Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2022 | |
Document and Entity Information [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | IVANHOE ELECTRIC INC. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001879016 |
Amendment Flag | false |
CONSOLIDATED AND COMBINED CARVE
CONSOLIDATED AND COMBINED CARVE-OUT BALANCE SHEETS € in Thousands, $ in Thousands | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) |
Current assets: | ||
Cash and cash equivalents | $ 49,850 | $ 9,341 |
Accounts receivable | 1,385 | 2,841 |
Inventory | 5,878 | 3,538 |
Prepaid expenses and deposits | 1,152 | 1,106 |
Total current assets | 58,265 | 16,826 |
Non-current assets: | ||
Investments subject to significant influence | 7,701 | 7,727 |
Other investments | 1,802 | 1,196 |
Exploration mineral interests | 73,039 | 32,015 |
Property, plant and equipment | 2,523 | 2,385 |
Intangible assets | 4,340 | 7,451 |
Other non-current assets | 5,861 | 4,121 |
Total assets | 153,531 | 71,721 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 10,195 | 6,458 |
Deferred consideration payable | 26,562 | |
Loan from parent | 5,756 | |
Lease liabilities, current | 342 | 585 |
Contract liability | 3,484 | 2,425 |
Total current liabilities | 40,583 | 15,224 |
Non-current liabilities: | ||
Deferred income taxes | 5,382 | 6,309 |
Convertible debt | 78,832 | 0 |
Lease liabilities, net of current portion | 55 | 143 |
Other non-current liabilities | 865 | 1,353 |
Total liabilities | 125,717 | 23,029 |
Commitments and contingencies | ||
Equity: | ||
Net parent investment | 43,520 | |
Common stock, par value $0.0001; 750,000,000 shares authorized; 63.9 million shares issued and outstanding as of December 31, 2021 | 6 | |
Additional paid-in capital | 75,743 | |
Accumulated deficit | (52,314) | |
Accumulated other comprehensive income | (1,502) | (1,538) |
Equity attributable to common stockholders | 21,933 | 41,982 |
Non-controlling interests | 5,881 | 6,710 |
Total equity | 27,814 | 48,692 |
Total liabilities and equity | $ 153,531 | $ 71,721 |
CONSOLIDATED AND COMBINED CAR_2
CONSOLIDATED AND COMBINED CARVE-OUT BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 | 700,000,000 |
Common stock, shares issued | 92,900,000 | 63,900,000 | 63,900,000 |
Common stock, shares outstanding | 92,900,000 | 63,900,000 | 63,900,000 |
CONSOLIDATED AND COMBINED CAR_3
CONSOLIDATED AND COMBINED CARVE-OUT STATEMENTS OF LOSS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED INTERIM CONSOLIDATED AND COMBINED CARVE-OUT STATEMENTS OF LOSS AND COMPREHENSIVE LOSS | |||||||||||
Revenue | $ 1,181 | $ 1,045 | $ 8,172 | $ 4,099 | $ 4,652 | $ 4,633 | $ 3,752 | ||||
Cost of sales | (875) | (531) | (1,042) | (1,172) | (1,520) | (1,785) | (1,806) | ||||
Gross profit | 306 | 514 | 7,130 | 2,927 | 3,132 | 2,848 | 1,946 | ||||
Operating expenses: | |||||||||||
Exploration expenses | 33,971 | 9,954 | 75,157 | 24,563 | 39,505 | 14,094 | 12,906 | ||||
General and administrative expenses | 6,853 | 7,888 | 16,738 | 14,108 | 20,402 | 11,651 | 10,768 | ||||
Research and development expenses | 1,140 | 1,007 | 3,728 | 2,719 | 3,825 | 3,629 | 4,171 | ||||
Selling and marketing expenses | 51 | 28 | 108 | 73 | 149 | 75 | 281 | ||||
Loss from operations | 41,709 | 18,363 | 88,601 | 38,536 | 60,749 | 26,601 | 26,180 | ||||
Other expenses (income): | |||||||||||
Interest expense, net | 164 | 468 | 1,199 | 583 | 1,534 | 175 | 114 | ||||
Foreign exchange loss (gain) | 972 | 199 | 1,403 | (155) | (254) | (502) | 265 | ||||
Share of loss of equity method investees | 1,527 | 3,077 | 0 | 213 | 71 | 90 | |||||
Loss on revaluation of investments | (171) | (17) | 1,272 | 241 | 634 | 2,909 | 2,452 | ||||
Loss on revaluation of convertible debt | 4,571 | ||||||||||
Other expenses, net | (181) | 983 | 1,401 | 561 | 580 | 217 | 360 | ||||
Loss before income taxes | 44,020 | 20,196 | 115,918 | 39,966 | 68,027 | 29,471 | 29,461 | ||||
Income taxes | (167) | (48) | 1,084 | (232) | 484 | 381 | (717) | ||||
Net loss | 43,853 | $ 55,475 | $ 17,674 | 20,148 | $ 13,022 | $ 6,564 | 117,002 | 39,734 | 68,511 | 29,852 | 28,744 |
Less loss attributable to non-controlling interests | (3,465) | (2,503) | (6,796) | (6,700) | (9,191) | (4,618) | (4,110) | ||||
Net loss attributable to common stockholders or parent | 40,388 | 17,645 | 110,206 | 33,034 | 59,320 | 25,234 | 24,634 | ||||
Net loss | 43,853 | 55,475 | 17,674 | 20,148 | 13,022 | 6,564 | 117,002 | 39,734 | 68,511 | 29,852 | 28,744 |
Other comprehensive loss (income), net of tax: | |||||||||||
Foreign currency translation adjustments | (990) | (204) | (949) | (6) | (89) | 361 | (230) | ||||
Other comprehensive income | (990) | $ 147 | $ (106) | (204) | $ 206 | $ (8) | (949) | (6) | (89) | 361 | (230) |
Comprehensive loss | 42,863 | 19,944 | 116,053 | 39,728 | 68,422 | 30,213 | 28,514 | ||||
Comprehensive loss attributable to: | |||||||||||
Common stockholders or parent | 39,673 | 17,509 | 109,556 | 33,060 | 59,284 | 25,477 | 24,368 | ||||
Non-controlling interests | 3,190 | 2,435 | 6,497 | 6,668 | 9,138 | 4,736 | 4,146 | ||||
Comprehensive (income) loss parent including noncontrolling interest | $ 42,863 | $ 19,944 | $ 116,053 | $ 39,728 | $ 68,422 | $ 30,213 | $ 28,514 | ||||
Net loss per share attributable to common stockholders or parent, basic | $ 0.43 | $ 0.28 | $ 1.50 | $ 0.54 | $ 0.96 | $ 0.42 | $ 0.41 | ||||
Net loss per share attributable to common stockholders or parent, diluted | $ 0.43 | $ 0.28 | $ 1.50 | $ 0.54 | $ 0.96 | $ 0.42 | $ 0.41 | ||||
Weighted-average common shares outstanding, basic | 92,887,918 | 62,270,157 | 73,685,619 | 60,704,929 | 61,502,094 | 59,909,344 | 59,909,344 | ||||
Weighted-average common shares outstanding, diluted | 92,887,918 | 62,270,157 | 73,685,619 | 60,704,929 | 61,502,094 | 59,909,344 | 59,909,344 |
CONSOLIDATED AND COMBINED CAR_4
CONSOLIDATED AND COMBINED CARVE-OUT STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Net parent investment | Accumulated deficit | Accumulated other comprehensive income | Non-controlling interests | Total |
Beginning balance at Dec. 31, 2018 | $ 28,103 | $ (1,561) | $ 763 | $ 27,305 | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (24,634) | (4,110) | (28,744) | ||||
Other comprehensive income (loss) | 266 | (36) | 230 | ||||
Net transfer from parent | 28,666 | 28,666 | |||||
Other changes in non-controlling interests | 3,148 | 3,148 | |||||
Ending balance at Dec. 31, 2019 | 32,135 | (1,295) | (235) | 30,605 | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (25,234) | (4,618) | (29,852) | ||||
Other comprehensive income (loss) | (243) | (118) | (361) | ||||
Net transfer from parent | 36,619 | 36,619 | |||||
Other changes in non-controlling interests | 11,681 | 11,681 | |||||
Ending balance at Dec. 31, 2020 | 43,520 | (1,538) | 6,710 | $ 48,692 | |||
Balance at the end (in shares) at Dec. 31, 2020 | 63,900,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (4,653) | (1,911) | $ (6,564) | ||||
Other comprehensive income (loss) | (5) | 8 | |||||
Net transfer from parent | 5,606 | 5,606 | |||||
Other changes in non-controlling interests | 398 | 398 | |||||
Ending balance at Mar. 31, 2021 | 44,473 | 5,192 | 48,140 | ||||
Beginning balance at Dec. 31, 2020 | 43,520 | (1,538) | 6,710 | $ 48,692 | |||
Balance at the beginning (in shares) at Dec. 31, 2020 | 63,900,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | $ (39,734) | ||||||
Other comprehensive income (loss) | 6 | ||||||
Ending balance at Sep. 30, 2021 | $ 6 | $ 74,297 | $ (26,028) | 8,805 | 55,516 | ||
Beginning balance at Dec. 31, 2020 | 43,520 | (1,538) | 6,710 | $ 48,692 | |||
Balance at the beginning (in shares) at Dec. 31, 2020 | 63,900,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (7,006) | (52,314) | (9,191) | $ (68,511) | |||
Other comprehensive income (loss) | 36 | 53 | 89 | ||||
Net transfer from parent | 29,140 | 29,140 | |||||
Restructuring upon spin off | $ 6 | 65,648 | (65,654) | ||||
Restructuring upon spin off (in shares) | 59,909,344 | ||||||
Gross proceeds | 9,678 | 9,678 | |||||
Issuance of common stock, net of issuance costs (in shares) | 4,015,990 | ||||||
Share-based compensation | 2,800 | 406 | 3,206 | ||||
Other changes in non-controlling interests | (2,383) | 7,903 | 5,520 | ||||
Ending balance at Dec. 31, 2021 | $ 6 | 75,743 | (52,314) | (1,502) | 5,881 | $ 27,814 | |
Balance at the end (in shares) at Dec. 31, 2021 | 63,925,334 | 63,900,000 | |||||
Beginning balance at Mar. 31, 2021 | 44,473 | 5,192 | $ 48,140 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (2,353) | (8,383) | (2,286) | (13,022) | |||
Other comprehensive income (loss) | (31) | (206) | |||||
Net transfer from parent | 23,534 | 23,534 | |||||
Restructuring upon spin off | $ 6 | 65,648 | $ (65,654) | ||||
Restructuring upon spin off (in shares) | 59,909,344 | ||||||
Share-based compensation | 236 | 80 | 316 | ||||
Other changes in non-controlling interests | (28) | 1,567 | 1,539 | ||||
Ending balance at Jun. 30, 2021 | $ 6 | 65,856 | (8,383) | 4,522 | 60,301 | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (17,645) | (2,503) | (20,148) | ||||
Other comprehensive income (loss) | 68 | 204 | |||||
Gross proceeds | 9,410 | 9,410 | |||||
Issuance of common stock, net of issuance costs (in shares) | 3,905,324 | ||||||
Share-based compensation | 1,877 | 104 | 1,981 | ||||
Other changes in non-controlling interests | (2,846) | 6,614 | 3,768 | ||||
Ending balance at Sep. 30, 2021 | $ 6 | 74,297 | (26,028) | 8,805 | 55,516 | ||
Beginning balance at Dec. 31, 2021 | 6 | 75,743 | (52,314) | (1,502) | 5,881 | 27,814 | |
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (15,452) | (2,222) | (17,674) | ||||
Other comprehensive income (loss) | 4 | 106 | |||||
Share-based compensation | 882 | 73 | 955 | ||||
Ending balance at Mar. 31, 2022 | 6 | 76,625 | (67,766) | 3,736 | 11,201 | ||
Beginning balance at Dec. 31, 2021 | $ 6 | 75,743 | (52,314) | (1,502) | 5,881 | $ 27,814 | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 63,925,334 | 63,900,000 | |||||
Ending balance at Jun. 30, 2022 | $ 9 | 406,851 | (122,132) | 2,697 | $ 285,858 | ||
Beginning balance at Dec. 31, 2021 | $ 6 | 75,743 | (52,314) | $ (1,502) | 5,881 | $ 27,814 | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 63,925,334 | 63,900,000 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | $ (117,002) | ||||||
Other comprehensive income (loss) | 949 | ||||||
Ending balance at Sep. 30, 2022 | $ 9 | 407,203 | (162,520) | (352) | $ 243,488 | ||
Balance at the end (in shares) at Sep. 30, 2022 | 92,900,000 | ||||||
Beginning balance at Mar. 31, 2022 | 6 | 76,625 | (67,766) | 3,736 | $ 11,201 | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (54,366) | (1,109) | (55,475) | ||||
Other comprehensive income (loss) | 20 | (147) | |||||
Gross proceeds | $ 2 | 158,200 | 158,202 | ||||
Issuance of common stock, net of issuance costs (in shares) | 14,388,000 | ||||||
Share-based compensation | 784 | 54 | 838 | ||||
Other changes in non-controlling interests | (8) | (4) | (12) | ||||
Ending balance at Jun. 30, 2022 | $ 9 | 406,851 | (122,132) | 2,697 | 285,858 | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (40,388) | (3,465) | (43,853) | ||||
Other comprehensive income (loss) | 275 | 990 | |||||
Share-based compensation | 581 | 141 | 722 | ||||
Ending balance at Sep. 30, 2022 | $ 9 | $ 407,203 | $ (162,520) | $ (352) | $ 243,488 | ||
Balance at the end (in shares) at Sep. 30, 2022 | 92,900,000 |
CONSOLIDATED AND COMBINED CAR_5
CONSOLIDATED AND COMBINED CARVE-OUT STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net loss | $ (68,511) | $ (29,852) | $ (28,744) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | |||
Depreciation of property, plant and equipment | 375 | 403 | 486 |
Amortization of intangible assets | 3,169 | 2,985 | 3,022 |
Amortization of operating lease right-of-use-assets | 706 | 652 | 368 |
Share-based compensation | 3,667 | 1,145 | 382 |
Unrealized foreign exchange (gain) loss | (376) | (502) | 265 |
Interest expense | 1,405 | 415 | 436 |
Share of loss of equity method investees | 213 | 71 | 90 |
Income taxes | 495 | (267) | (717) |
Loss on revaluation of convertible debt | 4,571 | ||
Loss on revaluation of investments | 634 | 2,909 | 2,452 |
Other | 210 | 69 | 316 |
Changes in other operating assets and liabilities: | |||
Trade accounts receivable | 1,456 | (312) | (568) |
Inventory | (2,340) | (1,016) | (9) |
Operating lease liabilities | (781) | (714) | (431) |
Accounts payable and accrued liabilities | 6,262 | 184 | 38 |
Other operating assets and liabilities | 1,013 | 846 | (365) |
Net cash used in operating activities | (47,832) | (22,984) | (22,979) |
Investing activities | |||
Purchase of mineral interests | (14,400) | (14,634) | (3,805) |
Purchase of property, plant and equipment and intangible assets | (3,992) | (2,092) | (201) |
Purchase of investments subject to significant influence | (870) | (5,318) | |
Purchase of other investments | (1,607) | ||
Other | (1,763) | (20) | (171) |
Net cash used in investing activities | (22,632) | (16,746) | (9,495) |
Financing activities | |||
Net proceeds from issuance of common stock | 9,677 | ||
Proceeds from issuance of convertible notes | 49,999 | ||
Proceeds from VRB convertible bond, net of issuance costs | 22,857 | ||
Net transfer from parent | 23,152 | 30,367 | 30,011 |
Proceeds from subsidiary financings | 5,291 | 16,301 | 1,461 |
Repayment of loan from parent | (2,773) | ||
Loan from parent | 192 | 2,525 | |
Other | (40) | ||
Net cash provided by financing activities | 110,976 | 44,087 | 33,957 |
Effect of foreign exchange rate changes on cash and cash equivalents | (3) | 285 | 124 |
Increase in cash and cash equivalents | 40,509 | 4,642 | 1,607 |
Cash and cash equivalents, beginning of the year | 9,341 | 4,699 | 3,092 |
Cash and cash equivalents, end of the period | 49,850 | 9,341 | $ 4,699 |
Supplemental cash flow information | |||
Cash paid for interest | 57 | ||
Cash paid for income taxes | 634 | $ 648 | |
Supplemental disclosure of non-cash investing and financing activities | |||
Settlement of loan from parent | 5,886 | ||
Issuance of common stock in exchange for assets | $ 65,654 |
Background and basis of prepara
Background and basis of preparation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Background and basis of preparation | ||
Background and basis of preparation | 1. Background and basis of preparation: Ivanhoe Electric Inc. (“Ivanhoe Electric” or “the Company”) was incorporated in the State of Delaware, USA, on July 14, 2020, as a wholly-owned subsidiary of High Power Exploration Inc. (“the Parent” or “HPX”). On April 30, 2021, HPX completed a restructuring whereby HPX contributed (i) all of the issued and outstanding shares of HPX’s subsidiaries, other than those holding direct or indirect interests in its Nimba Iron Ore Project (“Nimba Project”); (ii) certain property, plant and equipment; and (iii) certain financial assets (collectively the “Contributed Assets”) in exchange for common stock of Ivanhoe Electric. HPX then distributed 59,909,344 shares of common stock of Ivanhoe Electric to HPX stockholders by way of an in-kind dividend, with each HPX stockholder receiving one share of common stock of Ivanhoe Electric for each HPX share held by the stockholder. As HPX continued to hold its interest in Ivanhoe Electric immediately following the transfer of the Contributed Assets, there was no resultant change of control in either Ivanhoe Electric or the Contributed Assets. As such, the acquisition by Ivanhoe Electric of the Contributed Assets has been accounted for at historical cost as a transaction between entities under common control. On June 30, 2022, Ivanhoe Electric completed an initial public offering (“IPO”) of 14,388,000 shares of the Company’s common stock at a price of $11.75 per share, resulting in gross proceeds from the offering of $169.1 million. The Company’s shares were listed on the NYSE American and the Toronto Stock Exchange under the ticker symbol “IE”. Ivanhoe Electric is a mineral project exploration and development company with a focus on identifying and developing mineral projects, and ultimately mines, associated with the metals necessary for electrification, in particular, copper, nickel, cobalt, vanadium, gold, silver, and the platinum group metals. The Company’s current mineral projects are located predominantly 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 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, 2022 (December 31, 2021 — 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, 2022 (December 31, 2021 — 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 63.3% as at September 30, 2022 (December 31, 2021 — 63.3% ). ● Kaizen Discovery Inc. (“Kaizen”) holds the Pinaya copper-gold exploration project in Peru. Ivanhoe Electric had an ownership interest in Kaizen of 82.7% as at September 30, 2022 (December 31, 2021 — 82.7% ). Basis of preparation: These condensed interim consolidated and combined carve-out financial statements have been prepared under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). Basis of preparation — Prior to the restructuring: These condensed interim consolidated and combined carve-out financial statements include results of the Company for periods prior to the restructuring on April 30, 2021. Up to the date of restructuring, these financial statements have been prepared on a combined basis and the Parent’s net investment in the Company’s operations is shown in lieu of stockholders’ equity. All intercompany balances and transactions have been eliminated in the condensed interim consolidated and combined carve-out financial statements. Prior to the restructuring, the financing of operations was historically managed by the Parent. Net parent investment represents the Parent’s historical investment in the Company and includes accumulated net earnings or losses attributable to the Parent, intercompany balances that were capitalized at the time of the restructuring and direct capital contributions and expense allocations from the Parent to the Company. Assets contributed to Ivanhoe Electric at the time of restructuring have been recorded by the Company during the periods the assets were under the control of the Parent, except for certain loan receivables and advances that have not been allocated to the Company prior to the restructuring completion date (Note 12). A description of the costs allocated to the Company is included in Note 12. Management believes the assumptions underlying the condensed interim consolidated and combined carve-out financial statements, including the assumptions regarding allocation of expenses, are systematic, rational and reasonable. Nevertheless, the condensed interim consolidated and combined carve-out financial statements may not include all of the actual expenses that would have been incurred by the Company on a stand-alone basis, and may not accurately reflect the Company’s historical financial position, results of operations and cash flows that would have been reported if the Company had been a stand-alone entity during the periods prior to the restructuring. The amounts that would have been or will be incurred on a stand-alone basis could differ from the amounts allocated due to economies of scale, management judgment, cash management and financing obtained as a stand-alone company, or other factors. Basis of preparation — Subsequent to the restructuring: The Company’s financial statements for the periods subsequent to April 30, 2021 are consolidated financial statements based on the reported results of Ivanhoe Electric as a stand-alone company. Reverse stock split: In June 2022, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s outstanding common stock at a ratio of 3-for-1 (the “Reverse Stock Split”) effective as of June 16, 2022. The number of authorized shares and the par value of the common stock were not adjusted as a result of the Reverse Stock Split. For periods before June 16, 2022, all references to common stock, options to purchase common stock, per share data, and related information contained in the condensed interim consolidated and combined carve-out financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split. The condensed consolidated and combined carve-out 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. | 1. Background and basis of preparation: Ivanhoe Electric Inc. (“Ivanhoe Electric” or “the Company”) was incorporated in the State of Delaware, USA, on July 14, 2020, as a wholly-owned subsidiary of High Power Exploration Inc. (“the Parent” or “HPX”). On April 30, 2021, HPX completed a restructuring whereby HPX contributed (i) all of the issued and outstanding shares of HPX’s subsidiaries, other than those holding direct or indirect interests in its Nimba Iron Ore Project (“Nimba Project”); (ii) certain property, plant and equipment; and (iii) certain financial assets (collectively the “Contributed Assets”) in exchange for common stock of Ivanhoe Electric. HPX then distributed 59,909,344 shares of common stock of Ivanhoe Electric to HPX stockholders by way of an in-kind dividend, with each HPX stockholder receiving one share of common stock of Ivanhoe Electric for each HPX share held by the stockholder. Ivanhoe Electric is a mineral project exploration and development company with a focus on identifying and developing mineral projects, and ultimately mines, associated with the metals necessary for electrification, in particular, copper, gold, silver, nickel, cobalt, vanadium and the platinum group metals. While the Company’s current mineral projects are predominantly in the United States, it also holds significant, ownership interests and in some cases controlling financial interests, in other offshore mineral projects, in proprietary mineral exploration technology and in minerals-based high technology. The Company conducts the following business activities through certain subsidiaries: ● Kaizen Discovery Inc. (“Kaizen”) holds the Pinaya copper-gold exploration project in Peru. Ivanhoe Electric had an ownership interest in Kaizen of 82.7% as at December 31, 2021 (December 31, 2020 — 73.2% ). ● Cordoba Minerals Corp. (“Cordoba”) holds the San Matias copper-gold-silver project in northern Colombia. Ivanhoe Electric had an ownership interest in Cordoba of 63.3% as at December 31, 2021 (December 31, 2020 — 58.4% ). ● 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 December 31, 2021 (December 31, 2020 — 90.0% ). ● Computational Geosciences Inc. (“CGI”), provides data analytics, geophysical modelling 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 December 31, 2021 (December 31, 2020 — 94.4% ). As HPX continued to hold its interest in Ivanhoe Electric immediately following the transfer of the Contributed Assets, there was no resultant change of control in either Ivanhoe Electric or the Contributed Assets. As such, the acquisition by Ivanhoe Electric of the Contributed Assets has been accounted for at historical cost as a transaction between entities under common control. Basis of preparation — Prior to the restructuring: These consolidated and combined carve-out financial statements have been prepared under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). These consolidated and combined carve-out financial statements include results of the Company for periods prior to the restructuring on April 30, 2021. Up to the date of restructuring, these financial statements have been prepared on a combined basis and the Parent’s net investment in the Company’s operations is shown in lieu of stockholders’ equity. All intercompany balances and transactions have been eliminated in the consolidated and combined carve-out financial statements. Prior to the restructuring, the financing of operations was historically managed by the Parent. Net parent investment represents the Parent’s historical investment in the Company and includes accumulated net earnings or losses attributable to the Parent, intercompany balances that were capitalized at the time of the restructuring and direct capital contributions and expense allocations from the Parent to the Company. Assets contributed to Ivanhoe Electric at the time of restructuring have been recorded by the Company during the periods the assets were under the control of the Parent, except for certain loan receivables and advances that have not been allocated to the Company prior to the restructuring completion date (Note 24). A description of the costs allocated to the Company is included in Note 24. Management believes the assumptions underlying the consolidated and combined carve-out financial statements, including the assumptions regarding allocation of expenses, are systematic, rational and reasonable. Nevertheless, the consolidated and combined carve-out financial statements may not include all of the actual expenses that would have been incurred by the Company on a stand-alone basis, and may not accurately reflect the Company’s historical financial position, results of operations and cash flows that would have been reported if the Company had been a stand-alone entity during the periods prior to the restructuring. The amounts that would have been or will be incurred on a stand-alone basis could differ from the amounts allocated due to economies of scale, management judgment, cash management and financing obtained as a stand-alone company, or other factors. Basis of preparation — Subsequent to the restructuring: The Company’s financial statements for the periods subsequent to April 30, 2021 are consolidated financial statements based on the reported results of Ivanhoe Electric as a stand-alone company. Reverse stock split: In June 2022, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s outstanding common stock at a ratio of 3-for-1 (the “Reverse Stock Split”) effective as of June 16, 2022. The number of authorized shares and the par values of the common stock were not adjusted as a result of the Reverse Stock Split. All references to common stock, options to purchase common stock, per share data, and related information contained in the financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. References to “$” refer to United States dollars and “Cdn$” to Canadian dollars. |
