have been given andreceived on the day it is so delivered or, if such day is not a business day, then
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16 on the next business day following any such day. Any notice delivered by registered mail shall be deemed to havebeen given and received on the 10th business day following the date of mailing. In the case of facsimiletransmission, notice is deemed to have been given or served on the party to whom it was sent at the time ofdispatch if, following transmission, the sender receives a transmission confirmation report or, if the sender'sfacsimile machine is not equipped to issue a transmission confirmation report, the recipient confirms in writing thatthe notice has been received. In the case of e-mail transmission, notice is deemed to have been given or servedon the party to whom it was sent at the time of dispatch if, following transmission, the recipient confirms by e-mailor telephone call that the notice has been received. Notwithstanding the above, no notice will be deemed to havebeen given to the Employee while on site or traveling to and from a site unless such notice is hand-delivered to theEmployee, or the Employee confirms that he/she has received delivery of the notice by another method. Section 24 Independent Legal Advice The Employee agrees that he/she has had, or has had the opportunity to obtain, independent legal advice in connection with the execution of this Agreement and has read this Agreement in its entirety, understands its contents and is signing this Agreement freely and voluntarily, without duress or undue influence from any party. Section 25 Counterparts This Agreement may be executed in counterparts and shall become operative when each party has executed and delivered at least one counterpart. Signature page to follow.
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17 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. IVANHOE ELECTRIC INC. /s/ Taylor Melvin__________________________ Authorized Signatory SIGNED by the Employee in the presence of: /s/ Alexander Neufeld______________________ Alexander Neufeld /s/Merieke Neufeld________________________ Merieke Neufeld___________________ Witness Witness Name
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Exhibit 31.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Taylor Melvin, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 of Ivanhoe Electric Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect tothe period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in thisreport; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 13a–15(f) and 15d–15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing theequivalent functions): a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financialinformation; and b.Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting. Date: August 7, 2026 By: /s/ Taylor Melvin Taylor Melvin Chief Executive Officer (principal executive officer)
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Exhibit 31.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jordan Neeser, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 of Ivanhoe Electric Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect tothe period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in thisreport; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 13a–15(f) and 15d–15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered bythis report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing theequivalent functions): a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financialinformation; and b.Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting. Date: August 7, 2026 By: /s/ Jordan Neeser Jordan Neeser Chief Financial Officer (principal financial officer)
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Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OFTHE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Ivanhoe Electric Inc. (the “Company”) for the fiscal quarter endedJune 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Taylor Melvin, as ChiefExecutive Officer of the Company, hereby certifies, pursuant to and solely for the purpose of 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge and belief, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and resultsof operations of the Company. Date:August 7,2026 By:/s/ TaylorMelvin TaylorMelvin ChiefExecutiveOfficer(principalexecutiveofficer)
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Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OFTHE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Ivanhoe Electric Inc. (the “Company”) for the fiscal quarter endedJune 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jordan Neeser, as ChiefFinancial Officer of the Company, hereby certifies, pursuant to and solely for the purpose of 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge and belief, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and resultsof operations of the Company. Date:August 7,2026 By:/s/ JordanNeeser JordanNeeser ChiefFinancialOfficer(principalfinancialofficer)