Ivanhoe Electric Inc.

11/08/2024 | Press release | Distributed by Public on 11/08/2024 07:44

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

ie-20240930
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 September 30, 2024
OR
o 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 32-0633823
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
450 E Rio Salado Parkway, Suite 130
Tempe, Arizona
85281
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 656-5821
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.0001 per share IE
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 x Accelerated filer o
Non-accelerated filer o Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of November 8, 2024, the registrant had 120,456,232 shares of common stock, $0.0001 par value per share, outstanding.
Table of Contents
Table of Contents
IVANHOE ELECTRIC INC. Form 10-Q
For the Quarter Ended September 30, 2024
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 and Comprehensive Loss
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
17
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
27
Item 4.
Controls and Procedures
27
PART II. OTHER INFORMATION
28
Item 1.
Legal Proceedings
28
Item 1A.
Risk Factors
28
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
28
Item 5.
Other Information
28
Item 6.
Exhibits
29
Signatures
30
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PART I-FINANCIAL INFORMATION
Item 1. Financial Statements.
IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Balance Sheets (Unaudited)
(Expressed in thousands of U.S. dollars)
September 30,
2024 		December 31,
2023
Assets
Current assets:
Cash and cash equivalents $ 81,073 $ 205,043
Restricted cash 5,998 -
Accounts receivable 2,774 3,326
Inventory - 5,013
Prepaid expenses and deposits 3,731 3,104
Assets held for sale 11,161 -
104,737 216,486
Non-current assets:
Investments subject to significant influence 30,439 39,130
Other investments 2,039 2,989
Exploration mineral interests 225,863 216,290
Property, plant and equipment 7,106 6,645
Other non-current assets 5,244 5,686
Total assets $ 375,428 $ 487,226
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities $ 14,509 $ 19,948
Note payable, current 16,099 12,672
Due to related party - 4,000
Lease liabilities, current 856 699
Contract liability - 2,404
Deferred exploration liability 5,812 -
Liabilities held for sale 4,655 -
41,931 39,723
Non-current liabilities:
Note payable 36,244 36,244
Convertible debt 30,267 28,372
Deferred income taxes 4,462 4,845
Lease liabilities, net of current portion 1,680 1,199
Other non-current liabilities 593 562
Total liabilities 115,177 110,945
Commitments and contingencies (Note 17)
Equity:
Common stock, par value $0.0001; 700,000,000 shares authorized; 120.4 million shares issued and outstanding as of September 30, 2024 (December 31, 2023 - 700,000,000 authorized; 120.0 million issued and outstanding)
12 12
Additional paid-in capital 799,516 777,816
Accumulated deficit (547,034) (401,504)
Accumulated other comprehensive income (2,420) (2,073)
Equity attributable to common stockholders 250,074 374,251
Non-controlling interests 10,177 2,030
Total equity 260,251 376,281
Total liabilities and equity $ 375,428 $ 487,226
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IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Unaudited)
(Expressed in thousands of U.S. dollars, except for share and per share amounts)
Three Months Ended
September 30, 		Nine months ended
September 30,
2024 2023 2024 2023
Revenue $ 671 $ 239 $ 1,569 $ 2,232
Cost of sales (256) (275) (548) (1,715)
Gross profit 415 (36) 1,021 517
Operating expenses:
Exploration expenses 30,459 34,208 111,356 93,318
General and administrative expenses 10,859 11,445 34,154 34,736
Research and development expenses 871 1,247 2,523 5,228
Selling and marketing expenses 55 36 244 181
Loss from operations 41,829 46,972 147,256 132,946
Other expenses (income):
Interest expense, net 972 1,717 1,324 2,398
Foreign exchange loss (gain) (133) 62 554 (1,411)
Loss (gain) on revaluation of investments 97 (44) 799 (990)
Share of loss of equity method investees 4,260 34,216 8,725 35,444
Other expense (income), net 99 337 108 (1,500)
Loss before income taxes 47,124 83,260 158,766 166,887
Income tax recovery - - (26) (200)
Net loss 47,124 83,260 158,740 166,687
Less loss attributable to non-controlling interests (3,888) (5,380) (13,210) (14,470)
Net loss attributable to common stockholders or parent 43,236 77,880 145,530 152,217
Net loss 47,124 83,260 158,740 166,687
Other comprehensive loss , net of tax:
Foreign currency translation adjustments (133) (154) 210 1,185
Other comprehensive loss (income) (133) (154) 210 1,185
Comprehensive loss $ 46,991 $ 83,106 $ 158,950 $ 167,872
Comprehensive loss attributable to:
Common stockholders or parent 43,095 77,766 145,877 152,972
Non-controlling interests 3,896 $ 5,340 13,073 $ 14,900
$ 46,991 $ 83,106 $ 158,950 $ 167,872
Net loss per share attributable to common stockholders
Basic and diluted $ 0.36 $ 0.74 $ 1.21 $ 1.57
Weighted-average common shares outstanding
Basic and diluted 120,406,215 104,866,006 120,330,374 97,028,679
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IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Changes in Equity (Unaudited)
(Expressed in thousands of U.S. dollars, except share amounts)
Additional
paid-in
capital 		Accumulated
deficit 		Accumulated
other
comprehensive
loss 		Non-controlling
interest 		Total
Common Stock
Three months ended September 30, 2024 Shares Amount
Balance at July 1, 2024 120,388,601 $ 12 $ 795,502 $ (503,798) $ (2,561) $ 13,969 $ 303,124
Net loss - - - (43,236) - (3,888) (47,124)
Other comprehensive income (loss) - - - - 141 (8) 133
Stock options exercised 54,131 - 135 - - - 135
Stock-based compensation - - 3,947 - - 81 4,028
Other changes in non-controlling interests - - (68) - - 23 (45)
Balance at September 30, 2024 120,442,732 $ 12 $ 799,516 $ (547,034) $ (2,420) $ 10,177 $ 260,251
Nine months ended September 30, 2024
Balance at January 1, 2024 120,025,264 $ 12 $ 777,816 $ (401,504) $ (2,073) $ 2,030 $ 376,281
Net loss - - - (145,530) - (13,210) (158,740)
Other comprehensive loss (income) - - - - (347) 137 (210)
Issuance of common stock; Kaizen arrangement 116,413 - 952 - - - 952
Issuance of common stock; earn-in payment 12,765 - 95 - - - 95
Settlement of restricted share units 150,000 - - - - - -
Settlement of deferred share units 1,972 - - - - - -
Stock options exercised 136,318 - 829 - - - 829
Stock-based compensation - - 11,231 - - 211 11,442
Non-controlling interests investment in subsidiary - - 9,387 - - 20,992 30,379
Other changes in non-controlling interests - - (794) - - 17 (777)
Balance at September 30, 2024 120,442,732 $ 12 $ 799,516 $ (547,034) $ (2,420) $ 10,177 $ 260,251
IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Changes in Equity (Unaudited)
(Expressed in thousands of U.S. dollars, except share amounts)
Additional
paid-in
capital 		Accumulated
deficit 		Accumulated
other
comprehensive
loss 		Non-controlling
interest 		Total
Common Stock
Three months ended September 30, 2023 Shares Amount
Balance at July 1, 2023 93,463,764 $ 9 $ 439,442 $ (276,465) $ (2,058) $ 5,820 $ 166,748
Net loss - - - (77,880) - (5,380) (83,260)
Other comprehensive income - - - - 114 40 154
Issuance of common stock; strategic investment, net of issuance costs 10,269,604 1 123,670 - - - 123,671
Issuance of common stock; public offering, net of issuance costs 13,629,629 2 175,540 - - - 175,542
Stock options exercised 156,118 - 389 - - - 389
Stock-based compensation - - 5,581 - - 70 5,651
Other changes in non-controlling interests - - (144) - - 41 (103)
Balance at September 30, 2023 117,519,115 $ 12 $ 744,478 $ (354,345) $ (1,944) $ 591 $ 388,792
Nine months ended September 30, 2023
Balance at January 1, 2023 92,960,584 $ 9 $ 409,683 $ (202,128) $ (1,189) $ (3,928) $ 202,447
Net loss - - - (152,217) - (14,470) (166,687)
Other comprehensive loss - - - - (755) (430) (1,185)
Issuance of common stock; strategic investment, net of issuance costs 10,269,604 1 123,670 - - - 123,671
Issuance of common stock; public offering, net of issuance costs 13,629,629 2 175,540 - - - 175,542
Issuance of common stock; earn-in payment 10,281 - 150 - - - 150
Stock options exercised 637,027 - 1,586 - - - 1,586
Stock-based compensation - - 16,013 - - 201 16,214
Settlement of deferred share units 11,990 - - - - - -
Non-controlling interests investment in subsidiary - - 17,979 - - 19,174 37,153
Other changes in non-controlling interests - - (143) - - 44 (99)
Balance at September 30, 2023 117,519,115 $ 12 $ 744,478 $ (354,345) $ (1,944) $ 591 $ 388,792
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IVANHOE ELECTRIC INC.