Going concern
Going concern | 12 Months Ended |
Dec. 31, 2021 | |
Going concern | |
Going concern | 2. Going concern: The consolidated and combined carve-out 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. The Company has incurred significant operating losses to date and does not generate sufficient cash from revenue generating operations to support its ongoing exploration and other business activities. At December 31, 2021, the Company believes that it has adequate resources to maintain its minimum obligations for a period of 12 months after these financial statements were authorized for issue, including general corporate activities, based on its cash position and ability to pursue additional sources of financing, including the sale of equity or debt. The Company currently has limited sources of operating cash flow, and has no assurance that additional funding will be available on a timely basis and under terms which would be acceptable to the Company. The Company’s ability to continue as a going concern is dependent on its ability to obtain additional sources of financing. In addition, the spread of the novel coronavirus (“COVID-19”) globally has caused and continues to cause considerable disruptions to the world economy, including financial markets and commodity prices, and could adversely impact the Company’s ability to carry out plans to obtain additional financing. As such, there are conditions that cast substantial doubt as to the Company’s ability to meet its obligations as they come due and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern. These consolidated and combined carve-out financial statements do not reflect adjustments to the carrying values and classification of assets and liabilities that might be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material. The scale and impact of the COVID-19 pandemic continues to evolve and remain unpredictable. In response to the COVID-19 pandemic, the Company reduced international travel and initiated cost saving measures where necessary. To date, the COVID-19 pandemic has not had a material impact on the Company’s operations. |
Significant accounting policies
Significant accounting policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Significant accounting policies | ||
Significant accounting policies | 2. Significant accounting policies: The accompanying condensed interim consolidated and combined carve-out financial statements are unaudited and include all adjustments, consisting of normal recurring entries, which management believes to be necessary for a fair presentation for the dates and periods presented. Interim results are not necessarily indicative of results for a full year. The condensed interim consolidated and combined carve-out financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all financial information and disclosures required by U.S. GAAP for complete financial statements and should be read in conjunction with the Company’s audited consolidated and combined carve-out financial statements for the year ended December 31, 2021. The Company discloses in its consolidated and combined carve-out financial statements for the year ended December 31, 2021, 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 and combined carve-out financial statements for the year ended December 31, 2021. The Company adopted ASU 2019-12 effective January 1, 2022. The new guidance which simplifies the accounting for income taxes, eliminates certain exceptions with ASC 740 and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The adoption of ASU 2019-12 did not have a material impact on the Company’s condensed interim consolidated and combined carve-out financial statements. In August 2020, the FASB issued ASU 2020-06 Debt — Debt with Conversion and Other Options (Topic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Topic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with both liability and equity characteristics. Non-public entities and emerging growth companies applying extended transition periods for new or revised accounting standards are required to adopt the update effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the expected impact on the financial statements. | 3. Significant accounting policies: (a) Basis of measurement: These consolidated and combined carve-out financial statements have been prepared on the historical cost basis except as disclosed in these accounting policies. (b) Basis of combination: The consolidated and combined carve-out financial statements include the accounts of the Company and entities controlled by HPX transferred to Ivanhoe Electric at the time of the restructuring. For entities controlled through less than a 100% ownership interest, a non-controlling interest is recorded to reflect the non-controlling interest’s share of the net loss and net assets of the entity. Principles of consolidation: The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (“VIE”) or the voting interest model. An entity is considered to be a VIE if any of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of the equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. The Company consolidates entities that are VIEs when the Company determines it is the primary beneficiary. Generally, the primary beneficiary of a VIE is a reporting entity that has (a) the power to direct the activities that most significantly affect the VIE’s economic performance, and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company’s VIE’s are discussed in Note 20 (Earn-in Options) and Note 22 (Non-controlling Interests). (c) Foreign currency: The functional currency and reporting currency of Ivanhoe Electric is the U.S. dollar. Each subsidiary determines its own functional currency based on the primary economic environment in which it operates. ( i ) Foreign currency translation: Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange in effect on the balance sheet date. Transactions in currencies other than the functional currency are measured and recorded in the functional currency at the exchange rate prevailing on the transaction date, and exchange differences arising on remeasurement are recognized in net loss. ( ii ) Foreign operations: The assets and liabilities of foreign operations whose functional currency is other than the reporting currency are translated into U.S. dollars at the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rates for the year. Translation adjustments are shown as a component of other comprehensive income. (d) Cash and cash equivalents: Cash and cash equivalents comprise deposits held with banks and other short-term highly liquid investments with original maturities of three months or less that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value. (e) Trade accounts receivable: Trade accounts receivable are recorded at cost and do not bear interest. Management evaluates all accounts periodically and an allowance is established based on the best facts available. Management considers historical realization data, accounts receivable aging trends, other operational trends and reasonable forecasts to estimate the collectability of receivables. After all reasonable attempts to collect a receivable have been exhausted, the receivable is written off against the allowance for doubtful accounts. (f) Inventory: Inventories are stated at the lower of cost and net realizable value. Cost comprises direct materials and where applicable, direct labor costs and overheads that have been incurred in bringing the inventory to its present location and condition. Cost is calculated using the weighted average cost method. Net realizable value represents the estimated selling price less all estimated costs of completion and costs necessary to make the sale. Where cost exceeds net realizable value, the recorded value of inventory is written down to its net realizable value, and such impairment losses are not reversed in future periods. (g) Investments subject to significant influence: The Company accounts for its investments over which it has significant influence or joint control, but not a controlling financial interest, using the equity method of accounting unless it has elected to account for an investment subject to significant influence at fair value. Interests in equity-accounted investees are recognized initially at cost. Subsequently, the Company adjusts the carrying amount of the investments to fair value where the fair value option has been elected or recognizes its share of earnings or losses of the investees where applying the equity method. Where investee’s financial information is not produced in a sufficiently timely manner for the Company to apply the equity method of accounting in its consolidated financial statements, the Company records its share of earnings and losses on a lag, not to exceed three months. When a lag period is applied, the Company discloses all material intervening events. The Company evaluates its equity method investments for potential impairment whenever events or changes in circumstances indicate that there is an other-than-temporary decline in the value of the investment. Declines in fair value that are deemed to be other-than- temporary are charged to other expenses. (h) Other investments Changes in the fair value for equity securities with a readily determinable fair value are reported in the combined carve-out statement of loss. The Company records equity securities without readily determinable fair values (such as investment in common stock, warrants and options of privately held companies) at cost, less impairment, and makes subsequent adjustments to the carrying values for observable price changes for the identical or a similar investment of the same issuer. Equity securities without readily determinable fair values are written down to their fair value if a qualitative assessment indicates that the investment is impaired and the fair value of the investment is less than its carrying amount. (i) Derivatives Derivative instruments and embedded derivatives on the balance sheet are carried at fair value with changes in fair value recorded in earnings unless hedge accounting applies. The Company has not applied hedge accounting to any derivatives. (j) Mineral interests and exploration expense Direct costs for the acquisition of mineral exploration rights, including option payments, are capitalized and recorded initially at cost as mineral interests. Exploration and evaluation costs are expensed in the period incurred until such time as it has been determined that a mineral property has proven and probable reserves, in which case subsequent evaluation and costs incurred to develop a mineral property are capitalized. Mineral interests are not amortized until the underlying property is converted to the production stage, at which point the mineral interests are amortized over the estimated recoverable proven and probable reserves. Exploration and evaluation costs include topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling, and activities in relation to evaluating the technical feasibility and commercial viability of extracting a mineral resource, as well as value-added taxes in relation to these direct exploration and evaluation costs incurred in foreign jurisdictions when recoverability of those taxes is uncertain. Exploration and evaluation costs include funding exploration and evaluation costs pursuant to earn-in arrangements through which the Company has the right to fund exploration and evaluation activities on assets owned by a third party and the opportunity to earn into a partial ownership position directly or indirectly in the underlying assets upon reaching specified funding thresholds. Earn-in arrangements generally provide no commitment by the Company for future funding and the Company is not entitled to any economic returns associated with the underlying mineral interests unless the Company chooses to fund to certain levels. (k) Property, plant and equipment: Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Major expenditures for replacements and significant improvements that increase asset values and extend useful lives are capitalized. The cost of property, plant and equipment, less its estimated residual value, is depreciated over its estimated useful lives using the straight-line method on the following bases: Asset Basis Equipment and vehicles 3 to 10 years Computer equipment 3 to 5 years Leasehold improvements Shorter of useful life and remaining lease term The useful lives, residual values and depreciation method are reviewed annually, with the effect of any changes in estimate accounted for on a prospective basis. (l) Leases: The Company assesses whether a contract is or contains a lease, at the inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the Company has the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement and if the Company has the right to direct the use of the asset. The Company recognizes a right-of-use asset (“ROU asset”) and a corresponding lease liability at the commencement of the lease, except the company has elected not to recognize ROU assets and liabilities for leases where the total lease term is less than or equal to 12 months. The Company has elected to treat the lease and non-lease components of office leases as a single lease component. Lease liabilities are initially measured at the present value of the unpaid lease payments at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease liabilities are subsequently measured by increasing the carrying amount to reflect interest on the lease liability and by reducing the carrying amount to reflect the lease payments made. Operating Leases The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the Company records the amortization of the ROU assets and the accretion of the lease liabilities as a single lease cost on a straight-line basis over the lease term. Finance Leases For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is included in depreciation and interest expense on the lease liability is included in interest expense. (m) Intangible assets: Intangible assets with finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over the asset estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in the estimate being accounted for on a prospective basis. The estimated useful lives of intangibles are: Asset Basis Patents and licenses 5 to 20 years Software 1 to 5 years Artificial Intelligence intellectual property 5 years (n) Impairment of long-lived assets: Long-lived assets, such as property, plant, and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values or third-party independent appraisals. (o) Revenue recognition: The Company recognizes revenue from the following major sources: ● Data processing services; ● Sale of software licenses; and ● Sale of renewable energy storage systems. ( i ) Data processing services: The Company sells data processing services to customers in the mineral, oil & gas and water exploration industries. The Company enters into contracts with customers with single and multiple deliverables or performance obligations. General payment terms are net 15 days. A performance obligation is a promise in a contract with a customer to transfer products or services that are distinct. Determining whether products or services are distinct performance obligations that should be accounted for separately, or combined as one unit of accounting and the allocation of the transaction price to each distinct performance obligation may require significant judgment. For short term contracts with a single deliverable, the Company recognizes revenue at the point in time when it transfers control of a distinct performance obligation to a customer. Control transfers on the agreed upon deliverable being delivered to the customer, the customer accepting the deliverable and the Company has not retained any significant risk of future obligations with respect to the service being provided. The Company is also entered into arrangements for the provision of long-term data processing services. Such services are recognized as a performance obligation satisfied over time. Revenue is recognized for these services based on the stage of completion of the contract using the most appropriate measure of progress towards complete satisfaction of the performance obligations. Payment for these services is in accordance with an agreed billing schedule and therefore either (i) a contract asset is recognized over the period in which the services are performed, representing the Company’s right to consideration for the services performed to date, or (ii) a contract liability is recognized until the corresponding services have been provided. (ii) Sale of software licenses: The Company enters into software license agreements where it provides the use of software to the customer. The Company recognizes revenue at the point in time that it satisfies its performance obligation by making the software available for download, meeting customer specific acceptance criteria, where applicable, and having reasonable certainty that the consideration will be received. Revenue is measured based on the consideration specified in a contract with a customer. (iii) Sale of energy storage systems: The Company designs, develops, and manufactures energy storage systems as products as well as energy storage solutions and operations & maintenance (“O&M”) services. Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring a promised good or service to a customer. Energy storage systems as products are transferred at a point in time when the customer obtains control of the product, which is typically upon shipment, delivery, installation and commissioning, depending on the contract terms. Revenue is recognized for sales of battery storage solutions over time based on the estimated progress to completion using a cost-based input method. In applying the cost-based input method of revenue recognition, we use the actual costs incurred relative to the total estimated costs to determine progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize. The cost based input method of revenue recognition is considered a faithful depiction of efforts to satisfy energy storage solutions and therefore reflect the transfer of goods or services to a customer under such contracts. Costs incurred towards contract completion may include costs associated with direct materials, labor, subcontractors, and other indirect costs related to contract performance. The cost-based input method of revenue recognition requires the Company to make estimates of net contract revenues and costs to complete projects. O&M services are transferred over time when customers receive and consume the benefits provided by the Company’s performance under the terms of service arrangements. (p) Contingent liabilities: ( i ) Warranties: The Company provides maintenance on energy storage products during the warranty period, usually 1 to 5 years. Costs of warranty include the cost of labor, material and related overhead necessary to repair a product during the warranty period. The Company accrues for the estimated cost of the warranty on products shipped upon recognition of the sale of the product. The costs are estimated based on actual historical expenses incurred and on estimated future expenses related to current sales, and are updated each reporting period. ( ii ) Asset retirement obligations: The Company recognizes asset retirement obligations arising from regulatory, contractual or other legal requirements to perform certain property and asset reclamation activities at the end of the respective asset life. Asset retirement obligations are recorded when environmental disturbance occurs, accompanied by a legal obligation to remediate. Asset retirement obligations, or increases therein, are initially measured at fair value and subsequently adjusted for accretion expense and changes in the amount or timing of the estimated cash flows. (q) Research and development costs: Expenditure on research and development activities is recognised as an expense in the period in which it is incurred. (r) Share-based compensation: The Company recognizes employee stock-based compensation as an expense in the consolidated and combined carve-out financial statements. Equity-classified awards are measured at the grant date fair value of the award. The Company estimates grant date fair value using the Black-Scholes option valuation model using the grant date stock price, dividend yield, estimated amounts for volatility of the Company’s stock, the expected life of the awards and the risk-free interest rate. Compensation expense is recognized over the requisite service period for each separate tranche of the award. Forfeitures are accounted for as they occur. (s) Income taxes: Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of uncertain income tax positions if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties, if any, in general and administrative expenses. Each reporting period, the Company reviews its deferred tax assets for the possibility they will not be realized. A valuation allowance will be recorded if it is more likely than not that a deferred tax asset will not be realized. (t) Fair value measurements: The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (Note 26): ● Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible at the measurement date. ● Level 2: Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). (u) Net loss per share: Basic and diluted loss per share attributable to common stockholders are computed by dividing the net loss available to common stockholders by the weighted-average number of common shares outstanding for the respective period presented. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period, except to the extent they are antidilutive. (v) Convertible debt: Upon the issuance of convertible debt, the Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the statement of consolidated and combined loss. If the conversion feature does not require derivative treatment, the instrument is evaluated for consideration of any beneficial conversion features or cash conversion features. The equity component, if any, is treated as a discount on the liability component of the convertible debt, which is amortized over the term of the convertible debt using the effective interest rate method. When it has been determined an instrument does not have an equity component, the Company may elect to account for the instrument at fair value with changes in fair value recorded in the statement of consolidated and combined loss, except with respect to changes in value caused by changes in the Company’s own credit risk. (w) Debt and equity issuance costs: Debt issuance costs directly related to a debt liability, including fees, commissions and legal expenses, are deferred and presented as a direct reduction from the carrying amount of the debt and amortized on an effective interest rate method over the term of the liability. Amortization of debt issuance costs is included in interest expense in the Company’s consolidated and combined carve-out statement of loss. For debt where the company has elected fair value accounting under ASC 825, debt issuance costs are expensed on recognition in the Company’s consolidated and combined carve-out statement of net loss. Costs directly attributable to the issuance of equity in the Company are netted against the gross proceeds of the equity. |
Use of estimates
Use of estimates | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Use of estimates | ||
Use of estimates | 3. Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP 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 and combined carve-out financial statements for the year ended December 31, 2021. | 4. Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP 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 estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Significant areas requiring the use of estimates are as follows (i) Fair value of financial instruments: Certain financial instruments, such as options and warrants for the purchase of equity securities are carried in the statements of financial position at fair value, with changes in fair value reflected in the statement of loss and comprehensive loss. Fair values are estimated by reference to published price quotations or by using other valuation techniques that may include inputs that are not based on observable market data, such as volatility of share prices. (ii) Useful lives of property, plant and equipment and finite life intangible assets: Changes in technology or the Company’s intended use of these assets, as well as changes in business prospects or economic and industry factors, may cause the estimated useful lives of these assets to change. (iii) Recoverability of investments in equity securities: The recoverability of the carrying value of the Company’s investments in private equity securities, including those subject to significant influence, is dependent on the Company’s ability to sell the assets privately or the investees’ ability to publicly list the shares or generate profitable operations and pay dividends in the future, in each case in amounts that exceed the carrying value. Changes in the investees’ plans and value or the Company’s expectations related to the manner and timing of realizing the value of its equity investments, may result in changes in the recoverability of recorded amounts. (iv) Recoverability of deferred income tax assets: The Company has recognized significant valuation allowances against its deferred tax assets. The necessity for valuation allowances could be affected by changes in the Company’s estimates of future taxable income. In addition to the generation of future taxable income through the establishment of economic feasibility, development and operation of mines on the Company’s exploration assets, opportunities for future taxable income could arise through disposal of assets, or 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. (v) Fair value of convertible notes: Certain convertible notes are carried in the statements of financial position at fair value, with changes in fair value reflected in the statement of loss and comprehensive loss. Fair values are estimated by reference to valuation techniques that may include inputs that are not based on observable market data (Note 16). (vi) Valuation of stock options: The fair value of stock options granted by the Company is estimated using the Black-Scholes pricing model. Inputs to the model that require management judgment include the options expected life, the share price, which is determined using a valuation of the Company’s underlying equity, and volatility (Note 17). |
Recently adopted accounting sta
Recently adopted accounting standards and recent accounting pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Recently adopted accounting standards and recent accounting pronouncements | |
Recently adopted accounting standards and recent accounting pronouncements | 5. Recently adopted accounting standards and recent accounting pronouncements: Recent accounting pronouncements not yet adopted In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The new guidance which simplifies the accounting for income taxes, eliminates certain exceptions with ASC 740 and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The new standard is effective for smaller reporting companies for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company will adopt ASU 2019-12 on January 1, 2022 and is currently evaluating the expected impact on the consolidated and combined carve-out financial statements. In August 2020, the FASB issued ASU 2020-06 Debt — Debt with Conversion and Other Options (Topic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Topic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with both liability and equity characteristics. Non-public entities and emerging growth companies applying extended transition periods for new or revised accounting standards are required to adopt the update effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the expected impact on the consolidated and combined carve-out financial statements. |
Cash and cash equivalents
Cash and cash equivalents | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cash and cash equivalents | ||
Cash and cash equivalents | 4. Cash and cash equivalents: Of the total cash and cash equivalents at September | 6. Cash and cash equivalents: Of the total cash and cash equivalents at December 31, 2021 and 2020, $28.5 million and $9.0 million, respectively, was not available for the general corporate purposes of the Company (or the Parent at December 31, 2020) as it was held by non-wholly-owned subsidiaries (Note 22). At December 31, 2021, the Company does not have any cash equivalents in the form of redeemable short-term investments (December 31, 2020 — $236,000). |
Accounts receivable
Accounts receivable | 12 Months Ended |
Dec. 31, 2021 | |
Accounts receivable | |
Accounts receivable | 7. Accounts receivable: December 31, December 31, 2021 2020 Trade accounts receivable $ 881 $ 2,016 Other receivables 504 825 $ 1,385 $ 2,841 Based on the Company’s history and management’s assessment, no allowance for expected losses has been made. The Company did not have any bad debt expense during 2021, 2020 or 2019. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory | |
Inventory | 8. Inventory: December 31, December 31, 2021 2020 Raw materials $ 5,129 $ 2,922 Work-in-progress 749 616 $ 5,878 $ 3,538 The cost of inventory recognized as expense for the years ended December 31, 2021, 2020 and 2019 was $93,000, $185,000 and $369,000 respectively. |
Investments subject to signific
Investments subject to significant influence: | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Investments subject to significant influence | ||
Investments subject to significant influence | 5. Investments subject to significant influence: The Company’s principal investment subject to significant influence is Sama Resources Inc. (“Sama”). Others include its investments in Fjordland Exploration Inc. (“Fjordland”) and Sama Nickel Corporation (“SNC”). Carried at fair value Equity method Sama Fjordland SNC Total Balance at December 31, 2021 5,719 1,325 657 7,701 Change in fair value (245) (876) — (1,121) Investment — — 3,601 3,601 Share of loss — — (3,077) (3,077) Foreign currency translation — (41) (64) (105) Balance at September 30, 2022 $ 5,474 $ 408 $ 1,117 $ 6,999 | 9. Investments subject to significant influence: The Company’s principal investment subject to significant influence is Sama Resources Inc. (“Sama”). Others include its investments in Fjordland Exploration Inc. (“Fjordland”) and Sama Nickel Corporation (“SNC”). The Company has elected to carry its investments in common shares of the publicly-traded companies subject to significant influence, Sama and Fjordland, at fair value. Carried at fair value Equity Method CMH & Sama Fjordland SNC Omnisom (Note a) (Note b) (Note c) (Note d) Other Total Balance at January 1, 2019 $ 6,689 $ 1,077 $ — $ 3,101 $ 993 $ 11,860 Purchase of shares 5,318 — — — — 5,318 Change in fair value (1,534) (686) — — — (2,220) Share of loss — — — (66) (24) (90) Derecognition of investment (464) — — — — (464) Foreign currency translation — 40 — — (6) 34 Balance at December 31, 2019 10,009 431 — 3,035 963 14,438 Change in fair value (4,511) 734 — — — (3,777) Share of loss — — — (37) (34) (71) Derecognition of investment — — — (2,998) — (2,998) Foreign currency translation — 44 — — 91 135 Balance at December 31, 2020 5,498 1,209 — — 1,020 7,727 Investment — — 870 — — 870 Change in fair value 221 91 — — — 312 Share of loss — — (213) — — (213) Impairment — — — — (954) (954) Foreign currency translation — 25 — — (66) (41) Balance at December 31, 2021 $ 5,719 $ 1,325 $ 657 $ — $ — $ 7,701 (a) Sama: Sama is a mineral exploration company, listed on the TSX Venture Exchange, focused on exploring nickel — copper projects in Ivory Coast, West Africa. As at December 31, 2021, the Company owned 22.8% (December 31, 2020 — 23.1%) of the issued and outstanding common shares in Sama. (b) Fjordland: Fjordland is a mineral exploration company, listed on the TSX Venture Exchange, focused on the exploration and acquisition of nickel, copper and cobalt projects in Canada. As at December 31, 2021, the Company owned 18.8% (December 31, 2020 — 27.9%) of the issued and outstanding common shares of Fjordland. The Company has an earn-in agreement with Fjordland on its South Voisey’s Bay Project (Note 20). (c) SNC: The Company has an earn-in agreement with Sama (Note 20), whereby the Company can earn up to a 60% interest in SNC, a subsidiary of Sama that owns the Ivory Coast Project. On August 27, 2021 the Company funded a $870,000 cash call to SNC which resulted in surpassing the spending threshold to earn its initial 30% minority equity interest in SNC. The Company accounts for its 30% interest in SNC using the equity method. (d) CMH and Omnisom: As at December 31, 2019, the Company held a 50.1% ownership of CMH, the owner of the company that held the Alacran Copper- Gold-Silver Deposit (“Alacran Deposit”) in Colombia and of Omnisom. The Company accounted for its 50.1% interests in CMH and Omnisom using the equity method of accounting as certain key strategic, operating, investing and financing policies required unanimous stockholder approval. On June 30, 2020, the Company (through its majority-owned subsidiary Cordoba), acquired the Alacran Deposit (Notes 10(d) and 21, through the acquisition of 100% of the outstanding common shares of CMH. In July 2020, Omnisom’s principal asset, a royalty right on the Alacran property, was transferred to its shareholders, with the intent of winding Omnisom up. The Company received its proportionate share (Note 10(e)) of the royalty. The $1.0 million carrying value of the investment in Omnisom was derecognized and a mineral royalty right asset was recognized (Note 10(e)). |
Exploration mineral interests
Exploration mineral interests | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Exploration mineral interests | ||
Exploration mineral interests | 6. Exploration mineral interests: Santa Cruz Tintic Project Pinaya Project San Matias Mineral Royalty Other Total Balance at December 31, 2021 $ 35,075 $ 19,588 $ 2,511 $ 13,607 $ 1,708 $ 550 $ 73,039 Acquisition costs 11,252 5,788 — — — 350 17,390 De-recognition (Note a) (5,700) — — — — — (5,700) Foreign currency translation — — 15 — — — 15 Balance at September 30, 2022 $ 40,627 $ 25,376 $ 2,526 $ 13,607 $ 1,708 $ 900 $ 84,744 (a) Terminated land purchase: On November 24, 2021, the Company entered into an agreement to acquire additional land adjacent to the Santa Cruz project and the associated mineral rights. In June 2022, the Company entered into an agreement to extend the closing date of the original agreement to September 20, 2022. The Company elected not to proceed with the transaction and terminated the purchase and sale agreement. Prior to termination of the agreement the Company had capitalized $5.7 million in non-refundable payments. These payments have been de-recognized and recorded as exploration expenses in the condensed interim consolidated and combined carve-out statement of loss (Note 11). | 10. Exploration mineral interests: Santa Tintic Pinaya San Mineral Cruz Project Project Matias Royalty (Note a) (Note b) (Note c) (Note d) (Note e) Other Total Balance at January 1, 2020 $ — $ 6,888 $ 2,516 $ — $ 750 $ 150 $ 10,304 Acquisition costs — 7,000 — 13,607 958 150 21,715 Foreign currency translation — — (4) — — — (4) Balance at December 31, 2020 — 13,888 2,512 13,607 1,708 300 32,015 Acquisition costs 35,075 5,700 — — — 250 41,025 Foreign currency translation — — (1) — — (1) Balance at December 31, 2021 $ 35,075 $ 19,588 $ 2,511 $ 13,607 $ 1,708 $ 550 $ 73,039 (a) The Santa Cruz project is a copper project near the city of Casa Grande in Arizona, USA. (i) Assignment agreement : On October 27, 2021, the Company entered into an agreement with Central Arizona Resources Ltd. (“CAR”), a private company, and acquired the option agreement CAR held over the Santa Cruz mineral title owned by DRH Energy Inc. (“DRHE”), a private company, and a surface use agreement CAR was party to with another private Arizona based company The total consideration payable to CAR for the assignment of the option and surface access agreements to the Company is $30.0 million, payable as follows: ● $2.5 million paid in October 2021; ● $2.5 million paid in April 2022; ● $15.0 million upon the earlier of completion of an IPO or October 27, 2022; and $10.0 million of shares of common stock of the company issued concurrent with the completion of an IPO or on October 27, 2022 if no IPO has been completed. The number of shares is calculated based on $10.0 million divided by (a) 90% of the IPO price; or (b) in the absence of an IPO prior to the anniversary date, the price per share of an equity financing. The purchase of the agreements from CAR is binding as the Company has no right to avoid the payment of the purchase price. On October 27, 2021, a $26.6 million exploration mineral interest was capitalized and a corresponding liability was recorded. The Company has elected to carry the liability (reported as deferred consideration payable in the statement of financial position) at fair value with changes reported in the statement of loss. In the event of significant changes in fair value arising from changes in the Company’s own credit risk, such amounts will be recorded in other comprehensive income (loss). (ii) Option agreement: The option agreement acquired from CAR provides the Company with the right, but not the obligation, to acquire 100% of the mineral title of the Santa Cruz project by paying $27.9 million over three years. As at December 31, 2021, $5.4 million in cash payments have been made, $4.9 million of which were capitalized as exploration mineral interests in accordance with the Company’s accounting policy. In order to maintain the option, the following payments must be made: ● $6.25 million due on or before August 16, 2022; ● $6.25 million due on or before August 16, 2023; and ● $10.0 million due within five days of exercising the option to acquire the mineral title. The deadline to exercise the option is August 16, 2024. The payments are payable in cash or common stock of the Company at the discretion of DRHE. (iii) Surface access agreement : The surface access agreement acquired from CAR is an agreement with another Arizona based private company, which owns certain surface rights. In order to maintain surface access rights the Company must make certain payments. As at December 31, 2021, $1.0 million in payments have been made and recorded as exploration expense in the consolidated and combined carve- out statement of loss. A further $600,000 is due on September 9, 2022 and $800,000 on September 9, 2023. The agreement expires on August 3, 2025 but may be extended by one year at the Company’s discretion by making a payment of $920,000. (iv) Land purchase: On November 24, 2021 the Company entered into an agreement to acquire additional land adjacent to the Santa Cruz project and the associated mineral rights. The purchase price is estimated to be $18.1 million and will be finalized upon confirmation of the actual acreage of the property. As at December 31, 2021, $2.1 million in payments have been made, $1.1 million of which is non-refundable at December 31, 2021 and has been capitalized as an exploration mineral interest. The remaining $1.0 million is refundable as at December 31, 2021 and is capitalized as an other non-current asset. The balance of the purchase price is payable at the Company’s discretion and subject to a due diligence and closing period, is due on or before June 18, 2022. (b) The Tintic project is a copper-gold-silver project in the Tintic District of Utah, USA representing the Company’s accumulation of rights owned by a variety of different parties. Pursuant to agreements entered into in 2017 and 2018, the Company obtained the right to explore the underlying assets and to acquire or optionally acquire specified mineral rights of the underlying assets by making scheduled payments. Payments under these agreements are capitalized as acquisition costs while costs associated with exploring the properties are expensed as exploration costs. As at December 31, 2021 the Company has the following further option payments to make in order to complete its purchase of 100% of the assets included in the agreements. Option Year payments 2022 5,788 2023 5,287 Total $ 11,075 (c) The Pinaya Project is 100% owned by Kaizen and covers 192 square kilometers and includes 28 kilometers of strike length within the Andahuaylas — Yauri Porphyry Belt in southeastern Peru. (d) The San Matias Project is 100% -owned by Cordoba, which includes 100% of the Alacran Deposit and satellite deposits at Montiel East, Montiel West and Costa Azul. The Company acquired its 100% interest of the Alacran deposit on June 30, 2020 (Note 9(d)). (e) In July 2020, the Company received its share of a royalty on the Alacran property that was transferred out of Omnisom (Note 9(d)). The royalty was recognized at its carrying value. Subsequent to this transfer, the Company has a 1.25% net smelter royalty on the Alacran property. |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, plant and equipment | |
Property, plant and equipment | 11. Property, plant and equipment: The Company’s property, plant and equipment includes equipment and vehicles, computer equipment, leasehold improvements, leased assets and land. December 31, 2021 December 31, 2020 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount depreciation Amount Amount depreciation Amount Equipment and vehicles 3,076 (2,161) 915 2,754 (2,232) 522 Computer equipment 400 (120) 280 584 (328) 256 Leasehold improvements 582 (406) 176 530 (356) 174 Land 720 — 720 718 — 718 Right of use assets 4,435 (4,003) 432 4,274 (3,559) 715 Total property, plant and equipment 9,213 (6,690) 2,523 8,860 (6,475) 2,385 Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $1,081,000, $1,055,000 and $854,000 respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 12. Leases: The Company leases offices in Canada, China and Colombia, with terms expiring within one The Company incurred total operating lease expenses of $764,000, $734,000 and $431,000 during the years ended December 31, 2021, 2020 and 2019, respectively. Cash expenditures related to operating leases were $781,000, $714,000 and $431,000 during the years ended December 31, 2021, 2020 and 2019, respectively. As at December 31, 2021 and 2020, the weighted-average remaining lease term is 0.9 years and 1.2 years, respectively. The weighted average discount rate used to determine the operating lease liabilities was approximately 9%. At December 31, 2021, future minimum lease payments associated with the Company’s operating lease liabilities are $374,000 in 2022 and $57,000 in 2023. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible assets | |
Intangible assets | 13. Intangible assets: The Company’s intangible assets include patents and licenses, computer software and artificial intelligence intellectual property. December 31, 2021 December 31, 2020 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount amortization Amount Amount amortization Amount Patents and licenses 13,835 (13,328) 507 13,843 (13,019) 824 Computer Software 1,201 (1,194) 7 1,202 (1,195) 7 Artificial intelligence intellectual property 14,119 (10,293) 3,826 14,057 (7,437) 6,620 Total intangible assets 29,155 (24,815) 4,340 29,102 (21,651) 7,451 Amortization expense for the years ended December 31, 2021, 2020 and 2019 was $3.2 million, $3.0 million and $3.1 Estimated amortization expense for the next five years is: $3.0 million in 2022, $1.2 million in 2023, and $200,000 in 2024, 2025 and 2026. |
Other non-current assets
Other non-current assets | 12 Months Ended |
Dec. 31, 2021 | |
Other non-current assets | |
Other non-current assets | 14. Other non-current assets: December 31, December 31, 2021 2020 Value added taxes recoverable $ 1,699 $ 1,487 Related party advances (Note 24) 1,855 1,307 Other 2,307 1,327 $ 5,861 $ 4,121 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accounts payable and accrued liabilities | |
Accounts payable and accrued liabilities | 15. Accounts payable and accrued liabilities: December 31, December 31, 2021 2020 Trade accounts payable $ 5,721 $ 1,319 Accrued liabilities 2,888 1,103 Warranty provision 26 108 Payable for Next acquisition (Note a) — 3,211 Other payables 1,560 717 $ 10,195 $ 6,458 (a) Payable for Next acquisition is the remaining amount owed by the Company (through its majority-owned subsidiary CGI) for its purchase of Next Exploration Inc. that was completed in May 2018. The amount owed at December 31, 2020 was paid in full in 2021. |
Convertible debt
Convertible debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible debt | ||
Convertible debt | 8. Convertible debt: Series 1 Series 2 VRB Convertible Convertible Convertible Notes (Note a) Notes (Note a) bond (Note b) Total Balance at December 31, 2020 $ — $ — $ — $ — Debt issuance 48,621 — 22,857 71,478 Interest expense — — 483 483 Change in fair value 200 — — 200 Balance at September 30, 2021 $ 48,821 $ — $ 23,340 $ 72,161 Balance at December 31, 2021 $ 54,975 $ — $ 23,857 $ 78,832 Debt issuance — 86,200 — 86,200 Interest expense — — 1,541 1,541 Change in fair value 8,709 10,256 — 18,965 Conversion to common stock (63,684) (96,456) — (160,140) Balance at September 30, 2022 $ — $ — $ 25,398 $ 25,398 (a) Ivanhoe Electric convertible notes: (i) Series 1 Convertible Notes: Between August 3, 2021 and November 17, 2021, the Company completed a financing which included the issuance of $50.0 million aggregate principal amount of unsecured convertible promissory notes (“Series 1 Convertible Notes”). Upon completion of the Company’s IPO on June 30, 2022, the Series 1 Convertible Notes, including accrued interest of $0.9 million, were automatically converted into 5,419,923 shares of common stock of the Company at a conversion price of $9.39 per share (Note 9). (ii) On April 5, 2022, the Company completed a financing in which it issued $ 86.2 million aggregate principal amount of unsecured convertible promissory notes (“Series 2 Convertible Notes”). The Series 2 Convertible Notes were unsecured and bore interest at 3% per annum, in arrears and payable on the maturity date of July 31, 2023. Upon completion of the Company’s IPO on June 30, 2022, the Series 2 Convertible Notes, including accrued interest of $0.6 million, were automatically converted into 8,209,035 shares of common stock of the Company at a conversion price of $10.58 per share being a 10 % discount to the gross price per share at which common stock was sold in the IPO (Note 9). The convertible notes along with their embedded features did not contain any equity components, and therefore were recognized as a liability on issuance. The Company elected to measure the convertible notes at fair value, with subsequent changes in fair value recorded in net loss. (b) VRB Convertible bond: 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. The Company has accounted for the convertible bond as a debt instrument accounted at amortized cost. | 16. Convertible debt: Ivanhoe Electric VRB Convertible Convertible Notes bond (Note a) (Note b) Total Balance at December 31, 2020 $ — $ — $ — Debt issuance 49,999 22,857 72,856 Finance expense 405 1,000 1,405 Change in fair value 4,571 — 4,571 Balance at December 31, 2021 $ 54,975 $ 23,857 $ 78,832 (a) Ivanhoe Electric convertible notes: In August, September and November 2021, Ivanhoe Electric completed a financing whereby it raised $60.0 million of gross proceeds by issuing: (i) 4,015,990 shares of Ivanhoe Electric common stock for gross proceeds of $ 10.0 million (Note 17(a)); and (ii) $ 50.0 million aggregate principal amount of Ivanhoe Electric unsecured convertible promissory notes (“Convertible Notes”). The key terms of the convertible notes are as follows: The convertible notes are unsecured and bear interest at 2% per annum, in arrears and payable only on the maturity date of July 31, 2023. The notes convert on the consummation of a qualifying Ivanhoe Electric IPO. A qualifying IPO means the Company’s common stock is listed for trading on an internationally recognized stock exchange and the gross proceeds are at least $25.0 million. If a qualifying IPO occurs, the convertible notes, including any accrued but unpaid interest, will automatically convert into shares of Ivanhoe Electric’s common stock at a price per share equal to the lesser of: ● 90 % (or, if the closing date of the IPO occurs after February 28, 2022, 80 %) of the gross price per share at which common stock is sold in the IPO; and ● $ 9.39 per share of common stock. In the event the notes reach maturity, Ivanhoe Electric has the option, at its sole discretion, to convert some or all of the outstanding balance owed into shares of Ivanhoe Electric, at a price per share that is 80% of the higher of: ● the price per share of Ivanhoe Electric common stock equal to the last equity financing completed by Ivanhoe Electric (that is not a qualifying Ivanhoe Electric IPO), and ● $ 2.49 per share of Ivanhoe Electric common stock. The convertible notes along with their embedded features do not contain any equity components, and therefore have been presented as a liability. The Company has elected to measure the convertible notes at fair value, with subsequent changes in fair value recorded in the statement of consolidated and combined loss. Transaction costs attributable to the convertible notes of $1.6 million were recorded in the statement of consolidated and combined loss on recognition. The Company has elected to carry the Ivanhoe Electric convertible notes on the basis of fair value with changes recorded in income, except with respect to changes in value caused by changes in the Company’s own credit risk. There were no significant changes in the Company’s own credit risk from issuance to December 31, 2021 affecting the fair value of the convertible debt. Interest expense is recorded in interest expense, net in the consolidated and combined carve-out statement of loss. The fair value of the convertible notes is calculated using the probability-weighted expected return method. Assumptions used in the valuation of the convertible notes are as follows: December 31, 2021 Risk free interest rate 0.48 % to 1.35 % Historical volatility 75 % Dividend yield 0 % The Company’s share price is also a significant assumption in the valuation of the convertible debt. Management have exercised significant judgment in determining the share price at December 31, 2021. In its evaluation, management considered the most recent issuance of common stock and any business developments since the last valuation. A 10% change in the share price assumption would have the following impact on the fair value of the convertible notes at December 31, 2021: 10% increase 10% decrease Fair in share in share value price price Convertible notes $ 54,975 $ 55,390 $ 54,829 The convertible notes include covenants, including a requirement that we observe restrictions on dispositions of property, changes in our business, mergers or acquisitions, incurring indebtedness, and distributions or investments (b) VRB Convertible bond: 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. Directly attributable transaction costs of $1.1 million were recorded against the carrying value of the debt and are amortized using the effective interest method at a rate of 9.1%. The book value of the VRB convertible debt approximates fair value as VRB’s operations are early stage and there have been no significant changes to the business since the issuance date. The fair value determination is a level 3 assessment. |
Equity_
Equity: | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity | ||
Equity: | 9. Equity: Common stock transactions (a) IPO: On June 30, 2022, the Company completed an IPO of 14,388,000 shares of common stock which were issued at a price of $11.75 per share for gross proceeds of $169.1 million. Directly attributable issuance costs of $11.1 million incurred in conjunction with the IPO were recorded as a reduction in paid in capital. (b) Debt conversions: On June 30, 2022, $50.9 million of Series 1 Convertible Notes including accrued interest were automatically converted into 5,419,923 shares of common stock of the Company at a conversion price of $9.39 per share. On June 30, 2022, $86.8 million of Series 2 Convertible Notes including accrued interest were automatically converted to 8,209,035 shares of common stock of the Company at a conversion price of $10.58 per share. The stock issuance resulting from the Series 1 and Series 2 debt conversions was recorded at fair value based on the IPO price of $11.75 per share. (c) Stock issuance to CAR: On June 30, 2022, the Company issued 945,626 shares of common stock to CAR (Note 7). The stock issuance was recorded at fair value based on the IPO price of $11.75 per share. | 17. Equity: (a) Common stock On April 30, 2021, Ivanhoe Electric completed a restructuring that resulted in HPX distributing 59,909,344 shares of common stock of Ivanhoe Electric to the shareholders of HPX (Note 1). In August and September and November, 2021, Ivanhoe Electric completed a financing that included the issuance of 4,015,990 shares of common stock of Ivanhoe Electric (Note 16(a)). The shares were issued at a price of $2.49 per share, resulting in gross proceeds of $10.0 million. Directly attributable transaction costs of $322,000 were netted against the gross proceeds of the equity issuance. At December 31, 2021, the Company is authorized to issue 750,000,000 (b) Share-based payments Ivanhoe Electric, Kaizen, Cordoba, VRB and CGI have equity incentive plans and the share based payment compensation charged to operations was incurred by the Company as follows: Year ended December 31, 2021 2020 2019 Ivanhoe Electric (Note a) $ 2,144 $ — $ — Kaizen 211 49 18 Cordoba 784 270 281 VRB 61 56 83 CGI 467 770 — $ 3,667 $ 1,145 $ 382 Option exercises at the subsidiary level, should they occur, will impact the Company’s non-controlling interest in the applicable subsidiary, not the Company’s share capital. Share based payment compensation was allocated to operations as follows: Year ended December 31, 2021 2020 2019 Cost of sales $ 333 $ 549 $ — Exploration expenses 1,558 58 77 General and administrative expenses 1,776 538 305 $ 3,667 $ 1,145 $ 382 (i) Ivanhoe Electric adopted an equity incentive plan on June 30, 2021. The equity incentive plan permits the issue of stock options to employees and directors for a maximum of 10% of the common shares of Ivanhoe Electric outstanding. Option awards must be granted with an exercise price not less than the fair market value of Ivanhoe Electric’s shares on the date of grant. Stock option grants generally have a five-year term and comprise four equal tranches vesting sequentially over three years . On June 30, 2021, Ivanhoe Electric granted 4.48 million stock options to certain directors, officers and employees of the Company at exercise price of $2.49 per share. At December 31, 2021 there is $2.7 million of remaining expense to be recognized in 2022 through 2024. The weighted-average grant date fair value of an option granted during the year ended December 31, 2021 was $1.09. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Grant date: June 30, 2021 Fair value of common stock $ 2.49 Expected volatility 73.7 % Expected life of options (in years) 2.6 Expected dividend rate 0 % Risk-free interest rate 0.23 % The grant date fair value of the shares of common stock was determined by the Company’s board of directors using input from a valuation performed by an independent third-party valuation specialist. Expected volatility was calculated 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. Management exercised judgment in determining the expected life of the options and considered factors such as the vesting schedule of the options and expected business developments of the Company over the life of the options. A summary of option activity under the stock option plan as of December 31, 2021 and charges during the year then ended is presented below. Weighted- Weighted- Average Average Remaining Number Exercise Contractual of options Price Term (years) Outstanding at January 1, 2020 — — — Granted 4,483,322 2.49 — Exercised — — — Forfeited/expired — — — Outstanding at December 31, 2021 4,483,322 $ 2.49 4.5 Exercisable at December 31, 2021 1,120,822 $ 2.49 4.5 |
Revenue_
Revenue: | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue | ||
Revenue: | 10. Revenue: The Company recognized revenue from the following sources: Three months ended Nine months ended September 30: September 30: Revenue type 2022 2021 2022 2021 Software licensing (Note a) $ 2 $ — $ 6,713 $ — Data processing services 552 1,043 832 3,993 Renewable energy storage systems (Note b) 627 2 627 106 Total $ 1,181 $ 1,045 $ 8,172 $ 4,099 (a) On October 15, 2021, the Company entered into a software license agreement whereby the Company provided software that can be used by the licensee in perpetuity for a one-time fee of $6.5 million, which was received in January 2022 and at which time its performance obligation with respect to the license was met. As such, in accordance with the Company’s accounting policy for the sale of software licenses, the license fee revenue was recognized in 2022. Software licensing revenue includes associated services included in the software license agreement. This revenue is included in the data processing segment. (b) At September 30, 2022, the Company had a contract liability of $2.8 million (December 31, 2021 — $3.5 million) relating to the sale of renewable energy storage systems. | 18. The Company recognized revenue from the following major sources: Year ended December 31, Revenue type 2021 2020 2019 Data processing services (Note a) $ 4,512 $ 4,212 $ 3,032 Energy storage systems (Note b) 140 236 442 Other — 185 278 Total $ 4,652 $ 4,633 $ 3,752 (a) Revenue of $334,000 was recognized from opening contract liability balances during the year ended December 31, 2019. (b) At December 31, 2021, the Company had a contract liability of $3.5 million (2020 — $2.4 million and 2019 — $1.0 million) relating to the sale of energy storage systems. Revenue recognized from opening contract liability balances was $100,000 , $155,000 and $294,000 for the years ended December 31, 2021, 2020 and 2019. The Company has a significant customer that accounted for 74%, 73% and 46% of total sales for the years ended December 31, 2021, 2020 and 2019. On October 15, 2021 the Company entered into a software license agreement whereby the Company will provide software that can be used by the licensee in perpetuity for a one-time fee of $6.5 million, which was received in January 2022 and at which time its performance obligations were met. As such, in accordance with the Company’s accounting policy for the sale of software licenses the license fee revenue will be recognized in 2022. |
Exploration expense_
Exploration expense: | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Exploration expenses | ||
Exploration expense: | 11. Exploration expenses: Three months ended Nine months ended September 30: September 30: Project 2022 2021 2022 2021 Santa Cruz, USA (Note a) $ 21,811 $ 2,166 $ 46,372 $ 2,600 San Matias, Colombia 6,000 3,576 11,773 10,400 Pinaya, Peru 297 164 2,448 882 Perseverance, USA 35 107 1,694 205 Yangayu, Papua New Guinea 831 — 1,482 — Tintic, USA 613 547 1,309 1,589 Hog Heaven, USA 262 530 1,130 1,851 Carolina, USA 501 — 1,015 — Bitter Creek, USA 92 181 600 249 Lincoln, USA 210 — 549 — Ivory Coast Project, Ivory Coast 41 — 67 1,930 Project generation and other 3,278 2,683 6,718 4,857 Total $ 33,971 $ 9,954 $ 75,157 $ 24,563 (a) Exploration expense at the Santa Cruz Project for the three and nine months ended September 30, 2022 includes $5.7 million recorded upon the de-recognition of certain non-refundable payments made under a terminated land purchase agreement at the Santa Cruz Project (Note 6(a)). | 19. Exploration expense: Year ended December 31, Project 2021 2020 2019 San Matias, Colombia (Cordoba) (Note 10(d)) $ 13,789 $ 5,399 $ 5,456 Santa Cruz, USA (Note 10(a)) 9,966 923 943 Tintic, USA (Note 10(b)) 2,474 1,336 2,346 Ivory Coast Project, Ivory Coast (Note 20) 1,931 10 17 Hog Heaven, USA (Note 20) 2,029 336 — Pinaya, Peru (Kaizen) (Note 10(c)) 1,774 1,613 641 Desert Mountain, USA 821 177 — Perseverance, USA (Cordoba) (Note 20) 742 488 610 Yangayu, Papua New Guinea 497 — — South Voisey’s Bay, Canada (Note 20) 355 18 11 Bitter Creek, USA 340 174 — Lincoln, USA 235 — — Project Generation and other 4,552 3,620 2,882 Total $ 39,505 $ 14,094 $ 12,906 |
Earn-in option agreements_
Earn-in option agreements: | 12 Months Ended |
Dec. 31, 2021 | |
Earn-in option agreements: | |
Earn-in option agreements: | 20. Earn-in option agreements: The Company has entered into various joint venture earn-in agreements whereby it has an option to obtain ownership interests in project entities through a combination of payments to the owner and funding exploration and evaluation expenditures on the underlying exploration assets according to a specified timeframe, while determining whether it wishes to continue to invest to obtain a minority or majority interest. Under these agreements, the Company may obtain ownership rights to the underlying mineral interests through acquisition of the underlying rights or through obtaining control of the entity holding such rights. Project entities are generally considered variable interest entities prior to the Company acquiring an equity interest in the project entity (and thereafter in cases where the entity is financed through additional subordinated financial support such as shareholder debt). The Company has exercised judgment in determining that the activities that most significantly affect the project entity’s performance during the early exploration stage of the Company including the Company’s determination that its decision-making rights, which are practically limited to short-term discretionary exploration activity, are not the activities that most significantly affect the economic results of the project entities. The Company has determined that decisions that most significantly affect the economic results of a non-operating entity holding a single or primary exploration property include granting or amending exploration concessions and options as swell as decisions related to the retention or abandonment of the associated mineral rights, none of which can be undertaken unilaterally by the Company. The table below shows the net carrying value of the Company’s assets in these entities, being the investment in the equity of the ultimate owner of the project (“Project Sponsor”) and the investment in the equity of the underlying project entity, respectively, as of December 31, 2021, which together represent the Company’s maximum exposure to loss on the underlying project as of December 31, 2021 as a result of the earn-in agreement and associated agreements. The Company has no liabilities on the balance sheet with respect to these entities. The Company has no minimum commitment to future expenditures in relation to these arrangements and has not issued guarantees on behalf of these entities. The table also presents certain information with respect to the earn-in option (cumulative expenditures to date, expenditures necessary to obtain an initial minority ownership right and expenditures required to achieve the maximum ownership interest available under the agreement). Exploration expenditures made in respect of these earn-in arrangements, which are at the discretion of the Company, and therefore exceed contractual obligations, are presented in Note 19. The Company funds exploration expenditures in excess of contractual requirements for the purpose of evaluating and investing in option agreements. Net Carrying Ownership Expenditures Investment Value of Cumulative Earn-In percentage of Required to Maximum in Project Project Expenditures project entity at Achieve Maximum Potential Project Sponsor Entity as of December 31, 2021 December 31, 2021 Ownership Interest Ownership Ivory Coast Project $ 5,719 (1) — Cdn $ 15.7 million 30 % Cdn $ 25 million 60 % South Voisey’s Bay $ 1,325 (1) — Cdn $ 3.1 million 0 % (3) Cdn $ 7.7 million 65 % Hog Heaven $ 1,280 (2) — $ 1.9 million 0 % (4) $ 44.5 million 75 % Perseverance $ 383 (2) — Cdn $ 3.4 million 25 % Cdn $ 17.5 million 80 % (1) Included in investments subject to significant influence (Note 9) (2) Included in other investments (3) The Company must incur Cdn $7.7 million in earn-in expenditures to earn a 65% interest in the South Voisey’s Bay project. There is no initial minority interest that can be earned by the Company. (4) The Company must incur $19.5 million in earn-in expenditures to earn an initial 51% interest in the Hog Heaven project. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions | |
Acquisitions | 21. Acquisitions: On June 30, 2020, the Company (through its majority-owned subsidiary Cordoba) acquired 100% ownership of the Alacran Deposit, through the acquisition of 100% of the outstanding common shares of CMH, which holds the Alacran Deposit through a wholly- owned subsidiary. The Alacran Deposit was CMH’s principal asset and the acquisition was accounted for as an asset acquisition as the activities of CMH did not meet the definition of a business. The Company incurred directly attributable acquisition costs of $21,000. Prior to the transaction, the Parent owned 50.1% of the common shares of CMH. The Parent received a payment of $5.5 million from Cordoba, which has been eliminated on combination. The acquisition cost of $7.5 million has been allocated to the assets and liabilities acquired as follows: Mineral interests $ 11,566 Accounts receivable 1 Deferred tax liability (4,082) Net assets acquired $ 7,485 Prior to the transaction, the investment in CMH was accounted for as an equity accounted investment. The carrying value of the equity accounted investment of $2.0 million was derecognized and included in the acquisition cost allocated to the assets and liabilities acquired. |