Condensed Interim Consolidated Statements of Cash Flows (Unaudited)
(Expressed in thousands of U.S. dollars)
Nine months ended September 30, 2024 and 2023
2024 2023
Operating activities
Net loss $ (158,740) $ (166,687)
Adjustments to reconcile net loss to cash provided by used in operating activities:
Depreciation and amortization 1,829 2,133
Stock-based compensation 11,442 16,214
Non-cash exploration and research and development expense 2,337 3,621
Unrealized foreign exchange loss (gain) 551 (1,411)
Interest expense 5,322 4,925
Income taxes - (200)
Loss (gain) on revaluation of investments 799 (990)
Share of loss of equity method investees 8,725 35,444
Other 179 (400)
Changes in other operating assets and liabilities:
Trade accounts receivable (484) (911)
Inventory (1,421) 737
Operating lease liabilities (1,005) (718)
Accounts payable and accrued liabilities (5,879) 2,616
Deferred exploration liability 5,812 -
Other operating assets and liabilities (858) (1,345)
Net cash used in operating activities (131,391) (106,972)
Investing activities
Purchase of mineral interests (10,640) (45,557)
Purchase of property, plant and equipment and intangible assets (1,235) (1,142)
Purchase of investments subject to significant influence (1,127) (67,948)
Cash acquired on acquisition of subsidiary 227 -
Net cash used in investing activities (12,775) (114,647)
Financing activities
Non-controlling interests investment in subsidiary 26,380 29,454
Proceeds from exercise of stock options 829 1,586
Net proceeds from issuance of common stock - 299,924
Net cash provided by financing activities 27,209 330,964
Effect of foreign exchange rate changes on cash and cash equivalents (1,015) 40
(Decrease) increase in cash, cash equivalents and restricted cash (117,972) 109,385
Cash, cash equivalents and restricted cash, beginning of the year 205,043 139,660
Cash, cash equivalents and restricted cash, end of the period 87,071 249,045
Restricted cash, end of period 5,998 -
Cash and cash equivalents, end of the period $ 81,073 $ 249,045
Supplemental cash flow information
Cash paid for income taxes $ 1,143 $ 1,188
Supplemental disclosure of non-cash investing and financing activities
Note payable issued as consideration for land purchase $ - $ 82,590
Issuance of common stock 1,047 -
Non-controlling interests investment in subsidiary 4,000 10,546
Settlement of loan upon issuance of shares of subsidiary - (10,546)
Settlement of related party loan $ (4,000) $ -
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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 domiciled company that combines advanced mineral exploration technologies with electric metals exploration projects predominantly located in the United States. The Company's mineral exploration efforts focus on copper as well as other metals including nickel, vanadium, cobalt, platinum group elements, gold and silver. The Company's portfolio of electric metals exploration projects include the Santa Cruz Project in Arizona and the Tintic Project in Utah, as well as other exploration projects in the United States.
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 Ma'aden ("Ma'aden") to explore prospective land in Saudi Arabia.
The Company conducts the following business activities through certain subsidiaries:
•VRB Energy Inc. ("VRB"), develops, manufactures and installs vanadium flow batteries for grid-scale energy storage. Ivanhoe Electric had an ownership interest in VRB of 90.0% as at September 30, 2024 (December 31, 2023 - 90.0%).
•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 September 30, 2024 (December 31, 2023 - 94.3%).
•Cordoba Minerals Corp. ("Cordoba") holds the San Matias copper-gold-silver project in northern Colombia. Ivanhoe Electric had an ownership interest in Cordoba of 62.7% as at September 30, 2024 (December 31, 2023 - 62.8%).
The accompanying unaudited 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, 2023. The information furnished herein reflects all normal recurring entries, that are in the opinion of management, necessary for a fair statement of the results for the interim periods reported. Operating results for the nine months ended September 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
The 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 "$" refer to United States dollars and "Cdn$" to Canadian dollars.
2. Significant accounting policies:
The Company discloses in its consolidated financial statements for the year ended December 31, 2023, those accounting policies that it considers significant in determining its results of operations and financial position. There have been no material changes to, or in the application of, the accounting policies previously identified and described in the Company's consolidated financial statements for the year ended December 31, 2023.
Recent accounting pronouncements not yet adopted:
In August 2023, the FASB issued ASU 2023-05 Business Combinations-Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. The update was issued to address the accounting for contributions made to a joint venture, upon formation, in a joint venture's separate financial statements. Upon formation, a joint venture will recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). This update is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025.
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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 November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The update was issued to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company is required to adopt ASU 2023-07 on January 1, 2025 and is currently evaluating the expected impact on the consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update was issued to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The Company is required to adopt ASU 2023-09 on January 1, 2025 and is currently evaluating the expected impact on the consolidated financial statements.
3. Use of estimates:
The preparation of 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, 2023.
4. Cash and cash equivalents:
Of the total cash and cash equivalents at September 30, 2024 and December 31, 2023, $13.0 million and $15.0 million, respectively, was not available for the general corporate purposes of the Company as it was held by non-wholly-owned subsidiaries.