Non-controlling interests
Non-controlling interests | 12 Months Ended |
Dec. 31, 2021 | |
Non-controlling interests | |
Non-controlling interests | 22. Non-controlling interests: The Company held a controlling interest in several entities that are not wholly-owned. The associated non-controlling interests and portion of assets and liabilities represented by these subsidiaries are shown below. The assets and liabilities of these entities are not readily accessible by the Company for general corporate purposes as distribution may require the consent of other shareholders. Kaizen VRB Cordoba Other Total Balance at January 1, 2020 249 250 (675) (59) (235) Non-controlling interests share of loss (1,141) (480) (2,954) (43) (4,618) Changes in non-controlling interests arising from changes in ownership interest 342 — 11,167 — 11,509 Other changes in non-controlling interests (50) (14) 77 41 54 Balance at December 31, 2020 (600) (244) 7,615 (61) 6,710 Non-controlling interests share of loss (788) (879) (7,481) (43) (9,191) Changes in non-controlling interests arising from changes in ownership interest 2,415 — 5,694 (1) 8,108 Other changes in non-controlling interests 45 — 176 33 254 Balance at December 31, 2021 $ 1,072 $ (1,123) $ 6,004 $ (72) $ 5,881 Kaizen VRB Cordoba Other Total Ownership percentage at December 31, 2021: 82.7 % 90.0 % 63.3 % 94.3 % Assets and liabilities belonging to the Company’s principal non-wholly owned subsidiaries as of December 31, 2021 are as follows: Total assets 7,680 27,641 20,059 6,152 61,532 Total liabilities 1,487 38,894 5,566 7,501 53,448 Net assets 6,193 (11,253) 14,493 (1,349) 8,084 VRB’s liabilities as at December 31, 2021 include a loan payable to Ivanhoe Electric of $10.3 million. Each of the non-wholly owned subsidiaries do not have retained earnings as they carry an accumulated deficit. Net assets of non-wholly owned subsidiaries are restricted from being transferred to Ivanhoe Electric without the other shareholders’ consent. The Company and its wholly-owned subsidiaries do not guarantee the obligations of the non-wholly owned subsidiaries and, as such, the creditors of the non-wholly owned subsidiaries do not have recourse against the Company or its wholly owned subsidiaries. In addition, the Company is restricted from paying dividends from non-wholly owned subsidiaries without the other shareholders’ consent. During 2021, VRB raised capital through the issuance of convertible debt (Note 16(b)) resulting in VRB becoming a VIE. Except as disclosed above, the Company has not provided additional subordinated financial support to VRB as at December 31, 2021, although the Company is not precluded from doing so in the future. Ivanhoe Electric does not provide any guarantees or have any commitments to fund VRB. Other creditors of VRB do not have recourse against Ivanhoe Electric. Further information about VRB, including its impact on the Company’s loss from operations, is presented as the Energy Storage segment in Note 28. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income taxes | |
Income taxes | 23. Income taxes: Major components of the Company’s income tax (provision) / benefit for the years ended December 31, 2021, 2020 and 2019 are as follows: Year ended December 31, 2021 2020 2019 Current: U.S. Operations $ — $ — Foreign 675 1,024 2 Total current income tax provision / (benefit) 675 1,024 2 Deferred: U.S. Operations — — — Foreign (191) (643) (719) Total deferred income tax provision / (benefit) (191) (643) (719) Total income tax provision / (benefit) $ 484 $ 381 $ (717) Income (loss) from continuing operations before income taxes for the years ended December 31, 2021, 2020 and 2019 consists of the following: Year ended December 31, 2021 2020 2019 U.S. Operations $ (31,499) $ (5,834) $ 863 Foreign (36,528) (23,637) (30,324) Total $ (68,027) $ (29,471) $ (29,461) The annual income tax benefit (expense) is different from the amount that would be provided by applying the statutory federal income tax rate to the Company’s pretax (loss) income. The reasons for the difference are: Year ended December 31, 2021 2020 2019 U.S. Federal tax rate 21 % 21 % 21 % Expected income tax benefit (expense) at U.S. Federal tax rate $ (14,286) $ (6,189) $ (6,187) Reconciling items: Difference between statutory and foreign tax rate (151) 654 1,796 Permanent differences 3,695 962 (373) Change in valuation allowance 11,823 4,821 4,067 Difference in current versus future tax rates (351) (322) — Impact of changes in tax rates (608) 693 (8) Other 362 (238) (12) Income tax benefit (expense) $ 484 $ 381 $ (717) The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2021 and 2020 are presented below. As at December 31, 2021 2020 Deferred tax assets: Intangible assets $ 91 $ 89 Exploration mineral interest 19,488 14,004 Net operating losses 22,498 17,249 Foreign capital losses 4,285 4,251 Share issuance costs 202 179 Convertible debt 960 — Other 97 15 Total gross deferred tax assets 47,621 35,787 Less: valuation allowance (45,619) (35,521) Net deferred tax assets 2,002 266 Deferred tax liabilities: Exploration mineral interest (6,303) (4,585) Intangible assets — (162) Property, plant and equipment (1,081) (1,828) Total gross deferred tax liabilities (7,384) (6,575) Net deferred tax liability $ (5,382) $ (6,309) The Company evaluated the positive and negative evidence available to determine the amount of valuation allowance required on its deferred tax assets. Due to the early stage of exploration, the Company has recognized a valuation allowance against deferred income tax assets in excess of those supported by the reversal of taxable temporary differences. As of December 31, 2021, a $45.7 million valuation allowance has been provided. The changes in the valuation allowance for the years ended December 31, 2021 and 2020 are as follows: As at December 31, 2021 2020 Balance, beginning of year $ (35,521) $ (30,742) (Increase) decrease due to foreign currency translation 1,614 (195) (Increase) related to non-utilization of deferred tax assets due to uncertainty of recovery and (increase) related to non-utilization of net operating loss carryforwards (11,823) (4,717) Decrease related to utilization and expiration of deferred tax assets, other 111 242 Items in equity — (109) Balance, end of year (45,619) (35,521) As of December 31, 2021, the Company has the following net operating loss carryforwards for income tax purposes: Country Losses Expiry U.S.A. $ 24,651 2036 to 2041 Canada 44,790 2030 to 2041 China 21,697 2026 to 2031 Colombia 46 2030 to 2032 Peru 64 Indefinite The Company’s utilization of U.S. net operating loss carryforwards may be subject to annual limitations if there is a change in control as defined under Internal Revenue Code Section 382. As of December 31, 2021, no change in control has occurred in the Ivanhoe Electric group. The Company file’s income tax returns in the U.S. federal jurisdiction, various U.S. state and foreign jurisdictions. The Company had no unrecognized income tax benefits as of December 31, 2021 or 2020. Due to the net operating loss carryover position coupled with the lack of any unrecognized tax benefits, the Company has not provided for any interest or penalties associated with any uncertain tax positions. If interest and penalties were to be assessed, the Company would charge interest to interest expense, and penalties to general and administrative expense. It is not anticipated that there will be any significant changes to unrecognized tax benefits within the next 12 months. The Company has not recognized a deferred tax liability related to its investments in foreign subsidiaries that are essentially permanent in duration. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries. |
Related party transactions
Related party transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related party transactions | ||
Related party transactions | 12. 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 Parent The nature of the Company’s related party relationship with the Parent is disclosed in Note 1. Cost allocations Prior to completing the restructuring described in Note 1, the Parent incurred corporate and technical costs attributable to the Company and the Nimba Project. Accordingly, the condensed interim consolidated and combined carve-out financial statements include costs allocations from the Parent, including executive oversight, occupancy, office overhead, accounting, tax, treasury, legal, information technology, human resources and mineral exploration. These allocations were made on the basis of direct usage. All such amounts were deemed incurred and settled by the Company in the period in which the costs were recorded and are included in net parent investment. Allocated costs for the four months ended April 30, 2021 totaled $1.3 million and are solely from the period prior to the restructuring. The allocated costs are primarily included in general and administrative expenses and exploration expenses in the consolidated and combined statements of loss. Other related parties The following table summarizes transactions between the Company and significant related parties. Transactions for the Transactions for the three months ended nine months ended Balance outstanding as at September 30, September 30, September 30, December 31, 2022 2021 2022 2021 2022 2021 Total Expenses Global Mining (Note a) 1,249 993 3,485 1,879 9,567 5,129 Ivanhoe Capital Aviation (Note b) — — 250 1,167 750 1,167 I-Pulse (Note c) 73 — 286 — 286 — HPX (Note d) — — — — — 487 Total 1,322 993 4,021 3,046 10,603 6,783 Advances Global Mining (Note a) 1,757 1,855 — — — — Transactions for the Transactions for the nine three months ended months ended September 30, September 30, 2022 2021 2022 2021 Expense classification General and administrative expenses 1,626 2,052 4,678 3,987 Exploration expenses 2,395 994 5,925 2,796 4,021 3,046 10,603 6,783 (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 Parent and the Company on a cost-recovery basis. The Company held 7.1% of Global Mining’s outstanding common shares at September 30, 2022 (December 31, 2021 — 7.1% ). Transactions incurred with Global Mining include cost allocations from the Parent totaling $645,000 from the period January 1, 2021 to April 30, 2021. (b) Ivanhoe Capital Aviation (“ICA”) is an entity beneficially owned by the Company’s Chief Executive Officer and Chairman. ICA provides use of its aircraft to the Company. (c) I-Pulse Inc. (“I-Pulse”) is a significant shareholder of the Company. The Company has reimbursed I-Pulse certain consulting expenses paid by I-Pulse on the Company’s behalf. (d) HPX was the parent of the Company prior to the restructuring on April 30, 2021 (Note 1). Post restructuring there was reimbursement to HPX for certain costs paid by HPX on the Company’s behalf. | 24. 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 Parent The nature of the Company’s related party relationship with the Parent is disclosed in Note 1. Cost allocations Prior to completing the restructuring described in Note 1, the Parent incurred corporate and technical costs attributable to the Company and the Nimba Project. Accordingly, the consolidated and combined carve-out financial statements include costs allocations from the Parent, including executive oversight, occupancy, office overhead, accounting, tax, treasury, legal, information technology, human resources and mineral exploration. These allocations were made on the basis of direct usage. All such amounts were deemed incurred and settled by the Company in the period in which the costs were recorded and are included in net parent investment. Allocated costs for the four months ended April 30, 2021 totalled $1.3 million and are solely from the period prior to the restructuring (Years ended December 31, 2020 and 2019 — $7.0 million and $6.6 million). The allocated costs are primarily included in general and administrative expenses and exploration expenses in the consolidated and combined statements of loss. Financing activities Equity and debt financing transactions between the Parent and Company are included in these consolidated and combined carve- out financial statements, with intercompany loans from the Parent deemed forgiven at the time of recognition unless they were intended to be cash-settled. Loans from the Parent that were intended to be cash-settled are as follows: December 31, December 31, 2021 2020 CGI (Note a) $ — $ 5,756 $ — $ 5,756 (a) CGI had demand loans with HPX bearing interest at the rate of 8% per annum. On April 30, 2021, HPX’s corresponding $5.9 million loan receivable from CGI formed part of the Contributed Assets received by Ivanhoe Electric in the restructuring. This amount was recognized on the contribution date and is eliminated on consolidation. Other related parties The following table summarizes transactions between the Company and certain significant related parties. Transactions for the year ended Balance outstanding as at December 31, December 31, 2021 2020 2021 2020 2019 Total Expenses Global Mining (Note a) 993 262 6,776 5,710 6,213 Ivanhoe Capital Aviation (Note b) — — 1,417 — — HPX (Note c) — — 499 — — Total 993 262 8,692 5,710 6,213 Advances Global Mining (Note a) 1,855 1,307 — — — Transactions for the year ended December 31, 2021 2020 2019 Expense classification General and administrative expenses 5,454 3,060 3,248 Exploration expenses 3,238 2,650 2,965 8,692 5,710 6,213 (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 Parent and the Company on a cost-recovery basis. The Company held 7.1% of Global Mining’s outstanding common shares at December 31, 2021. Transactions incurred with Global Mining for the year ended December 31, 2021, include cost allocations from the Parent totaling $645,000 (2020 — $2.4 million; 2019 — $2.2 million). On April 30, 2021, the Contributed Assets received by Ivanhoe Electric included working capital advances to Global Mining totaling $791,000 (Note 1). These advances were recognized on the contribution date. (b) Ivanhoe Capital Aviation (“ICA”) is an entity beneficially owned by the Company’s Chief Executive Officer and Chairman. ICA provides use of its aircraft to the Company. (c) HPX was the parent of the Company prior to the restructuring on April 30, 2021 (Note 1). Post restructuring there has been reimbursement to HPX for certain costs paid by HPX on the Company’s behalf. |
Net loss per share_
Net loss per share: | 12 Months Ended |
Dec. 31, 2021 | |
Net loss per share: | |
Net loss per share: | 25. Net loss per share: Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Year ended December 31, 2021 2020 2019 Net loss attributable to common stockholders or parent $ 59,320 $ 25,234 $ 24,634 Weighted-average number of shares outstanding Basic and diluted 61,502,094 59,909,344 59,909,344 Basic and diluted net loss per share $ 0.96 $ 0.42 $ 0.41 For purposes of this calculation, convertible debt, and options to purchase common stock are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. |
Fair value measurement_
Fair value measurement: | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair value measurement | ||
Fair value measurement: | 13. 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: September 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets: Investments subject to significant influence 5,882 — — 7,044 — — Other investments 1,621 — — 1,802 — — Total financial assets $ 7,503 $ — $ — $ 8,846 $ — $ — Financial liabilities: Convertible notes — — — — — 54,975 Deferred consideration payable — — — — — 26,562 Total financial liabilities $ — $ — $ — $ — $ — $ 81,537 The Ivanhoe Electric Series 1 and Series 2 Convertible Notes were converted into common stock of the Company on June 30, 2022 (Note 8(a)). | 26. 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: December 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets: Investments subject to significant influence 7,044 — — 6,707 — — Other investments 1,802 — — 1,196 — — Total financial assets $ 8,846 $ — $ — $ 7,903 $ — $ — Financial liabilities: Ivanhoe Electric convertible notes — — 54,975 — — — Deferred consideration payable — — 26,562 — — — Total financial liabilities $ — $ — $ 81,537 $ — $ — $ — The only movement of level three instruments during the year ended December 31, 2021 was the issuance and change in fair value of the Ivanhoe Electric convertible debt and the change in deferred consideration payable. |
Financial risk management_
Financial risk management: | 12 Months Ended |
Dec. 31, 2021 | |
Financial risk management: | |
Financial risk management: | 27. Financial risk management: The Company is exposed in varying degrees to credit, liquidity, and market risk through its use of financial instruments. The types of risk exposure and the way in which such exposures are managed are as follows: (a) Credit risk: The Company’s principal financial assets are cash and cash equivalents and accounts receivable. The Company’s credit risk is primarily attributable to its accounts receivable. The Company’s maximum exposure to credit risk is approximately $1.4 million. The Company regularly reviews its receivables and the economic conditions to determine whether an allowance for expected losses is necessary. Cash at bank is held with credit worthy financial institutions. The Company has no significant concentration of credit risk other than its accounts receivable and the Company’s credit risk has not changed significantly during the years ended December 31, 2021 and 2020. |
Segment reporting
Segment reporting | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Segment reporting | ||
Segment reporting | 14. Segment reporting: The Company’s Chief Executive Officer and Chairman 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, software licensing 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. Segment information for the periods presented is as follows: Three months ended September 30, 2022 Nine months ended September 30, 2022 Critical Data Energy Critical Data Energy Metals Processing Storage Total Metals Processing Storage Total Revenue $ — $ 554 $ 627 $ 1,181 $ — $ 7,545 $ 627 $ 8,172 Intersegment revenues — 89 — 89 — 228 — 228 Loss (income) from operations 38,669 640 2,400 41,709 86,552 (3,956) 6,005 88,601 Segment Assets 267,548 6,542 20,712 294,802 267,548 6,542 20,712 294,802 Three months ended September 30, 2021 Nine months ended September 30, 2021 Critical Data Energy Critical Data Energy Metals Processing Storage Total Metals Processing Storage Total Revenue $ — $ 1,043 $ 2 $ 1,045 $ — $ 3,993 $ 106 $ 4,099 Intersegment revenues — 56 — 56 — 100 — 100 Loss (income) from operations 15,630 185 2,548 18,363 33,770 (97) 4,863 38,536 Segment Assets 106,723 8,008 30,126 144,857 106,723 8,008 30,126 144,857 | 28. Segment reporting: The Company’s Chief Executive Officer and Chairman and of the Board 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, technology 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. Segment information for the periods presented is as follows: As at and for the year ended December 31, 2021 Critical Metals Data Processing Energy Storage Total Revenue $ — $ 4,512 $ 140 $ 4,652 Intersegment revenues — 112 — 112 Loss from operations 53,188 633 6,928 60,749 Depreciation and amortization 826 2,865 559 4,250 Segment Assets 119,738 6,152 27,641 153,531 Expenditures for segment assets 14,832 8 341 15,181 Investments subject to significant influence 7,701 — — 7,701 As at and for the year ended December 31, 2020 Critical Metals Data Processing Energy Storage Total Revenue $ 185 $ 4,212 $ 236 $ 4,633 Intersegment revenues — 135 — 135 Loss from operations 21,054 752 4,795 26,601 Depreciation and amortization 790 2,783 466 4,039 Segment Assets 52,041 10,348 9,332 71,721 Expenditures for segment assets 14,911 7 85 15,003 Investments subject to significant influence 7,727 — — 7,727 As at and for the year ended December 31, 2019 Critical Metals Data Processing Energy Storage Total Revenue $ 278 $ 3,032 $ 442 $ 3,752 Intersegment revenues — 117 — 117 Loss from operations 18,477 1,293 6,410 26,180 Depreciation and amortization 595 2,718 563 3,876 Segment Assets 33,502 11,802 7,473 52,777 Expenditures for segment assets 3,969 5 32 4,006 Investments subject to significant influence 14,438 — — 14,438 The following tables illustrate the geographic makeup of the Company’s revenues and long-lived assets. Year ended December 31, Revenue 2021 2020 2019 Canada $ 4,512 $ 4,212 $ 3,032 China 140 236 442 Other — 185 278 Total $ 4,652 $ 4,633 $ 3,752 Revenues are attributed to countries based on the location in which the sale originated. As at December 31, Long-lived assets 2021 2020 U.S.A $ 55,781 $ 14,584 Colombia 14,604 14,409 Peru 2,558 2,529 China 764 989 Other 147 181 Total $ 73,854 $ 32,692 Long-lived assets comprise the Company’s exploration mineral interests (excluding the mineral royalty) and property, plant and equipment. Long-lived assets reconcile to segment assets and the balance sheet as follows: As at December 31, 2021 2020 Total long-lived assets $ 73,854 $ 32,692 Total current assets 58,265 16,826 Mineral Royalty (Note 10(e)) 1,708 1,708 Investments subject to significant influence 7,701 7,727 Other investments 1,802 1,196 Intangible assets 4,340 7,451 Other non-current assets 5,861 4,121 Total assets and segment assets $ 153,531 $ 71,721 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and contingencies | ||
Commitments and contingencies | 15. Commitments and contingencies: 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. | 29. Commitments and contingencies: In addition to commitments disclosed in Note 12 related to leases, the Company has entered into a contractual arrangement to upgrade its proprietary geophysical transmitting equipment. These costs are expected to total approximately $1.9 million and occur in 2022. 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, we are not currently a party to any legal proceedings the outcome of which, if determined adversely to us, are believed to, either individually or taken together, have a material adverse effect on our business, financial condition or results of operations. |
Subsequent events
Subsequent events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent events | ||