5. Restricted cash and deferred exploration liability:
On May 7, 2024, the Company entered into an Exploration Alliance Agreement ("the Alliance") with BHP Mineral Resources Inc. ("BHP"), which sets out the framework for BHP and the Company to explore mutually agreed "Areas of Interest" in the United States to identify copper and other critical metal exploration opportunities within those Areas of Interest that may become 50/50 owned joint ventures following a discovery.
The Agreement is for a term of three years, which may be extended upon mutual agreement. BHP will provide the initial funding of $15 million and thereafter the Company and BHP would provide funding on a 50/50 basis. The Company will provide the Alliance access to one Typhoon™ system.
On August 19, 2024, BHP provided initial funding in the amount $6.0 million, which is solely for funding exploration activities of the Alliance. The funding has been recorded as restricted cash, with an offsetting credit recorded as a deferred exploration liability.
6. Investments subject to significant influence:
The Company's principal investment subject to significant influence is its investment in Ma'aden Ivanhoe Electric Exploration and Development Limited Company ("Ma'aden Joint Venture"). Others include its investments in Sama Resources Inc. ("Sama") and Go2Lithium Inc. ("Go2Lithium").
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
Equity Method Carried at fair value
Ma'aden Joint Venture SNC
(Note a) 		Go2Lithium Other Sama Total
Balance at December 31, 2023 $ 31,606 $ 896 $ 2,469 $ - $ 4,159 $ 39,130
Change in fair value - - - - 101 101
Investment - 440 - 689 - 1,129
Share of loss (6,980) (827) (861) (58) - (8,725)
Acquisition - (489) - - - (489)
Re-classification to held for sale asset - - - (641) - (641)
Foreign currency translation - (20) (55) 10 - (65)
Balance at September 30, 2024 $ 24,626 $ - $ 1,553 $ - $ 4,260 $ 30,439
(a) Acquisition of Sama Nickel Corporation:
On March 11, 2024, the Company completed its earn-in and acquired an additional 30% in Sama Nickel Corporation ("SNC")bringing its total ownership interest in SNC to 60%. SNC owns the Samapleu-Grata Nickel-Copper Project ("Samapleu Project") in the Ivory Coast. The Company determined that it acquired control of SNC and commenced consolidating the results of SNC from March 11, 2024 under the voting interest entity model. The acquisition was accounted for as an asset acquisition as SNC did not meet the definition of a business. The cost of the acquisition has been allocated to the assets and liabilities of SNC, including its exploration property in the Ivory Coast.
7. Exploration properties:
Santa
Cruz (Note a) 		Tintic San Matias Other Total
Balance at December 31, 2023 $ 166,492 $ 30,663 $ 15,315 $ 3,820 $ 216,290
Acquisition costs 10,300 40 - 529 10,869
De-recognition (Note b) - - - (1,300) (1,300)
Foreign currency translation - - - 4 4
Balance at September 30, 2024 $ 176,792 $ 30,703 $ 15,315 $ 3,053 $ 225,863
(a) Acquisition of mineral rights at Santa Cruz:
In August 2024, the Company completed the final $10.0 million payment to exercise its option to acquire 100% ownership of the mineral rights at the Santa Cruz project. Following this transaction, the Company now owns 100% of the mineral and surface rights for the Santa Cruz project.
(b) Exploration project terminations:
In August 2024, the Company elected to terminate two exploration projects. Previously capitalized acquisition costs in the amount of $1.3 million have been de-recognized and recorded as exploration expenses in the condensed interim consolidated statement of loss.
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
8. Note payable:
Note payable
Balance at December 31, 2023 $ 48,916
Interest expense 3,427
Balance at September 30, 2024 $ 52,343
Current portion 16,099
Non-current portion 36,244
Balance at September 30, 2024 $ 52,343
In May 2023, the Company issued a secured promissory note in the amount of $82.6 million as part of a land acquisition at its Santa Cruz project. The promissory note includes an annual interest rate of primeplus 1% and is to be paid in installments, as follows:
•$34.3 million, plus accrued interest, paid in November 2023;
•four equal principal payments of $12.1 million on the first, second, third and fourth anniversaries of the November 2023 payment, plus applicable accrued interest.
9. Convertible debt:
VRB
Convertible
Bond
Balance at December 31, 2023 $ 28,372
Interest expense 1,895
Balance at September 30, 2024 $ 30,267
On July 8, 2021, VRB 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 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. Assets and liabilities held for sale:
On September 23, 2024, VRB, a subsidiary of the Company, entered into a binding term sheet with Shanxi Red Sun Co., Ltd. ("Red Sun") that outlines the binding framework for the formation of a joint venture in VRB's existing operation in China, with Red Sun owning 51% and VRB owning 49% of the joint venture.
Red Sun will purchase shares of VRB Energy System (Beijing) Co., Ltd. ("VRB China"), a wholly-owned subsidiary of VRB, from VRB for $20.0 million and will complete a capital increase directly in VRB China in the amount of $35.0 million, which will be received over the course of the next 14 months. After closing, Red Sun will own 51% and VRB will own 49% of VRB China.
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
The Company has determined that the criteria in determining if the disposal group is an asset held for sale have been met as at September 30, 2024.
The assets and liabilities held for sale as at September 30, 2024 are as follows:
Assets
Cash and cash equivalents $ 212
Accounts receivable 1,640
Inventory 6,509
Prepaid expenses and deposits 688
Investments subject to significant influence 641
Property, plant and equipment 1,471
Total assets held for sale $ 11,161
Liabilities
Accounts payable and accrued liabilities $ 1,017
Lease liabilities 668
Contract liability 2,970
Total liabilities held for sale $ 4,655
Red Sun completed its 51% acquisition of VRB China on October 31, 2024.
11. Equity:
(a) Common stock transactions:
On February 6, 2024, Ivanhoe Electric acquired all of the issued and outstanding common shares of Kaizen Discovery Inc. ("Kaizen") not already beneficially owned by Ivanhoe Electric pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").
Immediately prior to the closing of the Arrangement, Ivanhoe Electric beneficially owned 82.5% of the issued and outstanding common shares of Kaizen on a non-diluted basis. Following the closing of the Arrangement, Ivanhoe Electric beneficially owns 100% of the issued and outstanding common shares of Kaizen on a fully diluted basis.
Ivanhoe Electric acquired the common shares in consideration for the issuance of one share of common stock of Ivanhoe Electric for every 127 Common Shares issued and outstanding immediately prior to the closing of the Arrangement. A total of 116,413 shares of Ivanhoe Electric were issued.
(b) Stock-based compensation:
Stock-based payment compensation was allocated to operations as follows:
Three months ended September 30, Nine months ended September 30,
2024 2023 2024 2023
General and administrative expenses $ 3,314 $ 4,711 $ 8,991 $ 13,669
Exploration expenses 714 934 2,451 2,529
Research and development expenses - 6 - 11
Cost of sales - - - 5
$ 4,028 $ 5,651 $ 11,442 $ 16,214
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
(i) Stock options:
During the nine months ended September 30, 2024, the Company granted stock options to certain directors, officers and employees of the Company. The options have a seven-year term and comprise three equal tranches vesting in one-third annual increments beginning one year from the grant date.
Information related to stock options granted during the nine months ended September 30, 2024 is presented below.