Subsequent events | 16. Subsequent events: On October 24, 2022 the Company entered into an agreement with I-Pulse, a related party of the company, to purchase six Typhoon™ transmitters to be delivered in stages over the course of the next thirty-nine months. The Company uses Typhoon™ to conduct geophysical electrical surveys on exploration targets. The total purchase price for the six Typhoon™ transmitters is $12.4 million (12.6 million Euros). The agreement also includes annual maintenance costs of $1.7 million (1.7 million Euros) per year. In October 2022, the Company made upfront payments totaling $7.1 million (7.1 million Euros). The remaining payments will be made as each Typhoon™ transmitter system is delivered. | 30. Subsequent events: The Company performed an evaluation of subsequent events through April 21, 2022, the date the consolidated and combined carve-out financial statements were available to be issued, for events requiring recording or disclosure, except for the 3-for-1 reverse stock split described in Note 1 for which the date is June 16, 2022. The Company has identified the following subsequent events: (a) On April 5, 2022, the Company completed a convertible note financing in which it raised $ 86.2 million in gross proceeds. The unsecured convertible promissory notes convert on the consummation of an IPO that results in gross proceeds of at least $25.0 million. The convertible notes bear interest at 3% per annum and mature on July 31, 2023. The convertible notes, including any accrued but unpaid interest, will automatically convert into shares of Ivanhoe Electric’s common stock at a price per share equal to: ● a 10 % discount to the gross price per share at which common stock is sold in the IPO, should the IPO occur on or before September 30, 2022; ● a 15 % discount to the gross price per share at which common stock is sold in the IPO, should the IPO occur on or before December 31, 2022; ● a 20 % discount to the gross price per share at which common stock is sold in the IPO, should the IPO occur on or after January 1, 2023 and prior to the maturity date. If the notes have not been converted by July 21, 2023, the Company has the option, at its sole discretion, to repay the amount outstanding, including accrued and unpaid interest, in cash or convert some or all of the amount outstanding into common stock of the Company at a price per share of $9.39. (b) Subsequent to December 31, 2021, the Company executed an earn-in agreement with respect to the following exploration project: Earn-In Expenditures Expenditures Required to Cumulative Necessary to Achieve Earn-In Earn Initial Maximum Maximum Expenditures as of Ownership Ownership Potential Project December 31, 2021 Interest Interest Ownership Carolina $ — $ 6.0 million $ 26.0 million 85 % |
Significant accounting polici_2
Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Significant accounting policies | |
Basis of measurement | (a) Basis of measurement: These consolidated and combined carve-out financial statements have been prepared on the historical cost basis except as disclosed in these accounting policies. |
Basis of combination | (b) Basis of combination: The consolidated and combined carve-out financial statements include the accounts of the Company and entities controlled by HPX transferred to Ivanhoe Electric at the time of the restructuring. For entities controlled through less than a 100% ownership interest, a non-controlling interest is recorded to reflect the non-controlling interest’s share of the net loss and net assets of the entity. Principles of consolidation: The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (“VIE”) or the voting interest model. An entity is considered to be a VIE if any of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of the equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. The Company consolidates entities that are VIEs when the Company determines it is the primary beneficiary. Generally, the primary beneficiary of a VIE is a reporting entity that has (a) the power to direct the activities that most significantly affect the VIE’s economic performance, and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company’s VIE’s are discussed in Note 20 (Earn-in Options) and Note 22 (Non-controlling Interests). |
Foreign currency | (c) Foreign currency: The functional currency and reporting currency of Ivanhoe Electric is the U.S. dollar. Each subsidiary determines its own functional currency based on the primary economic environment in which it operates. ( i ) Foreign currency translation: Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange in effect on the balance sheet date. Transactions in currencies other than the functional currency are measured and recorded in the functional currency at the exchange rate prevailing on the transaction date, and exchange differences arising on remeasurement are recognized in net loss. ( ii ) Foreign operations: The assets and liabilities of foreign operations whose functional currency is other than the reporting currency are translated into U.S. dollars at the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rates for the year. Translation adjustments are shown as a component of other comprehensive income. |
Cash and cash equivalents | (d) Cash and cash equivalents: Cash and cash equivalents comprise deposits held with banks and other short-term highly liquid investments with original maturities of three months or less that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value. |
Trade accounts receivable | (e) Trade accounts receivable: Trade accounts receivable are recorded at cost and do not bear interest. Management evaluates all accounts periodically and an allowance is established based on the best facts available. Management considers historical realization data, accounts receivable aging trends, other operational trends and reasonable forecasts to estimate the collectability of receivables. After all reasonable attempts to collect a receivable have been exhausted, the receivable is written off against the allowance for doubtful accounts. |
Inventory | (f) Inventory: Inventories are stated at the lower of cost and net realizable value. Cost comprises direct materials and where applicable, direct labor costs and overheads that have been incurred in bringing the inventory to its present location and condition. Cost is calculated using the weighted average cost method. Net realizable value represents the estimated selling price less all estimated costs of completion and costs necessary to make the sale. Where cost exceeds net realizable value, the recorded value of inventory is written down to its net realizable value, and such impairment losses are not reversed in future periods. |
Investments subject to significant influence | (g) Investments subject to significant influence: The Company accounts for its investments over which it has significant influence or joint control, but not a controlling financial interest, using the equity method of accounting unless it has elected to account for an investment subject to significant influence at fair value. Interests in equity-accounted investees are recognized initially at cost. Subsequently, the Company adjusts the carrying amount of the investments to fair value where the fair value option has been elected or recognizes its share of earnings or losses of the investees where applying the equity method. Where investee’s financial information is not produced in a sufficiently timely manner for the Company to apply the equity method of accounting in its consolidated financial statements, the Company records its share of earnings and losses on a lag, not to exceed three months. When a lag period is applied, the Company discloses all material intervening events. The Company evaluates its equity method investments for potential impairment whenever events or changes in circumstances indicate that there is an other-than-temporary decline in the value of the investment. Declines in fair value that are deemed to be other-than- temporary are charged to other expenses. |
Other investments | (h) Other investments Changes in the fair value for equity securities with a readily determinable fair value are reported in the combined carve-out statement of loss. The Company records equity securities without readily determinable fair values (such as investment in common stock, warrants and options of privately held companies) at cost, less impairment, and makes subsequent adjustments to the carrying values for observable price changes for the identical or a similar investment of the same issuer. Equity securities without readily determinable fair values are written down to their fair value if a qualitative assessment indicates that the investment is impaired and the fair value of the investment is less than its carrying amount. |
Derivatives | (i) Derivatives Derivative instruments and embedded derivatives on the balance sheet are carried at fair value with changes in fair value recorded in earnings unless hedge accounting applies. The Company has not applied hedge accounting to any derivatives. |
Mineral interests and exploration expense | (j) Mineral interests and exploration expense Direct costs for the acquisition of mineral exploration rights, including option payments, are capitalized and recorded initially at cost as mineral interests. Exploration and evaluation costs are expensed in the period incurred until such time as it has been determined that a mineral property has proven and probable reserves, in which case subsequent evaluation and costs incurred to develop a mineral property are capitalized. Mineral interests are not amortized until the underlying property is converted to the production stage, at which point the mineral interests are amortized over the estimated recoverable proven and probable reserves. Exploration and evaluation costs include topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling, and activities in relation to evaluating the technical feasibility and commercial viability of extracting a mineral resource, as well as value-added taxes in relation to these direct exploration and evaluation costs incurred in foreign jurisdictions when recoverability of those taxes is uncertain. Exploration and evaluation costs include funding exploration and evaluation costs pursuant to earn-in arrangements through which the Company has the right to fund exploration and evaluation activities on assets owned by a third party and the opportunity to earn into a partial ownership position directly or indirectly in the underlying assets upon reaching specified funding thresholds. Earn-in arrangements generally provide no commitment by the Company for future funding and the Company is not entitled to any economic returns associated with the underlying mineral interests unless the Company chooses to fund to certain levels. |
Property, plant and equipment | (k) Property, plant and equipment: Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Major expenditures for replacements and significant improvements that increase asset values and extend useful lives are capitalized. The cost of property, plant and equipment, less its estimated residual value, is depreciated over its estimated useful lives using the straight-line method on the following bases: Asset Basis Equipment and vehicles 3 to 10 years Computer equipment 3 to 5 years Leasehold improvements Shorter of useful life and remaining lease term The useful lives, residual values and depreciation method are reviewed annually, with the effect of any changes in estimate accounted for on a prospective basis. |
Leases | (l) Leases: The Company assesses whether a contract is or contains a lease, at the inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the Company has the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement and if the Company has the right to direct the use of the asset. The Company recognizes a right-of-use asset (“ROU asset”) and a corresponding lease liability at the commencement of the lease, except the company has elected not to recognize ROU assets and liabilities for leases where the total lease term is less than or equal to 12 months. The Company has elected to treat the lease and non-lease components of office leases as a single lease component. Lease liabilities are initially measured at the present value of the unpaid lease payments at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease liabilities are subsequently measured by increasing the carrying amount to reflect interest on the lease liability and by reducing the carrying amount to reflect the lease payments made. Operating Leases The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the Company records the amortization of the ROU assets and the accretion of the lease liabilities as a single lease cost on a straight-line basis over the lease term. Finance Leases For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is included in depreciation and interest expense on the lease liability is included in interest expense. |
Intangible assets | (m) Intangible assets: Intangible assets with finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over the asset estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in the estimate being accounted for on a prospective basis. The estimated useful lives of intangibles are: Asset Basis Patents and licenses 5 to 20 years Software 1 to 5 years Artificial Intelligence intellectual property 5 years |
Impairment of long-lived assets | (n) Impairment of long-lived assets: Long-lived assets, such as property, plant, and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values or third-party independent appraisals. |
Revenue recognition | (o) Revenue recognition: The Company recognizes revenue from the following major sources: ● Data processing services; ● Sale of software licenses; and ● Sale of renewable energy storage systems. ( i ) Data processing services: The Company sells data processing services to customers in the mineral, oil & gas and water exploration industries. The Company enters into contracts with customers with single and multiple deliverables or performance obligations. General payment terms are net 15 days. A performance obligation is a promise in a contract with a customer to transfer products or services that are distinct. Determining whether products or services are distinct performance obligations that should be accounted for separately, or combined as one unit of accounting and the allocation of the transaction price to each distinct performance obligation may require significant judgment. For short term contracts with a single deliverable, the Company recognizes revenue at the point in time when it transfers control of a distinct performance obligation to a customer. Control transfers on the agreed upon deliverable being delivered to the customer, the customer accepting the deliverable and the Company has not retained any significant risk of future obligations with respect to the service being provided. The Company is also entered into arrangements for the provision of long-term data processing services. Such services are recognized as a performance obligation satisfied over time. Revenue is recognized for these services based on the stage of completion of the contract using the most appropriate measure of progress towards complete satisfaction of the performance obligations. Payment for these services is in accordance with an agreed billing schedule and therefore either (i) a contract asset is recognized over the period in which the services are performed, representing the Company’s right to consideration for the services performed to date, or (ii) a contract liability is recognized until the corresponding services have been provided. (ii) Sale of software licenses: The Company enters into software license agreements where it provides the use of software to the customer. The Company recognizes revenue at the point in time that it satisfies its performance obligation by making the software available for download, meeting customer specific acceptance criteria, where applicable, and having reasonable certainty that the consideration will be received. Revenue is measured based on the consideration specified in a contract with a customer. (iii) Sale of energy storage systems: The Company designs, develops, and manufactures energy storage systems as products as well as energy storage solutions and operations & maintenance (“O&M”) services. Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring a promised good or service to a customer. Energy storage systems as products are transferred at a point in time when the customer obtains control of the product, which is typically upon shipment, delivery, installation and commissioning, depending on the contract terms. Revenue is recognized for sales of battery storage solutions over time based on the estimated progress to completion using a cost-based input method. In applying the cost-based input method of revenue recognition, we use the actual costs incurred relative to the total estimated costs to determine progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize. The cost based input method of revenue recognition is considered a faithful depiction of efforts to satisfy energy storage solutions and therefore reflect the transfer of goods or services to a customer under such contracts. Costs incurred towards contract completion may include costs associated with direct materials, labor, subcontractors, and other indirect costs related to contract performance. The cost-based input method of revenue recognition requires the Company to make estimates of net contract revenues and costs to complete projects. O&M services are transferred over time when customers receive and consume the benefits provided by the Company’s performance under the terms of service arrangements. |
Contingent liabilities | (p) Contingent liabilities: ( i ) Warranties: The Company provides maintenance on energy storage products during the warranty period, usually 1 to 5 years. Costs of warranty include the cost of labor, material and related overhead necessary to repair a product during the warranty period. The Company accrues for the estimated cost of the warranty on products shipped upon recognition of the sale of the product. The costs are estimated based on actual historical expenses incurred and on estimated future expenses related to current sales, and are updated each reporting period. ( ii ) Asset retirement obligations: The Company recognizes asset retirement obligations arising from regulatory, contractual or other legal requirements to perform certain property and asset reclamation activities at the end of the respective asset life. Asset retirement obligations are recorded when environmental disturbance occurs, accompanied by a legal obligation to remediate. Asset retirement obligations, or increases therein, are initially measured at fair value and subsequently adjusted for accretion expense and changes in the amount or timing of the estimated cash flows. |
Research and development costs | (q) Research and development costs: Expenditure on research and development activities is recognised as an expense in the period in which it is incurred. |
Share-based compensation | (r) Share-based compensation: The Company recognizes employee stock-based compensation as an expense in the consolidated and combined carve-out financial statements. Equity-classified awards are measured at the grant date fair value of the award. The Company estimates grant date fair value using the Black-Scholes option valuation model using the grant date stock price, dividend yield, estimated amounts for volatility of the Company’s stock, the expected life of the awards and the risk-free interest rate. Compensation expense is recognized over the requisite service period for each separate tranche of the award. Forfeitures are accounted for as they occur. |
Income taxes | (s) Income taxes: Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of uncertain income tax positions if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties, if any, in general and administrative expenses. Each reporting period, the Company reviews its deferred tax assets for the possibility they will not be realized. A valuation allowance will be recorded if it is more likely than not that a deferred tax asset will not be realized. |
Fair value measurements | (t) Fair value measurements: The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (Note 26): ● Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible at the measurement date. ● Level 2: Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Net loss per share | (u) Net loss per share: Basic and diluted loss per share attributable to common stockholders are computed by dividing the net loss available to common stockholders by the weighted-average number of common shares outstanding for the respective period presented. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period, except to the extent they are antidilutive. |
Convertible debt | (v) Convertible debt: Upon the issuance of convertible debt, the Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the statement of consolidated and combined loss. If the conversion feature does not require derivative treatment, the instrument is evaluated for consideration of any beneficial conversion features or cash conversion features. The equity component, if any, is treated as a discount on the liability component of the convertible debt, which is amortized over the term of the convertible debt using the effective interest rate method. When it has been determined an instrument does not have an equity component, the Company may elect to account for the instrument at fair value with changes in fair value recorded in the statement of consolidated and combined loss, except with respect to changes in value caused by changes in the Company’s own credit risk. |
Debt and equity issuance costs | (w) Debt and equity issuance costs: Debt issuance costs directly related to a debt liability, including fees, commissions and legal expenses, are deferred and presented as a direct reduction from the carrying amount of the debt and amortized on an effective interest rate method over the term of the liability. Amortization of debt issuance costs is included in interest expense in the Company’s consolidated and combined carve-out statement of loss. For debt where the company has elected fair value accounting under ASC 825, debt issuance costs are expensed on recognition in the Company’s consolidated and combined carve-out statement of net loss. Costs directly attributable to the issuance of equity in the Company are netted against the gross proceeds of the equity. |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Significant accounting policies | |
Schedule of estimated useful lives of property, plant and equipment | Asset Basis Equipment and vehicles 3 to 10 years Computer equipment 3 to 5 years Leasehold improvements Shorter of useful life and remaining lease term |
Schedule of estimated useful lives of intangible assets | Asset Basis Patents and licenses 5 to 20 years Software 1 to 5 years Artificial Intelligence intellectual property 5 years |
Accounts receivable (Tables)
Accounts receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts receivable | |