Grant date:
March 11, 2024 April 8, 2024
Exercise price $ 13.50 $ 13.50
Number of options granted 1,801,234 415,170
Weighted average assumptions used to value stock option awards:
Expected volatility 61.6 % 60.1 %
Expected life of options (in years) 4 4
Expected dividend rate 0 % 0 %
Risk-free interest rate 4.23 % 4.56 %
Weighted average grant-date fair value (per option) $ 3.46 $ 4.72
12. Revenue:
The Company recognized revenue from the following sources:
Three months ended September 30, Nine months ended September 30,
Revenue type 2024 2023 2024 2023
Software licensing $ - $ - $ - $ 400
Data processing services 671 229 1,569 550
Renewable energy storage systems (Note a) - 10 - 1,282
Total $ 671 $ 239 $ 1,569 $ 2,232
(a)At September 30, 2024, the Company did not have a contract liability relating to the sale of renewable energy storage systems as it was classified as a liability held for sale (December 31, 2023 - $2.4 million).
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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. Exploration expense:
Three months ended September 30, Nine months ended September 30,
Project 2024 2023 2024 2023
Santa Cruz, USA $ 15,141 $ 11,079 $ 63,456 $ 40,804
San Matias, Colombia (Cordoba) 4,063 7,292 10,817 22,059
Tintic, USA 2,343 6,030 9,544 9,105
Hog Heaven, USA 2,645 3,512 8,482 4,566
Unity, USA 1,396 107 3,046 128
White Hill, USA 1,294 618 1,625 1,368
Bitter Creek, USA 102 76 1,288 118
Carolina, USA 7 158 1,202 1,186
Lincoln, USA 340 1,641 478 2,118
Generative exploration and other 3,128 3,695 11,418 11,866
Total $ 30,459 $ 34,208 $ 111,356 $ 93,318
14. Related party transactions:
Related parties include entities with common direct or indirect shareholders and/or directors. Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.
The following table summarizes transactions between the Company and significant related parties.
Balance outstanding as at Transactions for the
three months ended
September 30, 		Transactions for the
nine months ended
September 30,
September 30,
2024 		December 31,
2023 		2024 2023 2024 2023
Total expenses and accounts payable
Global Mining (Note a) 239 224 1,083 2,274 3,464 11,487
Ivanhoe Capital Aviation (Note b) 83 - 250 250 750 750
I-Pulse (Note c) 1,527 1,395 482 1,131 1,308 3,446
JCHX Mining Management Co., Ltd (Note e) 1,000 - 990 - 990 -
Total 2,849 1,619 2,805 3,655 6,512 15,683
Revenue and accounts receivable
Ma'aden Joint Venture (Note d) 200 - 300 - 963 -
Advances
Global Mining (Note a) 1,020 1,169 - - - -
Ma'aden Joint Venture (Note d) 1,809 1,254 - - - -
Deposit
I-Pulse (Note c) 4,165 4,233 - - - -
Loan
JCHX Mining Management Co., Ltd (Note e) - 4,000 - - - -
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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 the
three months ended
September 30, 		Transactions for the nine
months ended
September 30,
2024 2023 2024 2023
Expense classification
Exploration expenses 1,353 1,441 2,142 7,773
General and administrative expenses 1,108 1,592 3,436 5,980
Research and development expenses 344 622 934 1,930
2,805 3,655 6,512 15,683
(a)Global Mining Management Corp. ("Global Mining") is a private company based in Vancouver, Canada, that provides administration, accounting, and other office services to the Company on a cost-recovery basis. The Company held 7.1% of Global Mining's outstanding common stock at September 30, 2024 (December 31, 2023 - 7.1%). The advance provided to Global Mining is included in other non-current assets.
(b)Ivanhoe Capital Aviation ("ICA") is an entity beneficially owned by the Company's Executive Chairman. ICA provides use of its aircraft to the Company.
(c)I-Pulse is a shareholder of the Company. On October 24, 2022, the Company entered into an agreement with I-Pulse, to purchase six Typhoon™ transmitters to be delivered in stages over approximately three years. The total purchase price for the six Typhoon™ transmitters is $12.4 million, which includes research and development costs of $2.8 million. The agreement also includes maintenance costs of $1.7 million. The Company is recognizing the research and development costs and annual maintenance costs on a straight line basis in the consolidated statement of loss over the applicable term. In October 2022, the Company made deposit payments totaling $7.1 million, representing 50% of each component of the agreement and recorded in other non-current assets. In December 2023, the Company received the first Typhoon™ transmitter that was deliverable under the agreement. The remaining payments will be made as each Typhoon™ transmitter system is delivered.
(d)The Company's majority owned subsidiary, CGI, provides geophysical data processing services to the Ma'aden joint venture and recognized revenue totaling $1.0 million.
At September 30, 2024 the Company has $1.8 million in accounts receivable owed by the Ma'aden joint venture for costs that the Company incurred on behalf of the Ma'aden Joint Venture related to exploration work in Saudi Arabia.
(e)JCHX Mining Management Co., Ltd ("JCHX") held 19.8% of Cordoba's issued and outstanding common stock as at September 30, 2024 (December 31, 2023 - 19.8%).
In November 2023, $4.0 million was advanced to Cordoba by JCHX. In January 2024, Cordoba announced receipt of the second installment of $40.0 million relating to the strategic arrangement entered into with JCHX in May 2023. The $4.0 million loan was settled in full by applying it towards the second installment received as a payment in kind.
During the quarter ended September 30, 2024 JCHX provided engineering services to Cordoba totaling $1.0 million.
15. 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 combined balance sheets:
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
September 30, 2024 December 31, 2023
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Financial assets:
Investments subject to significant influence 4,260 - - 4,159 - -
Other investments 1,289 750 - 2,239 750 -
Total financial assets $ 5,549 $ 750 $ - $ 6,398 $ 750 $ -
Financial liabilities:
Total financial liabilities $ - $ - $ - $ - $ - $ -
There were no movements in level three instruments for the three months ended September 30, 2024.
16. 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 three reportable segments. The Company's reportable segments are critical metals, data processing and energy storage.
Critical metals is focused on mineral project exploration and development with a focus on identifying and developing mineral projects, and ultimately mines, associated with the metals necessary for electrification.
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 and includes the assets and liabilities held for sale (Note 10).
Segment information for the periods presented is as follows:
Three months ended September 30, 2024 Nine months ended September 30, 2024
Critical
Metals 		Data
Processing 		Energy
Storage 		Total Critical
Metals 		Data
Processing 		Energy
Storage 		Total
Revenue $ - $ 671 $ - $ 671 $ - $ 1,569 $ - $ 1,569
Intersegment revenues - 29 - 29 - 177 - 177
Loss (income) from operations 40,188 (203) 1,844 41,829 141,995 (327) 5,588 147,256
Segment assets 359,118 4,633 11,677 375,428 359,118 4,633 11,677 375,428
Three months ended September 30, 2023 Nine months ended September 30, 2023
Critical
Metals 		Data
Processing 		Energy
Storage 		Total Critical
Metals 		Data
Processing 		Energy
Storage 		Total
Revenue $ - $ 229 $ 10 $ 239 $ - $ 950 $ 1,282 $ 2,232
Intersegment revenues - 37 - 37 - 100 - 100
Loss from operations 44,764 1,151 2,056 47,971 125,572 1,296 6,078 132,946
Segment assets 509,887 3,810 19,209 532,906 509,887 3,810 19,209 532,906
17. Commitments and contingencies:
In June 2022, the Company entered into a contractual arrangement to purchase six Typhoon™ transmitters from I-Pulse (Note 14). As at September 30, 2024, one Typhoon™ transmitter had been delivered.
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
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IVANHOE ELECTRIC INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited - Tabular amounts expressed in thousands of U.S. dollars, unless otherwise indicated)
individually or taken together, have a material adverse effect on the Company's business, financial condition or results of operations.
16
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, 2023 included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the "SEC") on February 26, 2024 (the "2023 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 our initial public offering or other offerings of our securities. 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, 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: our mineral projects are all at the exploration stage and are subject to the significant risks and uncertainties associated with mineral exploration; the initial assessment for our Santa Cruz Project is only an early stage study of its potential economic viability and future studies and actual economic outcomes may vary greatly from those set forth in the initial assessment; we have no mineral reserves, other than at the Alacran project; we have a limited operating history on which to base an evaluation of our business and prospects; we depend on our material projects 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 or projected; 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 claims and legal proceedings against one of our 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; 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; and our activities may be hindered, delayed or have to cease as a result of climate change effects, including increased and excessive heating, the potential for forest fires at many of our properties and our ability to establish a United States-based vanadium redox battery business.
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 industry. 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.
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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 2023 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 2023 Form 10-K. These risks and uncertainties, as well as other risks of which we are not aware or which we currently do not believe to be material, may cause our actual future results to be materially different than those expressed in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We do not undertake any obligation to make any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by law.
Business Overview
We are a United States domiciled company that combines advanced mineral exploration technologies with electric metals exploration projects predominantly located in 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 as we seek to discover new deposits of critical metals that may otherwise be undetectable by traditional exploration technologies. We believe the United States is significantly underexplored and has the potential to yield major new discoveries of critical metals. Our mineral exploration efforts focus on copper as well as other metals including nickel, vanadium, cobalt, platinum group elements, gold and silver. Through the advancement of our portfolio of electric metals exploration projects, headlined by the Santa Cruz Project in Arizona and the Tintic Project in Utah, as well as other exploration projects in the United States, we intend to support the United States' supply chain independence by finding and delivering critical metals necessary for the electrification of the economy. We also operate a 50/50 joint venture with Saudi Arabian Mining Company Ma'aden ("Ma'aden") to explore for minerals on ~48,500 km2 of underexplored Arabian Shield in Saudi Arabia.
Finally, in addition to our mineral projects, we also own a 90.0% controlling interest in VRB Energy Inc. ("VRB") which is primarily engaged in the design, manufacture, installation, and operation of vanadium redox flow energy storage systems. On September 23, 2024, VRB entered into binding term sheet with a subsidiary of privately held Shanxi Red Sun Co., Ltd., ("Red Sun") to create a 51/49 joint venture through VRB's operating subsidiary in China. On October 15, 2024, VRB signed the definitive agreements, and the joint venture in China was formed on October 31, 2024 with formal completion to take place in early November 2024. The joint venture, which will receive a $35 million capital increase from Red Sun over the course of the next 14 months, was formed to expand manufacturing and sales of vanadium redox flow battery systems in Asia, Africa and the Middle East. In addition to the formation of the joint venture, Ivanhoe Electric and VRB, using $20 million of the transaction proceeds, are establishing a separate United States-based vanadium redox battery manufacturing business to be located in Arizona. This new United States based manufacturing business is 100% owned by VRB and will have intellectual property rights protections for the technology in the United States, Europe, the Americas and Australia.
At our Santa Cruz Project in Arizona, we are evaluating the potential for a high-grade modern underground copper mining operation. In September 2023, we completed the Initial Assessment & Technical Report Summary for the Santa Cruz Project (the "IA"), which outlines a potential 5.9 million tonnes per year underground mining operation, supported by 105.2 million tonnes of modeled mill feed with an average grade of 1.58% copper from the Santa Cruz and East Ridge Deposits, resulting in an estimated 20-year mine life. We are advancing further studies for an underground copper mining operation with a focus on minimizing the surface footprint of the mine while at the same time incorporating leading technologies to improve efficiencies and costs. We are designing a technologically advanced mine that we expect to result in low carbon dioxide emissions per pound of copper produced and be a leading example of responsibly produced domestic copper. Key considerations that will influence our decision making include, but are not limited to, using clean and renewable energy in our future mining operations, optimizing and minimizing our water utilization, minimizing our environmental footprint, ensuring workforce diversity and hiring from local communities, health, safety and environmental performance, support of local cultural heritage and biodiversity protection.
In May 2024, we entered into an Exploration Alliance Agreement with BHP Mineral Resources Inc. ("BHP"), which sets out the framework for BHP and the Company to explore mutually agreed "Areas of Interest" in the United States to identify copper and other critical metal exploration opportunities within those Areas of Interest that may become 50/50 owned joint ventures following a discovery. The Agreement is for a term of three years, which may be extended upon mutual agreement. BHP will provide the initial funding of $15 million and thereafter the Company and BHP would provide funding on a 50/50 basis. The Company will provide access to one Typhoon™ system for use pursuant to the Exploration Alliance Agreement.
References to our mineral projects refers to our interests in such projects which may be a direct ownership interest in mineral titles (including through subsidiary entities), a right to acquire mineral titles through an earn-in or option
18
agreement, or, in the case of our investments in publicly listed companies in Canada, through our ownership of the equity of those companies that have an interest in such mineral projects.
Our shares of common stock are listed on the NYSE American and the TSX under the ticker symbol "IE".
Segments
We account for our business in three business segments - (i) critical metals, (ii) data processing and software licensing services and (iii) energy storage systems.
Significant Components of Results of Operations
Revenue, Cost of Sales and Gross Profit
We have not generated any revenue from our mining projects because they are in the exploration stage. We do not expect to generate any revenue from our mining projects for the foreseeable future.
We generate revenue from our technology businesses CGI and VRB, which are included in the data processing and energy storage systems business segments, respectively.
CGI generates revenue from the sale of data processing services to the mining and oil and gas industries. In prior years, CGI has also generated revenue from software licensing.
VRB generates revenue from developing, manufacturing and selling vanadium redox flow energy storage systems.
Exploration Expenses
Exploration expenses include topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities in relation to identifying a mineral resource and then evaluating the technical feasibility and commercial viability of extracting the mineral resource, as well as value-added taxes in relation to these direct exploration and evaluation costs incurred in foreign jurisdictions where recoverability of those taxes is uncertain. Exploration expenses 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 which may have been acquired as of the date of termination.
Included in exploration expenses are exploration costs that we incur in relation to generating new projects. These activities may or may not proceed to earn-in agreements depending on our evaluation. These are categorized as "Project generation and other".
General and Administrative Expenses
Our general and administrative expenses consist of salaries and benefits, stock-based compensation, professional and consultant fees, insurance and other general administration costs.
Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023
For the three months ended September 30, 2024 we recorded a net loss attributable to common stockholders of $43.2 million ($0.36 per share), compared to $77.9 million ($0.74 per share) for the three months ended September 30, 2023, which was a decrease of $34.6 million. Significant contributors to this decrease for the three months ended September 30, 2024 included a decrease of $3.7 million in exploration expenditures, a decrease of $30.0 million in the share of loss of equity method investees and a decrease of $0.6 million in general and administrative expenses compared to the three months ended September 30, 2023.
Exploration expenses were $30.5 million for the three months ended September 30, 2024, a decrease of $3.7 million from $34.2 million for the three months ended September 30, 2023. Exploration expenses consisted of the following:
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Three months ended
September 30,
(In thousands) 2024 2023
Exploration Expenses:
Santa Cruz, USA $ 15,141 $ 11,079
San Matias, Colombia (Cordoba) 4,063 7,292
Tintic, USA 2,343 6,030
Hog Heaven, USA 2,645 3,512
Unity, USA 1,396 107
White Hill, USA 1,294 618
Bitter Creek, USA 102 76
Carolina, USA 7 158
Lincoln, USA 340 1,641
Generative exploration and other 3,128 3,695
Total $ 30,459 $ 34,208
During the three months ended September 30, 2024, exploration expenditures largely focused on activities at:
•the Santa Cruz Project where $15.1 million of exploration expenditure was incurred in the three months ended September 30, 2024 compared to $11.1 million incurred in the three months ended September 30, 2023. Activities during the three months ended September 30, 2024 at Santa Cruz were focused on geotechnical and hydrological drilling/laboratory testing along with advancing permitting and technical studies required to support a prefeasibility study;
•the Tintic Project where $2.3 million of exploration expenditure was incurred in the three months ended September 30, 2024 compared to $6.0 million incurred in the three months ended September 30, 2023. Activities during the three months ended September 30, 2024 were focused on diamond drilling in the Mammoth area;
•the Alacran Project where $4.1 million of exploration expenditure was incurred by Cordoba Minerals for the three months ended September 30, 2024 focused on the detailed engineering design of the Alacran mine; and
•the Hog Heaven Project where $2.6 million of exploration expenditure was incurred in the three months ended September 30, 2024 compared to $3.5 million incurred in the three months ended September 30, 2023. Activities during the three months ended September 30, 2024 were focused on diamond drilling in the Battle Butte area.
General and administrative expenses were $10.9 million for the three months ended September 30, 2024, a decrease of $0.6 million from $11.4 million for the three months ended September 30, 2023. The decrease was largely a result of a $1.4 million decrease in non-cash stock-based compensation expense from $4.7 million for the three months ended September 30, 2023 to $3.3 million for the three months ended September 30, 2024.
Share of loss of equity method investees was $4.3 million for the three months ended September 30, 2024, a decrease of $30.0 million from $34.2 million for the three months ended September 30, 2023. The decrease in loss was largely due to the three months ended September 30, 2023 including our recognition of a $33.0 million share of loss from the Ma'aden joint venture upon its formation due to the expensing of the land access rights in accordance with our accounting policy for exploration and evaluation costs.
Revenue for the three months ended September 30, 2024 was $0.7 million, an increase of $0.4 million from $0.2 million for three months ended September 30, 2023. CGI's software licensing and data processing services to the mining and oil and gas industries represented 100.0% of our revenue for the three months ended September 30, 2024 and 95.8% of our revenue for three months ended September 30, 2023 ($0.2 million). VRB generated none of our revenue during the three months ended September 30, 2024 and 4.2% of our revenue for the three months ended September 30, 2023 ($0.01 million).
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Three Months Ended
September 30, 2024 		Three Months Ended
September 30, 2023 		Percentage Change
(In thousands)
CGI: Software licensing and data processing services:
Revenue $ 670 $ 229 193 %
Cost of sales (256) (114) 124 %
Gross profit 414 115 262 %
VRB: Energy storage systems:
Revenue $ - $ 10 (100) %
Cost of sales - (161) (100) %
Gross profit - (151) (100) %
Total
Revenue $ 670 $ 239 180 %
Cost of sales (256) (275) (7) %
Gross profit 414 (36) (1244) %
CGI's revenue for the three months ended September 30, 2024 was $0.7 million, an increase of $0.4 million from $0.2 million for the three months ended September 30, 2023. The increase in CGI's revenue was a result of more data processing services being contracted for by customers than the prior period in 2023.
CGI's gross profit for the three months ended September 30, 2024 was $0.4 million, an increase of $0.3 million from $0.1 million for the three months ended September 30, 2023. The increase in CGI's gross profit was consistent with the increase in revenue.
Due to the nature of VRB's contracts, revenue is typically recognized when an energy storage system is installed and commissioned. VRB did not complete any installations or commissionings during three months ended September 30, 2024 and therefore recorded no revenue during this period. During the three months ended September 30, 2023, VRB recognized $0.01 million in revenue in relation to a small maintenance service project.
Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023
For the nine months ended September 30, 2024 we recorded a net loss attributable to common stockholders of $145.5 million ($1.21 per share), compared to $152.2 million ($1.57 per share) for the nine months ended September 30, 2023, which was a decrease of $6.7 million. Significant contributors to this decrease in net loss for the nine months ended September 30, 2024 included an increase of $18.0 million in exploration expenditures and a decrease of $26.7 million in the share of loss of equity method compared to the nine months ended September 30, 2023.
Exploration expenses were $111.4 million for the nine months ended September 30, 2024, an increase of $18.0 million from $93.3 million for the nine months ended September 30, 2023. Exploration expenses consisted of the following:
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Nine months ended September 30,
(In thousands) 2024 2023
Exploration Expenses:
Santa Cruz, USA $ 63,456 $ 40,804
San Matias, Colombia (Cordoba) 10,817 22,059
Tintic, USA 9,544 9,105
Hog Heaven, USA 8,482 4,566
Unity, USA 3,046 128
White Hill, USA 1,625 1,368
Bitter Creek, USA 1,288 118
Carolina, USA 1,202 1,186
Lincoln, USA 478 2,118
Generative exploration and other 11,418 11,866
Total $ 111,356 $ 93,318
During the nine months ended September 30, 2024, exploration expenditures largely focused on activities at:
•the Santa Cruz Project where $63.5 million of exploration expenditure was incurred in the nine months ended September 30, 2024 compared to $40.8 million incurred in the nine months ended September 30, 2023. Activities during the nine months ended September 30, 2024 at Santa Cruz were focused on a program of infill resource drilling, geotechnical, hydrological, and metallurgical drilling/laboratory testing along with advancing permitting and technical studies required to support a prefeasibility study;
•the Tintic Project where $9.5 million of exploration expenditure was incurred in the nine months ended September 30, 2024 compared to $9.1 million incurred in the nine months ended September 30, 2023. Activities during the nine months ended September 30, 2024 were focused on diamond drilling in the Mammoth area;
•the Alacran Project where $10.8 million of exploration expenditure was incurred by Cordoba Minerals for the nine months ended September 30, 2024 compared to $22.1 million incurred in the nine months ended September 30, 2023. Activities during the nine months ended September 30, 2024 were focused on preparing for and commencing detailed engineering design of the Alacran mine; and
•the Hog Heaven Project where $8.5 million of exploration expenditure was incurred in the nine months ended September 30, 2024 compared to $4.6 million incurred in the nine months ended September 30, 2023. Activities during the nine months ended September 30, 2024 were focused on diamond drilling in the Flathead Mine, West Flathead and Battle Butte areas.