Schedule of accounts receivable | December 31, December 31, 2021 2020 Trade accounts receivable $ 881 $ 2,016 Other receivables 504 825 $ 1,385 $ 2,841 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory | |
Schedule of components of inventory | December 31, December 31, 2021 2020 Raw materials $ 5,129 $ 2,922 Work-in-progress 749 616 $ 5,878 $ 3,538 |
Investments subject to signif_2
Investments subject to significant influence: (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Investments subject to significant influence | ||
Schedule of investments subject to significant influence | Carried at fair value Equity method Sama Fjordland SNC Total Balance at December 31, 2021 5,719 1,325 657 7,701 Change in fair value (245) (876) — (1,121) Investment — — 3,601 3,601 Share of loss — — (3,077) (3,077) Foreign currency translation — (41) (64) (105) Balance at September 30, 2022 $ 5,474 $ 408 $ 1,117 $ 6,999 | Carried at fair value Equity Method CMH & Sama Fjordland SNC Omnisom (Note a) (Note b) (Note c) (Note d) Other Total Balance at January 1, 2019 $ 6,689 $ 1,077 $ — $ 3,101 $ 993 $ 11,860 Purchase of shares 5,318 — — — — 5,318 Change in fair value (1,534) (686) — — — (2,220) Share of loss — — — (66) (24) (90) Derecognition of investment (464) — — — — (464) Foreign currency translation — 40 — — (6) 34 Balance at December 31, 2019 10,009 431 — 3,035 963 14,438 Change in fair value (4,511) 734 — — — (3,777) Share of loss — — — (37) (34) (71) Derecognition of investment — — — (2,998) — (2,998) Foreign currency translation — 44 — — 91 135 Balance at December 31, 2020 5,498 1,209 — — 1,020 7,727 Investment — — 870 — — 870 Change in fair value 221 91 — — — 312 Share of loss — — (213) — — (213) Impairment — — — — (954) (954) Foreign currency translation — 25 — — (66) (41) Balance at December 31, 2021 $ 5,719 $ 1,325 $ 657 $ — $ — $ 7,701 (a) Sama: Sama is a mineral exploration company, listed on the TSX Venture Exchange, focused on exploring nickel — copper projects in Ivory Coast, West Africa. As at December 31, 2021, the Company owned 22.8% (December 31, 2020 — 23.1%) of the issued and outstanding common shares in Sama. (b) Fjordland: Fjordland is a mineral exploration company, listed on the TSX Venture Exchange, focused on the exploration and acquisition of nickel, copper and cobalt projects in Canada. As at December 31, 2021, the Company owned 18.8% (December 31, 2020 — 27.9%) of the issued and outstanding common shares of Fjordland. The Company has an earn-in agreement with Fjordland on its South Voisey’s Bay Project (Note 20). (c) SNC: The Company has an earn-in agreement with Sama (Note 20), whereby the Company can earn up to a 60% interest in SNC, a subsidiary of Sama that owns the Ivory Coast Project. On August 27, 2021 the Company funded a $870,000 cash call to SNC which resulted in surpassing the spending threshold to earn its initial 30% minority equity interest in SNC. The Company accounts for its 30% interest in SNC using the equity method. (d) CMH and Omnisom: As at December 31, 2019, the Company held a 50.1% ownership of CMH, the owner of the company that held the Alacran Copper- Gold-Silver Deposit (“Alacran Deposit”) in Colombia and of Omnisom. The Company accounted for its 50.1% interests in CMH and Omnisom using the equity method of accounting as certain key strategic, operating, investing and financing policies required unanimous stockholder approval. On June 30, 2020, the Company (through its majority-owned subsidiary Cordoba), acquired the Alacran Deposit (Notes 10(d) and 21, through the acquisition of 100% of the outstanding common shares of CMH. In July 2020, Omnisom’s principal asset, a royalty right on the Alacran property, was transferred to its shareholders, with the intent of winding Omnisom up. The Company received its proportionate share (Note 10(e)) of the royalty. The $1.0 million carrying value of the investment in Omnisom was derecognized and a mineral royalty right asset was recognized (Note 10(e)). |
Exploration mineral interests (
Exploration mineral interests (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Exploration mineral interests | ||
Schedule of exploration mineral interests | Santa Cruz Tintic Project Pinaya Project San Matias Mineral Royalty Other Total Balance at December 31, 2021 $ 35,075 $ 19,588 $ 2,511 $ 13,607 $ 1,708 $ 550 $ 73,039 Acquisition costs 11,252 5,788 — — — 350 17,390 De-recognition (Note a) (5,700) — — — — — (5,700) Foreign currency translation — — 15 — — — 15 Balance at September 30, 2022 $ 40,627 $ 25,376 $ 2,526 $ 13,607 $ 1,708 $ 900 $ 84,744 (a) Terminated land purchase: On November 24, 2021, the Company entered into an agreement to acquire additional land adjacent to the Santa Cruz project and the associated mineral rights. In June 2022, the Company entered into an agreement to extend the closing date of the original agreement to September 20, 2022. The Company elected not to proceed with the transaction and terminated the purchase and sale agreement. Prior to termination of the agreement the Company had capitalized $5.7 million in non-refundable payments. These payments have been de-recognized and recorded as exploration expenses in the condensed interim consolidated and combined carve-out statement of loss (Note 11). | Santa Tintic Pinaya San Mineral Cruz Project Project Matias Royalty (Note a) (Note b) (Note c) (Note d) (Note e) Other Total Balance at January 1, 2020 $ — $ 6,888 $ 2,516 $ — $ 750 $ 150 $ 10,304 Acquisition costs — 7,000 — 13,607 958 150 21,715 Foreign currency translation — — (4) — — — (4) Balance at December 31, 2020 — 13,888 2,512 13,607 1,708 300 32,015 Acquisition costs 35,075 5,700 — — — 250 41,025 Foreign currency translation — — (1) — — (1) Balance at December 31, 2021 $ 35,075 $ 19,588 $ 2,511 $ 13,607 $ 1,708 $ 550 $ 73,039 |
Schedule of further option payments to make in order to complete its purchase of 100% of the assets included in the agreements in Tintic project | Option Year payments 2022 5,788 2023 5,287 Total $ 11,075 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, plant and equipment | |
Summary of property, plant and equipment | December 31, 2021 December 31, 2020 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount depreciation Amount Amount depreciation Amount Equipment and vehicles 3,076 (2,161) 915 2,754 (2,232) 522 Computer equipment 400 (120) 280 584 (328) 256 Leasehold improvements 582 (406) 176 530 (356) 174 Land 720 — 720 718 — 718 Right of use assets 4,435 (4,003) 432 4,274 (3,559) 715 Total property, plant and equipment 9,213 (6,690) 2,523 8,860 (6,475) 2,385 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible assets | |
Summary of intangible assets | December 31, 2021 December 31, 2020 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount amortization Amount Amount amortization Amount Patents and licenses 13,835 (13,328) 507 13,843 (13,019) 824 Computer Software 1,201 (1,194) 7 1,202 (1,195) 7 Artificial intelligence intellectual property 14,119 (10,293) 3,826 14,057 (7,437) 6,620 Total intangible assets 29,155 (24,815) 4,340 29,102 (21,651) 7,451 |
Other non-current assets (Table
Other non-current assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other non-current assets | |
Summary of other non-current assets | December 31, December 31, 2021 2020 Value added taxes recoverable $ 1,699 $ 1,487 Related party advances (Note 24) 1,855 1,307 Other 2,307 1,327 $ 5,861 $ 4,121 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts payable and accrued liabilities | |
Summary of accounts payable and accrued liabilities | December 31, December 31, 2021 2020 Trade accounts payable $ 5,721 $ 1,319 Accrued liabilities 2,888 1,103 Warranty provision 26 108 Payable for Next acquisition (Note a) — 3,211 Other payables 1,560 717 $ 10,195 $ 6,458 (a) Payable for Next acquisition is the remaining amount owed by the Company (through its majority-owned subsidiary CGI) for its purchase of Next Exploration Inc. that was completed in May 2018. The amount owed at December 31, 2020 was paid in full in 2021. |
Convertible debt (Tables)
Convertible debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible debt | ||
Summary of convertible debt | Series 1 Series 2 VRB Convertible Convertible Convertible Notes (Note a) Notes (Note a) bond (Note b) Total Balance at December 31, 2020 $ — $ — $ — $ — Debt issuance 48,621 — 22,857 71,478 Interest expense — — 483 483 Change in fair value 200 — — 200 Balance at September 30, 2021 $ 48,821 $ — $ 23,340 $ 72,161 Balance at December 31, 2021 $ 54,975 $ — $ 23,857 $ 78,832 Debt issuance — 86,200 — 86,200 Interest expense — — 1,541 1,541 Change in fair value 8,709 10,256 — 18,965 Conversion to common stock (63,684) (96,456) — (160,140) Balance at September 30, 2022 $ — $ — $ 25,398 $ 25,398 (a) Ivanhoe Electric convertible notes: (i) Series 1 Convertible Notes: Between August 3, 2021 and November 17, 2021, the Company completed a financing which included the issuance of $50.0 million aggregate principal amount of unsecured convertible promissory notes (“Series 1 Convertible Notes”). Upon completion of the Company’s IPO on June 30, 2022, the Series 1 Convertible Notes, including accrued interest of $0.9 million, were automatically converted into 5,419,923 shares of common stock of the Company at a conversion price of $9.39 per share (Note 9). (ii) On April 5, 2022, the Company completed a financing in which it issued $ 86.2 million aggregate principal amount of unsecured convertible promissory notes (“Series 2 Convertible Notes”). The Series 2 Convertible Notes were unsecured and bore interest at 3% per annum, in arrears and payable on the maturity date of July 31, 2023. Upon completion of the Company’s IPO on June 30, 2022, the Series 2 Convertible Notes, including accrued interest of $0.6 million, were automatically converted into 8,209,035 shares of common stock of the Company at a conversion price of $10.58 per share being a 10 % discount to the gross price per share at which common stock was sold in the IPO (Note 9). The convertible notes along with their embedded features did not contain any equity components, and therefore were recognized as a liability on issuance. The Company elected to measure the convertible notes at fair value, with subsequent changes in fair value recorded in net loss. (b) VRB Convertible bond: 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. The Company has accounted for the convertible bond as a debt instrument accounted at amortized cost. | Ivanhoe Electric VRB Convertible Convertible Notes bond (Note a) (Note b) Total Balance at December 31, 2020 $ — $ — $ — Debt issuance 49,999 22,857 72,856 Finance expense 405 1,000 1,405 Change in fair value 4,571 — 4,571 Balance at December 31, 2021 $ 54,975 $ 23,857 $ 78,832 |
Summary of assumptions used in the valuation of the convertible notes | December 31, 2021 Risk free interest rate 0.48 % to 1.35 % Historical volatility 75 % Dividend yield 0 % | |
Summary of change in the share price assumption that would have impact on fair value of convertible notes | 10% increase 10% decrease Fair in share in share value price price Convertible notes $ 54,975 $ 55,390 $ 54,829 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity | |
Summary of share based payment compensation charged to operations | Year ended December 31, 2021 2020 2019 Ivanhoe Electric (Note a) $ 2,144 $ — $ — Kaizen 211 49 18 Cordoba 784 270 281 VRB 61 56 83 CGI 467 770 — $ 3,667 $ 1,145 $ 382 Year ended December 31, 2021 2020 2019 Cost of sales $ 333 $ 549 $ — Exploration expenses 1,558 58 77 General and administrative expenses 1,776 538 305 $ 3,667 $ 1,145 $ 382 (i) Ivanhoe Electric adopted an equity incentive plan on June 30, 2021. The equity incentive plan permits the issue of stock options to employees and directors for a maximum of 10% of the common shares of Ivanhoe Electric outstanding. Option awards must be granted with an exercise price not less than the fair market value of Ivanhoe Electric’s shares on the date of grant. Stock option grants generally have a five-year term and comprise four equal tranches vesting sequentially over three years . |
Summary of fair value of each stock option estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions | Grant date: June 30, 2021 Fair value of common stock $ 2.49 Expected volatility 73.7 % Expected life of options (in years) 2.6 Expected dividend rate 0 % Risk-free interest rate 0.23 % |
Summary of option activity under the stock option plan and charges during the year | Weighted- Weighted- Average Average Remaining Number Exercise Contractual of options Price Term (years) Outstanding at January 1, 2020 — — — Granted 4,483,322 2.49 — Exercised — — — Forfeited/expired — — — Outstanding at December 31, 2021 4,483,322 $ 2.49 4.5 Exercisable at December 31, 2021 1,120,822 $ 2.49 4.5 |
Revenue_ (Tables)
Revenue: (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue | ||
Schedule of recognized revenue from the major sources | Three months ended Nine months ended September 30: September 30: Revenue type 2022 2021 2022 2021 Software licensing (Note a) $ 2 $ — $ 6,713 $ — Data processing services 552 1,043 832 3,993 Renewable energy storage systems (Note b) 627 2 627 106 Total $ 1,181 $ 1,045 $ 8,172 $ 4,099 (a) On October 15, 2021, the Company entered into a software license agreement whereby the Company provided software that can be used by the licensee in perpetuity for a one-time fee of $6.5 million, which was received in January 2022 and at which time its performance obligation with respect to the license was met. As such, in accordance with the Company’s accounting policy for the sale of software licenses, the license fee revenue was recognized in 2022. Software licensing revenue includes associated services included in the software license agreement. This revenue is included in the data processing segment. (b) At September 30, 2022, the Company had a contract liability of $2.8 million (December 31, 2021 — $3.5 million) relating to the sale of renewable energy storage systems. | Year ended December 31, Revenue type 2021 2020 2019 Data processing services (Note a) $ 4,512 $ 4,212 $ 3,032 Energy storage systems (Note b) 140 236 442 Other — 185 278 Total $ 4,652 $ 4,633 $ 3,752 (a) Revenue of $334,000 was recognized from opening contract liability balances during the year ended December 31, 2019. (b) At December 31, 2021, the Company had a contract liability of $3.5 million (2020 — $2.4 million and 2019 — $1.0 million) relating to the sale of energy storage systems. Revenue recognized from opening contract liability balances was $100,000 , $155,000 and $294,000 for the years ended December 31, 2021, 2020 and 2019. |
Exploration expense_ (Tables)
Exploration expense: (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Exploration expenses | ||
Schedule of exploration expenses | Three months ended Nine months ended September 30: September 30: Project 2022 2021 2022 2021 Santa Cruz, USA (Note a) $ 21,811 $ 2,166 $ 46,372 $ 2,600 San Matias, Colombia 6,000 3,576 11,773 10,400 Pinaya, Peru 297 164 2,448 882 Perseverance, USA 35 107 1,694 205 Yangayu, Papua New Guinea 831 — 1,482 — Tintic, USA 613 547 1,309 1,589 Hog Heaven, USA 262 530 1,130 1,851 Carolina, USA 501 — 1,015 — Bitter Creek, USA 92 181 600 249 Lincoln, USA 210 — 549 — Ivory Coast Project, Ivory Coast 41 — 67 1,930 Project generation and other 3,278 2,683 6,718 4,857 Total $ 33,971 $ 9,954 $ 75,157 $ 24,563 (a) Exploration expense at the Santa Cruz Project for the three and nine months ended September 30, 2022 includes $5.7 million recorded upon the de-recognition of certain non-refundable payments made under a terminated land purchase agreement at the Santa Cruz Project (Note 6(a)). | Year ended December 31, Project 2021 2020 2019 San Matias, Colombia (Cordoba) (Note 10(d)) $ 13,789 $ 5,399 $ 5,456 Santa Cruz, USA (Note 10(a)) 9,966 923 943 Tintic, USA (Note 10(b)) 2,474 1,336 2,346 Ivory Coast Project, Ivory Coast (Note 20) 1,931 10 17 Hog Heaven, USA (Note 20) 2,029 336 — Pinaya, Peru (Kaizen) (Note 10(c)) 1,774 1,613 641 Desert Mountain, USA 821 177 — Perseverance, USA (Cordoba) (Note 20) 742 488 610 Yangayu, Papua New Guinea 497 — — South Voisey’s Bay, Canada (Note 20) 355 18 11 Bitter Creek, USA 340 174 — Lincoln, USA 235 — — Project Generation and other 4,552 3,620 2,882 Total $ 39,505 $ 14,094 $ 12,906 |
Earn-in option agreements_ (Tab
Earn-in option agreements: (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earn-in option agreements: | |
Schedule of investment in the equity of the ultimate owner of the project ("Project Sponsor") and the investment in the equity of the underlying project entity which together represent the maximum exposure to loss on the underlying project | Net Carrying Ownership Expenditures Investment Value of Cumulative Earn-In percentage of Required to Maximum in Project Project Expenditures project entity at Achieve Maximum Potential Project Sponsor Entity as of December 31, 2021 December 31, 2021 Ownership Interest Ownership Ivory Coast Project $ 5,719 (1) — Cdn $ 15.7 million 30 % Cdn $ 25 million 60 % South Voisey’s Bay $ 1,325 (1) — Cdn $ 3.1 million 0 % (3) Cdn $ 7.7 million 65 % Hog Heaven $ 1,280 (2) — $ 1.9 million 0 % (4) $ 44.5 million 75 % Perseverance $ 383 (2) — Cdn $ 3.4 million 25 % Cdn $ 17.5 million 80 % (1) Included in investments subject to significant influence (Note 9) (2) Included in other investments (3) The Company must incur Cdn $7.7 million in earn-in expenditures to earn a 65% interest in the South Voisey’s Bay project. There is no initial minority interest that can be earned by the Company. (4) The Company must incur $19.5 million in earn-in expenditures to earn an initial 51% interest in the Hog Heaven project. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions | |
Schedule of allocation of allocation costs has been allocated to the assets and liabilities acquired | Mineral interests $ 11,566 Accounts receivable 1 Deferred tax liability (4,082) Net assets acquired $ 7,485 |
Non-controlling interests (Tabl
Non-controlling interests (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Non-controlling interests | |
Schedule of associated non-controlling interests and portion of assets and liabilities represented by the subsidiaries | Kaizen VRB Cordoba Other Total Balance at January 1, 2020 249 250 (675) (59) (235) Non-controlling interests share of loss (1,141) (480) (2,954) (43) (4,618) Changes in non-controlling interests arising from changes in ownership interest 342 — 11,167 — 11,509 Other changes in non-controlling interests (50) (14) 77 41 54 Balance at December 31, 2020 (600) (244) 7,615 (61) 6,710 Non-controlling interests share of loss (788) (879) (7,481) (43) (9,191) Changes in non-controlling interests arising from changes in ownership interest 2,415 — 5,694 (1) 8,108 Other changes in non-controlling interests 45 — 176 33 254 Balance at December 31, 2021 $ 1,072 $ (1,123) $ 6,004 $ (72) $ 5,881 Kaizen VRB Cordoba Other Total Ownership percentage at December 31, 2021: 82.7 % 90.0 % 63.3 % 94.3 % Total assets 7,680 27,641 20,059 6,152 61,532 Total liabilities 1,487 38,894 5,566 7,501 53,448 Net assets 6,193 (11,253) 14,493 (1,349) 8,084 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income taxes | |
Schedule of major components of the income tax (provision) / benefit | Year ended December 31, 2021 2020 2019 Current: U.S. Operations $ — $ — Foreign 675 1,024 2 Total current income tax provision / (benefit) 675 1,024 2 Deferred: U.S. Operations — — — Foreign (191) (643) (719) Total deferred income tax provision / (benefit) (191) (643) (719) Total income tax provision / (benefit) $ 484 $ 381 $ (717) |
Schedule of income (loss) from continuing operations before income taxes | Year ended December 31, 2021 2020 2019 U.S. Operations $ (31,499) $ (5,834) $ 863 Foreign (36,528) (23,637) (30,324) Total $ (68,027) $ (29,471) $ (29,461) |
Schedule of reasons for differences of annual income tax benefit (expense) and statutory federal income tax rate to the pretax (loss) income | Year ended December 31, 2021 2020 2019 U.S. Federal tax rate 21 % 21 % 21 % Expected income tax benefit (expense) at U.S. Federal tax rate $ (14,286) $ (6,189) $ (6,187) Reconciling items: Difference between statutory and foreign tax rate (151) 654 1,796 Permanent differences 3,695 962 (373) Change in valuation allowance 11,823 4,821 4,067 Difference in current versus future tax rates (351) (322) — Impact of changes in tax rates (608) 693 (8) Other 362 (238) (12) Income tax benefit (expense) $ 484 $ 381 $ (717) |
Schedule of tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities | As at December 31, 2021 2020 Deferred tax assets: Intangible assets $ 91 $ 89 Exploration mineral interest 19,488 14,004 Net operating losses 22,498 17,249 Foreign capital losses 4,285 4,251 Share issuance costs 202 179 Convertible debt 960 — Other 97 15 Total gross deferred tax assets 47,621 35,787 Less: valuation allowance (45,619) (35,521) Net deferred tax assets 2,002 266 Deferred tax liabilities: Exploration mineral interest (6,303) (4,585) Intangible assets — (162) Property, plant and equipment (1,081) (1,828) Total gross deferred tax liabilities (7,384) (6,575) Net deferred tax liability $ (5,382) $ (6,309) |
Schedule of changes in the valuation allowance | As at December 31, 2021 2020 Balance, beginning of year $ (35,521) $ (30,742) (Increase) decrease due to foreign currency translation 1,614 (195) (Increase) related to non-utilization of deferred tax assets due to uncertainty of recovery and (increase) related to non-utilization of net operating loss carryforwards (11,823) (4,717) Decrease related to utilization and expiration of deferred tax assets, other 111 242 Items in equity — (109) Balance, end of year (45,619) (35,521) |
Schedule of net operating loss carryforwards for income tax purposes | As of December 31, 2021, the Company has the following net operating loss carryforwards for income tax purposes: Country Losses Expiry U.S.A. $ 24,651 2036 to 2041 Canada 44,790 2030 to 2041 China 21,697 2026 to 2031 Colombia 46 2030 to 2032 Peru 64 Indefinite |
Related party transactions (Tab
Related party transactions (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related party transactions | ||