General and administrative expenses were $34.2 million for the nine months ended September 30, 2024, which was consistent with the $34.7 million incurred for the nine months ended September 30, 2023.
Share of loss of equity method investees was $8.7 million for the nine months ended September 30, 2024, a decrease of $26.7 million from $35.4 million for the nine months ended September 30, 2023. The decrease in loss was due to the nine months ended September 30, 2023 including our recognition of a $33.0 million share of loss from the Ma'aden joint venture upon its formation due to the expensing of the land access rights in accordance with our accounting policy for exploration and evaluation costs.
Revenue for the nine months ended September 30, 2024 was $1.6 million, a decrease of $0.7 million from $2.2 million for nine months ended September 30, 2023. CGI's software licensing and data processing services to the mining and oil and gas industries represented 100.0% of our revenue for the nine months ended September 30, 2024 ($1.6 million) and 42.6% for the nine months ended September 30, 2023 ($1.0 million). VRB generated no revenue during the nine months ended September 30, 2024 and 57.4% of the revenue for the nine months ended September 30, 2023 ($1.3 million).
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Nine months ended
September 30, 2024 		Nine months ended
September 30, 2023 		Percentage Change
(In thousands)
CGI: Software licensing and data processing services:
Revenue $ 1,569 $ 950 65 %
Cost of sales (548) (319) 72 %
Gross profit 1,021 631 62 %
VRB: Energy storage systems:
Revenue $ - $ 1,282 (100) %
Cost of sales - (1,396) (100) %
Gross profit - (114) 100 %
Total
Revenue $ 1,569 $ 2,232 (30) %
Cost of sales (548) (1,715) (68) %
Gross profit 1,021 517 97 %
CGI's revenue for the nine months ended September 30, 2024 was $1.6 million, an increase of $0.6 million from $1.0 million for the nine months ended September 30, 2023. The increase in CGI's revenue was a result of more data processing services being contracted for by customers than the prior period in 2023. CGI's gross profit for the nine months ended September 30, 2024 was $1.0 million, an increase of $0.4 million from $0.6 million for the nine months ended September 30, 2023. The increase in CGI's gross profit was consistent with the increase in revenue.
Due to the nature of VRB's contracts, revenue is typically recognized when an energy storage system is installed and commissioned. VRB did not complete any installations or commissionings during the nine months ended September 30, 2024 and therefore recorded no revenue during this period. During the nine months ended September 30, 2023, $1.3 million of our revenue came from VRB as it delivered, installed and commissioned a 1MW/2MWh energy storage system to a customer in China.
Stock-Based Compensation
During the nine months ended September 30, 2024, we granted the following stock options to certain directors, officers and employees of the Company:
•1.8 million stock options issued on March 11, 2024 at an exercise price of $13.50. The fair value of the option grant was determined using the Black-Scholes option-pricing model as $3.46 per share; and
•0.4 million stock options issued on April 8, 2024 at an exercise price of $13.50. The fair value of the option grant was determined using the Black-Scholes option-pricing model as $4.72 per share.
Liquidity, Capital Resources and Capital Requirements
Cash Resources
We have recurring net losses and negative operating cash flows and we expect that we will continue to operate at a loss for the foreseeable future.
We generate revenue from our technology businesses. We have not generated any revenue from our mining projects and do not expect to generate any revenue from our mining projects for the foreseeable future.
We have funded our operations primarily through the sale of our equity and convertible securities.
At September 30, 2024 and December 31, 2023, we had cash and cash equivalents of $81.1 million and $205.0 million, respectively, and a working capital of $62.8 million and $176.8 million, respectively. Of the total cash and cash equivalents at September 30, 2024 and December 31, 2023, $13.0 million and $15.0 million, respectively, was not available for the general corporate purposes of the Company as these amounts were held by non-wholly-owned subsidiaries.
As at November 8, 2024, we believe that we will have sufficient cash resources to carry out our business plans for at least the next 12 months, after which we expect to need additional financing to further advance our projects and conduct
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our business. We have based these estimates on our current assumptions which may require future adjustments based on our ongoing business decisions as well as, in particular, exploration success at our mineral projects. Accordingly, we may require additional cash resources earlier than we currently expect or we may need to curtail currently planned activities.
Our significant operational expenses include the payments that we anticipate making under the various earn-in and option agreements to which we are a party. These agreements are structured to provide us with flexibility whereby our ability to continue to explore on a mineral project is contingent on funding agreed specified levels over specified time intervals.
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.
Cash Balances as of September 30, 2024
The table below discloses the amounts of cash disaggregated by currency denomination as of September 30, 2024 in each jurisdiction that our affiliated entities are domiciled.
Currency by Denomination (in USD Equivalents)
US dollars
Canadian
dollars
Colombian Pesos Other Total
(In thousands)
Jurisdiction of Entity:
USA $ 65,623 $ 844 $ - $ - $ 66,467
Colombia - - 10,183 - 10,183
Canada 2,127 1,157 - - 3,284
Other 843 203 - 93 1,139
Total $ 68,593 $ 2,204 $ 2,204 $ 10,183 $ 93 $ 81,073
Our subsidiary VRB, domiciled in the Cayman Islands, is subject to certain foreign exchange restrictions with respect to its People's Republic of China ("PRC") subsidiaries. There are foreign exchange policies in the PRC that limit the amount of capital that can be directly transmitted offshore from VRB's PRC subsidiaries to VRB. Since their incorporation, these PRC subsidiaries have had accumulated losses and have not declared or paid any dividends or made any distribution of earnings. As at September 30, 2024, $0.2 million of Chinese Renminbi held by these PRC subsidiaries is classified as Assets Held for Sale. There were no cash transfers to or from our PRC subsidiaries in the form of intercompany loans during the nine months ended September 30, 2024.
Refer to Note 17 of our consolidated financial statements in our 2023 Form 10-K which outlines other restrictions on transfers of net assets from our consolidated subsidiaries to the Company.
Note Payable
In May 2023, as part of the consideration for the acquisition of the surface title and associated water rights at the Santa Cruz Project we issued to the vendor a secured promissory note in the principal amount of $82.6 million. The promissory note included an annual interest rate of prime plus 1% and is to be paid in installments. In November 2023, Ivanhoe Electric repaid $34.3 million, plus accrued interest of the promissory note. Four equal principal payments of $12.1 million remain to be paid on the first, second, third and fourth anniversaries of the November 2023 payment, plus applicable accrued interest.
Convertible Bond - VRB
In 2021, VRB 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 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, VRB must repay the outstanding principal and interest on maturity.
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Cash Flows
The following table presents our sources and uses of cash for the periods indicated:
Nine months ended September 30,
2024 2023
Net cash (used in) provided by:
Operating activities (131,391) (106,972)
Investing activities (12,775) (114,647)
Financing activities 27,209 330,964
Effect of foreign exchange on cash (1,015) 40
Total change in cash (117,972) 109,385
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 for the nine months ended September 30, 2024 of $131.4 million primarily was the result of $108.4 million of cash exploration expenditures and $24.4 million of cash general and administrative costs. The net cash used in operating activities for the nine months ended September 30, 2023 of $107.0 million primarily was the result of $90.6 million of cash exploration expenditures and $20.6 million of cash general and administrative costs.
Investing activities
Our investing activities generally relate to acquisitions of mineral property interests, purchases of public company shares in companies that we may partner with and capital expenditures at our projects. To date, due to our mining projects being in the exploration stage we have not incurred material capital expenditures.
Net cash used in investing activities for the nine months ended September 30, 2024 of $12.8 million was mainly attributable to $10.6 million related to payments for mineral interests, $1.2 million for the purchases of property, plant and equipment and $1.1 million for the purchase of investments that are subject to significant influence. In addition, we acquired cash of $0.2 million when we commenced consolidating SNC in March 2024.
Financing activities
During the nine months ended September 30, 2024, there were no significant financing activities as we continued to fund our operations with the proceeds from our September 2023 public offering. Our subsidiary, Cordoba raised $26 million during nine months ended September 30, 2024 in relation to financing its Alacran project through its strategic arrangement with JCHX.
Contractual Obligations
As of September 30, 2024, there have been no material changes, outside the ordinary course of business, in our contractual obligations since December 31, 2023. Refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 26, 2024, for information regarding our contractual obligations.
Off Balance Sheet Arrangements
As of September 30, 2024, we were not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our financial condition, results of operations, or liquidity.
Related Party Transactions
See Note 14 of our consolidated financial statements for the three and nine months September 30, 2024.
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
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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 3 to our consolidated financial statements included in our 2023 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, particularly in Colombia. 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 options granted to employees, directors and certain service providers is determined based on estimated fair values of the options at the time of grant using the Black-Scholes option pricing model, which takes into account, as of the grant date, the fair market value of the shares, expected volatility, expected life, expected dividend yield and the risk-free interest rate over the expected life of the option. The use of the Black-Scholes option pricing model requires input estimation of the expected life of the option and volatility, which can have a significant impact on the valuation model and resulting expense recorded.
In March 2024 and April 2024, we granted 1.8 million stock options and 0.4 million stock options, respectively, to certain directors, officers and employees of the Company at an exercise price of $13.50 per share. The fair value of the option grants was determined using the Black-Scholes option-pricing model as $3.46 and $4.72, respectively. The following assumptions were used to compute the fair value of the options granted:
March 11, 2024 Grant Date April 8, 2024 Grant Date
Risk-free interest rate 4.2% 4.6%
Dividend yield nil nil
Estimated volatility 61.6% 60.1%
Expected option life 4 years 4 years
The risk-free interest rate assumption was based on the U.S. treasury constant maturity yield at the date of the grant over the expected life of the option. No dividends are expected to be paid. We calculated the estimated volatility based on the historical volatility of a group of peer companies' common stock and a group of relevant stock market indices over the expected option life as we only commenced publicly trading in June 2022. The computation of expected option life was determined based on a reasonable expectation of the option life prior to the option being exercised or forfeited.
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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, Colombia, Peru, Australia, the Ivory Coast and the PRC.
We report income tax in accordance with U.S. GAAP, which requires the establishment of deferred tax accounts for all temporary differences between the financial reporting and tax bases of assets and liabilities, using currently enacted tax rates. In addition, deferred tax accounts must be adjusted to reflect new rates if enacted into law.
Realization of deferred tax assets is contingent on the generation of future taxable income. As a result, we consider whether it is more likely than not that all or a portion of such assets will be realized during periods when they are available, and if not, we provide a valuation allowance for amounts not likely to be recognized. In determining our valuation allowance, we have not assumed future taxable income from sources other than the reversal of existing temporary differences. The extent to which a valuation allowance is warranted may vary as a result of changes in our estimates of future taxable income. In addition to the potential generation of future taxable income through the establishment of economic feasibility, development and operation of mines on our exploration assets, estimates of future taxable income could change in the event of disposal of assets, the identification of tax-planning strategies or changes in tax laws that would allow the benefits of future deductible temporary differences in certain entities or jurisdictions to be offset against future taxable temporary differences in other entities or jurisdictions.
We recognize the effect of uncertain income tax positions if those positions are more likely than not of being sustained. The amount recognized is subject to estimates and our judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately incurred for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. We had no uncertain tax positions as of September 30, 2024.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable.
Item 4. Controls and Procedures.
Management's Evaluation of our Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
As of September 30, 2024, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our principal executive officer and principal financial officer have concluded based upon the evaluation described above that, as of September 30, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
During the quarter ended September 30, 2024, 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.
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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.
Our subsidiary Cordoba is currently involved in two legal proceedings. The first is a criminal lawsuit filed by Cordoba in late 2018 and in January 2019 with the Colombian prosecutors against nine members of former Colombian management alleging breach of fiduciary obligations, abuse of trust, theft and fraud. This proceeding is ongoing. In the second proceeding, Cordoba (along with the National Mining Agency, Ministry of Mines and Energy, the local environmental authority, the Municipality of Puerto Libertador and the State of Cordoba) were served with a class action claim by the Alacran Community. This class action seeks (i) an injunction against Cordoba´s operations in the Alacrán area and (ii) an injunction against the prior declaration by the authorities that the Alacran Community´s mining activities were illegal. The claim was initially filed with the Administrative Court of Medellín, which remanded the case to the Administrative Court of Montería, which contested it and submitted the case to the Council of State. The Council of State determined the Administrative Court of Montería as the competent tribunal, where the process is currently being conducted. The Administrative Court of Montería admitted the commencement of the class action on September 2021. The decision was challenged by Cordoba and other defendants and confirmed by the Court. Cordoba timely filed its: (i) response to the lawsuit and statement of defense; and (ii) opposition to the injunction requested by plaintiffs. The Court now should: (i) issue a decision on the injunction; and (ii) schedule date and time for the initial hearing. While the court matters proceed, Cordoba will incur additional costs that will negatively impact its financial position. As well, the litigation process is uncertain and it is possible that the second proceeding is resolved against Cordoba, which could have a material adverse effect on its business, results of operations, financial condition and prospects.
Item 1A. Risk Factors.
There have been no material changes to our risk factors previously disclosed in Part I, Item 1A. "Risk Factors" of our 2023 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities for the Three Months Ended September 30, 2024
There were no unregistered sales of equity securities during the three months ended September 30, 2024.
Item 5. Other Information
During the quarterly period ended September 30, 2024, 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.
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Item 6. Exhibits.
Exhibit
Number
Description
10.1
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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 8, 2024
By: /s/ Taylor Melvin
Taylor Melvin
Chief Executive Officer
(Principal Executive Officer)
Date: November 8, 2024
By: /s/ Jordan Neeser
Jordan Neeser
Chief Financial Officer
(Principal Financial Officer)
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