Schedule of related party transactions | The following table summarizes transactions between the Company and significant related parties. Transactions for the Transactions for the three months ended nine months ended Balance outstanding as at September 30, September 30, September 30, December 31, 2022 2021 2022 2021 2022 2021 Total Expenses Global Mining (Note a) 1,249 993 3,485 1,879 9,567 5,129 Ivanhoe Capital Aviation (Note b) — — 250 1,167 750 1,167 I-Pulse (Note c) 73 — 286 — 286 — HPX (Note d) — — — — — 487 Total 1,322 993 4,021 3,046 10,603 6,783 Advances Global Mining (Note a) 1,757 1,855 — — — — Transactions for the Transactions for the nine three months ended months ended September 30, September 30, 2022 2021 2022 2021 Expense classification General and administrative expenses 1,626 2,052 4,678 3,987 Exploration expenses 2,395 994 5,925 2,796 4,021 3,046 10,603 6,783 (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 Parent and the Company on a cost-recovery basis. The Company held 7.1% of Global Mining’s outstanding common shares at September 30, 2022 (December 31, 2021 — 7.1% ). Transactions incurred with Global Mining include cost allocations from the Parent totaling $645,000 from the period January 1, 2021 to April 30, 2021. (b) Ivanhoe Capital Aviation (“ICA”) is an entity beneficially owned by the Company’s Chief Executive Officer and Chairman. ICA provides use of its aircraft to the Company. (c) I-Pulse Inc. (“I-Pulse”) is a significant shareholder of the Company. The Company has reimbursed I-Pulse certain consulting expenses paid by I-Pulse on the Company’s behalf. (d) HPX was the parent of the Company prior to the restructuring on April 30, 2021 (Note 1). Post restructuring there was reimbursement to HPX for certain costs paid by HPX on the Company’s behalf. | |
Parent | ||
Related party transactions | ||
Schedule of related party transactions | December 31, December 31, 2021 2020 CGI (Note a) $ — $ 5,756 $ — $ 5,756 (a) CGI had demand loans with HPX bearing interest at the rate of 8% per annum. | |
Other related parties | ||
Related party transactions | ||
Schedule of related party transactions | Transactions for the year ended Balance outstanding as at December 31, December 31, 2021 2020 2021 2020 2019 Total Expenses Global Mining (Note a) 993 262 6,776 5,710 6,213 Ivanhoe Capital Aviation (Note b) — — 1,417 — — HPX (Note c) — — 499 — — Total 993 262 8,692 5,710 6,213 Advances Global Mining (Note a) 1,855 1,307 — — — Transactions for the year ended December 31, 2021 2020 2019 Expense classification General and administrative expenses 5,454 3,060 3,248 Exploration expenses 3,238 2,650 2,965 8,692 5,710 6,213 (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 Parent and the Company on a cost-recovery basis. The Company held 7.1% of Global Mining’s outstanding common shares at December 31, 2021. Transactions incurred with Global Mining for the year ended December 31, 2021, include cost allocations from the Parent totaling $645,000 (2020 — $2.4 million; 2019 — $2.2 million). On April 30, 2021, the Contributed Assets received by Ivanhoe Electric included working capital advances to Global Mining totaling $791,000 (Note 1). These advances were recognized on the contribution date. (b) Ivanhoe Capital Aviation (“ICA”) is an entity beneficially owned by the Company’s Chief Executive Officer and Chairman. ICA provides use of its aircraft to the Company. (c) HPX was the parent of the Company prior to the restructuring on April 30, 2021 (Note 1). Post restructuring there has been reimbursement to HPX for certain costs paid by HPX on the Company’s behalf. |
Net loss per share_ (Tables)
Net loss per share: (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Net loss per share: | |
Schedule of basic and diluted net loss per share attributable to common stockholders | Year ended December 31, 2021 2020 2019 Net loss attributable to common stockholders or parent $ 59,320 $ 25,234 $ 24,634 Weighted-average number of shares outstanding Basic and diluted 61,502,094 59,909,344 59,909,344 Basic and diluted net loss per share $ 0.96 $ 0.42 $ 0.41 |
Fair value measurement_ (Tables
Fair value measurement: (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair value measurement | ||
Schedule of valuation hierarchy classification of assets and liabilities that are recorded at fair value and measured on a recurring basis in the combined balance sheets | September 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets: Investments subject to significant influence 5,882 — — 7,044 — — Other investments 1,621 — — 1,802 — — Total financial assets $ 7,503 $ — $ — $ 8,846 $ — $ — Financial liabilities: Convertible notes — — — — — 54,975 Deferred consideration payable — — — — — 26,562 Total financial liabilities $ — $ — $ — $ — $ — $ 81,537 | December 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets: Investments subject to significant influence 7,044 — — 6,707 — — Other investments 1,802 — — 1,196 — — Total financial assets $ 8,846 $ — $ — $ 7,903 $ — $ — Financial liabilities: Ivanhoe Electric convertible notes — — 54,975 — — — Deferred consideration payable — — 26,562 — — — Total financial liabilities $ — $ — $ 81,537 $ — $ — $ — |
Segment reporting (Tables)
Segment reporting (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Segment reporting | ||
Schedule of segment information | Three months ended September 30, 2022 Nine months ended September 30, 2022 Critical Data Energy Critical Data Energy Metals Processing Storage Total Metals Processing Storage Total Revenue $ — $ 554 $ 627 $ 1,181 $ — $ 7,545 $ 627 $ 8,172 Intersegment revenues — 89 — 89 — 228 — 228 Loss (income) from operations 38,669 640 2,400 41,709 86,552 (3,956) 6,005 88,601 Segment Assets 267,548 6,542 20,712 294,802 267,548 6,542 20,712 294,802 Three months ended September 30, 2021 Nine months ended September 30, 2021 Critical Data Energy Critical Data Energy Metals Processing Storage Total Metals Processing Storage Total Revenue $ — $ 1,043 $ 2 $ 1,045 $ — $ 3,993 $ 106 $ 4,099 Intersegment revenues — 56 — 56 — 100 — 100 Loss (income) from operations 15,630 185 2,548 18,363 33,770 (97) 4,863 38,536 Segment Assets 106,723 8,008 30,126 144,857 106,723 8,008 30,126 144,857 | As at and for the year ended December 31, 2021 Critical Metals Data Processing Energy Storage Total Revenue $ — $ 4,512 $ 140 $ 4,652 Intersegment revenues — 112 — 112 Loss from operations 53,188 633 6,928 60,749 Depreciation and amortization 826 2,865 559 4,250 Segment Assets 119,738 6,152 27,641 153,531 Expenditures for segment assets 14,832 8 341 15,181 Investments subject to significant influence 7,701 — — 7,701 As at and for the year ended December 31, 2020 Critical Metals Data Processing Energy Storage Total Revenue $ 185 $ 4,212 $ 236 $ 4,633 Intersegment revenues — 135 — 135 Loss from operations 21,054 752 4,795 26,601 Depreciation and amortization 790 2,783 466 4,039 Segment Assets 52,041 10,348 9,332 71,721 Expenditures for segment assets 14,911 7 85 15,003 Investments subject to significant influence 7,727 — — 7,727 As at and for the year ended December 31, 2019 Critical Metals Data Processing Energy Storage Total Revenue $ 278 $ 3,032 $ 442 $ 3,752 Intersegment revenues — 117 — 117 Loss from operations 18,477 1,293 6,410 26,180 Depreciation and amortization 595 2,718 563 3,876 Segment Assets 33,502 11,802 7,473 52,777 Expenditures for segment assets 3,969 5 32 4,006 Investments subject to significant influence 14,438 — — 14,438 |
Schedule of geographic makeup of Company's revenues | Year ended December 31, Revenue 2021 2020 2019 Canada $ 4,512 $ 4,212 $ 3,032 China 140 236 442 Other — 185 278 Total $ 4,652 $ 4,633 $ 3,752 | |
Schedule of geographic makeup of Company's long-lived assets | As at December 31, Long-lived assets 2021 2020 U.S.A $ 55,781 $ 14,584 Colombia 14,604 14,409 Peru 2,558 2,529 China 764 989 Other 147 181 Total $ 73,854 $ 32,692 | |
Schedule of long-lived assets reconcile to segment assets and the balance sheet | As at December 31, 2021 2020 Total long-lived assets $ 73,854 $ 32,692 Total current assets 58,265 16,826 Mineral Royalty (Note 10(e)) 1,708 1,708 Investments subject to significant influence 7,701 7,727 Other investments 1,802 1,196 Intangible assets 4,340 7,451 Other non-current assets 5,861 4,121 Total assets and segment assets $ 153,531 $ 71,721 |
Subsequent events (Tables)
Subsequent events (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent events | |
Schedule of exploration project in respect of which an earn-in agreement is executed by the Company | Earn-In Expenditures Expenditures Required to Cumulative Necessary to Achieve Earn-In Earn Initial Maximum Maximum Expenditures as of Ownership Ownership Potential Project December 31, 2021 Interest Interest Ownership Carolina $ — $ 6.0 million $ 26.0 million 85 % |
Background and basis of prepa_2
Background and basis of preparation (Details) $ / shares in Units, $ in Millions | 6 Months Ended | ||||
Jun. 30, 2022 USD ($) $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Apr. 30, 2021 shares | Dec. 31, 2020 | |
Investments subject to significant influence | |||||
Reverse stock split ratio | 3 | 3 | |||
IPO | |||||
Investments subject to significant influence | |||||
Issue price per share | $ / shares | $ 11.75 | ||||
Proceeds from IPO | $ | $ 169.1 | ||||
Kaizen | |||||
Investments subject to significant influence | |||||
Percentage of ownership interest acquired | 82.70% | 82.70% | 73.20% | ||
Cordoba | |||||
Investments subject to significant influence | |||||
Percentage of ownership interest acquired | 63.30% | 63.30% | 58.40% | ||
VRB | |||||
Investments subject to significant influence | |||||
Percentage of ownership interest acquired | 90% | 90% | 90% | ||
Computational Geosciences Inc | |||||
Investments subject to significant influence | |||||
Percentage of ownership interest acquired | 94.30% | 94.30% | 94.40% | ||
HPX (Note c) | |||||
Investments subject to significant influence | |||||
Number of shares issued in restructuring activity | 59,909,344 | ||||
Number of shares issued per each shareholder | 1 |
Significant accounting polici_4
Significant accounting policies - Estimated useful lives of property, plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment and vehicles | Minimum | |
Property, plant and equipment | |
Estimated useful lives | 3 years |
Equipment and vehicles | Maximum | |
Property, plant and equipment | |
Estimated useful lives | 10 years |
Computer equipment | Minimum | |
Property, plant and equipment | |
Estimated useful lives | 3 years |
Computer equipment | Maximum | |
Property, plant and equipment | |
Estimated useful lives | 5 years |
Significant accounting polici_5
Significant accounting policies - Estimated useful lives of intangibles (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Patents and licenses | Minimum | |
Intangible assets | |
Estimated useful lives | 5 years |
Patents and licenses | Maximum | |
Intangible assets | |
Estimated useful lives | 20 years |
Computer Software | Minimum | |
Intangible assets | |
Estimated useful lives | 1 year |
Computer Software | Maximum | |
Intangible assets | |
Estimated useful lives | 5 years |
Artificial Intelligence intellectual property | |
Intangible assets | |
Estimated useful lives | 5 years |
Significant accounting polici_6
Significant accounting policies - Additional information (Details) | 12 Months Ended |
Dec. 31, 2021 D | |
Minimum | |
Significant accounting policies | |
Warranty period | 1 year |
Maximum | |
Significant accounting policies | |
Warranty period | 5 years |
Data processing services | |
Significant accounting policies | |
General payment terms, net | 15 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and cash equivalents | |||
Cash and cash equivalents not available for general corporate purposes | $ 16,700,000 | $ 28,500,000 | $ 9,000,000 |
Cash equivalents in the form of redeemable short-term investments | $ 236,000 |
Accounts receivable (Details)
Accounts receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable | |||
Trade accounts receivable | $ 881 | $ 2,016 | |
Other receivables | 504 | 825 | |
Total receivables | $ 1,500 | 1,385 | $ 2,841 |
Allowance for expected losses | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2022 | |
Inventory | ||||
Raw materials | $ 5,129 | $ 2,922 | ||
Work-in-progress | 749 | 616 | ||
Total inventory | 5,878 | 3,538 | $ 6,141 | |
Cost of inventory recognized as expense | $ 93,000 | $ 185,000 | $ 369,000 |
Investments subject to signif_3
Investments subject to significant influence: (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Aug. 27, 2021 | Jul. 30, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investments subject to significant influence | ||||||
Balance at December 31, 2021 | $ 7,701 | $ 7,727 | $ 14,438 | $ 11,860 | ||
Purchase of shares | 3,601 | 870 | 5,318 | |||
Change in fair value | 1,121 | 312 | (3,777) | (2,220) | ||
Share of loss | (3,077) | (213) | (71) | (90) | ||
Derecognition of investment | (2,998) | (464) | ||||
Foreign currency translation | 105 | (41) | 135 | 34 | ||
Impairment | (954) | |||||
Balance at September 30, 2022 | 6,999 | 7,701 | 7,727 | 14,438 | ||
Sama Resources Inc [Member] | Investments at Fair Value [Member] | ||||||
Investments subject to significant influence | ||||||
Balance at December 31, 2021 | 5,719 | 5,498 | 10,009 | 6,689 | ||
Purchase of shares | 0 | 5,318 | ||||
Change in fair value | 245 | 221 | (4,511) | (1,534) | ||
Share of loss | 0 | |||||
Derecognition of investment | (464) | |||||
Foreign currency translation | 0 | |||||
Balance at September 30, 2022 | 5,474 | 5,719 | 5,498 | 10,009 | ||
Fjordland Exploration Inc [Member] | Investments at Fair Value [Member] | ||||||
Investments subject to significant influence | ||||||
Balance at December 31, 2021 | 1,325 | 1,209 | 431 | 1,077 | ||
Purchase of shares | 0 | |||||
Change in fair value | 876 | 91 | 734 | (686) | ||
Share of loss | 0 | |||||
Foreign currency translation | 41 | 25 | 44 | 40 | ||
Balance at September 30, 2022 | 408 | 1,325 | 1,209 | 431 | ||
Sama Nickel Corporation [Member] | ||||||
Investments subject to significant influence | ||||||
Purchase of shares | $ 870,000 | |||||
Sama Nickel Corporation [Member] | Equity Method Investments [Member] | ||||||
Investments subject to significant influence | ||||||
Balance at December 31, 2021 | 657 | |||||
Purchase of shares | 3,601 | 870 | ||||
Change in fair value | 0 | |||||
Share of loss | (3,077) | (213) | ||||
Foreign currency translation | 64 | |||||
Balance at September 30, 2022 | $ 1,117 | 657 | ||||
Cmh And Omnisom [Member] | ||||||
Investments subject to significant influence | ||||||
Derecognition of investment | $ (1,000) | |||||
Cmh And Omnisom [Member] | Equity Method Investments [Member] | ||||||
Investments subject to significant influence | ||||||
Balance at December 31, 2021 | 3,035 | 3,101 | ||||
Share of loss | (37) | (66) | ||||
Derecognition of investment | (2,998) | |||||
Balance at September 30, 2022 | 3,035 | |||||
Other | Equity Method Investments [Member] | ||||||
Investments subject to significant influence | ||||||
Balance at December 31, 2021 | 1,020 | 963 | 993 | |||
Share of loss | (34) | (24) | ||||
Foreign currency translation | (66) | 91 | (6) | |||
Impairment | $ (954) | |||||
Balance at September 30, 2022 | $ 1,020 | $ 963 |
Investments subject to signif_4
Investments subject to significant influence: - Additional information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||||
Aug. 27, 2021 | Jul. 30, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Investments subject to significant influence | |||||||
Purchase of shares | $ 3,601 | $ 870 | $ 5,318 | ||||
Carrying value of the investment derecognized | $ 2,998 | 464 | |||||
Sama Resources Inc [Member] | |||||||
Investments subject to significant influence | |||||||
Ownership percentage in outstanding common shares | 22.80% | 23.10% | |||||
Sama Resources Inc [Member] | Carried at fair value | |||||||
Investments subject to significant influence | |||||||
Purchase of shares | 0 | 5,318 | |||||
Carrying value of the investment derecognized | $ 464 | ||||||
Fjordland | |||||||
Investments subject to significant influence | |||||||
Ownership percentage in outstanding common shares | 18.80% | 27.90% | |||||
Fjordland | Carried at fair value | |||||||
Investments subject to significant influence | |||||||
Purchase of shares | 0 | ||||||
SNC | |||||||
Investments subject to significant influence | |||||||
Maximum equity interest can be earned | 60% | ||||||
Purchase of shares | $ 870,000 | ||||||
SNC | Equity Method | |||||||
Investments subject to significant influence | |||||||
Maximum equity interest can be earned | 30% | ||||||
Purchase of shares | $ 3,601 | $ 870 | |||||
CMH | |||||||
Investments subject to significant influence | |||||||
Ownership percentage in outstanding common shares | 50.10% | 50.10% | |||||
CMH & Omnisom | |||||||
Investments subject to significant influence | |||||||
Ownership percentage in outstanding common shares | 50.10% | ||||||
Percentage of outstanding common shares acquired | 100% | ||||||
Carrying value of the investment derecognized | $ 1,000 | ||||||
CMH & Omnisom | Equity Method | |||||||
Investments subject to significant influence | |||||||
Carrying value of the investment derecognized | $ 2,998 |
Exploration mineral interests_2
Exploration mineral interests (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Exploration mineral interests | |||
Balance at December 31, 2021 | $ 73,039 | $ 32,015 | $ 10,304 |
Acquisition costs | 17,390 | 41,025 | 21,715 |
Foreign currency translation | (15) | (1) | (4) |
Balance at September 30, 2022 | 84,744 | 73,039 | 32,015 |
Santa Cruz Project | |||
Exploration mineral interests | |||
Balance at December 31, 2021 | 35,075 | ||
Acquisition costs | 11,252 | 35,075 | |
Foreign currency translation | 0 | ||
Balance at September 30, 2022 | 40,627 | 35,075 | |
Tintic Project | |||
Exploration mineral interests | |||
Balance at December 31, 2021 | 19,588 | 13,888 | 6,888 |
Acquisition costs | 5,788 | 5,700 | 7,000 |
Foreign currency translation | 0 | ||
Balance at September 30, 2022 | 25,376 | 19,588 | 13,888 |
Pinaya Project | |||
Exploration mineral interests | |||
Balance at December 31, 2021 | 2,511 | 2,512 | 2,516 |
Acquisition costs | 0 | ||
Foreign currency translation | (15) | (1) | (4) |
Balance at September 30, 2022 | 2,526 | 2,511 | 2,512 |
San Matias Project | |||
Exploration mineral interests | |||
Balance at December 31, 2021 | 13,607 | 13,607 | |
Acquisition costs | 0 | 13,607 | |
Foreign currency translation | 0 | ||
Balance at September 30, 2022 | 13,607 | 13,607 | 13,607 |
Mineral Royalty Project | |||
Exploration mineral interests | |||
Balance at December 31, 2021 | 1,708 | 1,708 | 750 |
Acquisition costs | 0 | 958 | |
Foreign currency translation | 0 | ||
Balance at September 30, 2022 | 1,708 | 1,708 | 1,708 |
Other Project | |||
Exploration mineral interests | |||
Balance at December 31, 2021 | 550 | 300 | 150 |
Acquisition costs | 350 | 250 | 150 |
Foreign currency translation | 0 | ||
Balance at September 30, 2022 | $ 900 | $ 550 | $ 300 |
Exploration mineral interests -
Exploration mineral interests - Santa Cruz Project (Details) € in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2022 USD ($) | Oct. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Nov. 24, 2021 USD ($) | Oct. 27, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 EUR (€) | |
Exploration mineral interests | ||||||||
Exploration mineral interests | $ 73,039 | $ 84,744 | $ 32,015 | |||||
Payments made for the project, refundable and capitalized as an other non-current asset | 5,861 | $ 3,410 | $ 4,121 | € 4,121 | ||||
Land purchase agreement | ||||||||
Exploration mineral interests | ||||||||
Estimated purchase price | $ 18,100 | |||||||
Santa Cruz Project | Assignment agreement | ||||||||
Exploration mineral interests | ||||||||
Total consideration payable | 30,000 | |||||||
Consideration paid | $ 2,500 | |||||||
Consideration payable upon the earlier of completion of an IPO or October 27, 2022 | $ 15,000 | |||||||
Common stock to be issued concurrent with the completion of an IPO or on October 27, 2022 if no IPO has been completed | $ 10,000 | |||||||
Percentage of IPO price considered for determination of common stock to be issued | 90% | |||||||
Exploration mineral interests | $ 26,600 | |||||||
Santa Cruz Project | Assignment agreement | Subsequent event | ||||||||
Exploration mineral interests | ||||||||
Consideration paid | $ 2,500 | |||||||
Santa Cruz Project | Option agreement | ||||||||
Exploration mineral interests | ||||||||
Exploration mineral interests | $ 4,900 | |||||||
Percentage of mineral title rights available | 100% | |||||||
Amount payable for acquisition of mineral title | $ 27,900 | |||||||
Period to exercise the right to acquire mineral title | 3 years | |||||||
Cash payments made | $ 5,400 | |||||||
Payment to be made on or before August 16, 2022, to maintain the option to acquire mineral title | 6,250 | |||||||
Payment to be made on or before August 16, 2023, to maintain the option to acquire mineral title | 6,250 | |||||||
Payment to be made within five days of exercising the option to acquire the mineral title | 10,000 | |||||||
Santa Cruz Project | Surface Access Agreement [Member] | ||||||||
Exploration mineral interests | ||||||||
Payments made for the project | 1,000 | |||||||
Payments due on September 9, 2022, to maintain surface access rights | 600,000 | |||||||
Payments due on September 9, 2023, to maintain surface access rights | $ 800,000 | |||||||
Extension term of the agreement | 1 year | |||||||
Payment to be made to extend the agreement term | $ 920,000 | |||||||
Santa Cruz Project | Land purchase agreement | ||||||||
Exploration mineral interests | ||||||||
Exploration mineral interests | 1,100 | |||||||
Payments made for the project | 2,100 | |||||||
Payments made for the project, refundable and capitalized as an other non-current asset | $ 1,000 |
Exploration mineral interests_3
Exploration mineral interests - Tintic Project (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Exploration mineral interests | |
Percentage Of Assets To Be Acquired | 100% |
2022 | $ 5,788 |
2023 | 5,287 |
Total | $ 11,075 |
Exploration mineral interests_4
Exploration mineral interests - Pinaya Project, San Matias Project & Mineral Royalty (Details) - km² | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2021 | |
Pinaya Project | |||
Exploration mineral interests | |||
Area covered by project (in square kilometers) | 192 | ||
Area of strike length within the Andahuaylas - Yauri Porphyry Belt in southeastern Peru (in kilometers) | 28 | ||
Pinaya Project | Kaizen Discovery Inc | |||
Exploration mineral interests | |||
Percentage Of Ownership Interest In Project | 100% | ||
San Matias Project | Cordoba Minerals Corp | |||
Exploration mineral interests | |||
Percentage Of Ownership Interest In Project | 100% | ||
Percentage of ownership interest held in Alacran Deposit and satellite deposits at Montiel East, Montiel West and Costa Azul | 100% | ||
Percentage of ownership interest acquired in Alacran Deposit | 100% | ||
Mineral Royalty | |||
Exploration mineral interests | |||
Percentage Of Net Smelter Royalty | 1.25% |
Property, plant and equipment_2
Property, plant and equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, plant and equipment | |||
Gross Carrying Amount, right of use assets | $ 4,435 | $ 4,274 | |
Gross Carrying Amount | 9,213 | 8,860 | |
Accumulated depreciation, right of use assets | (4,003) | (3,559) | |
Accumulated depreciation | (6,690) | (6,475) | |
Net Carrying Amount, property, plant and equipment | $ 3,670 | 2,523 | 2,385 |
Net Carrying Amount, right of use assets | 432 | 715 | |
Net Carrying Amount | 2,523 | 2,385 | |
Equipment and vehicles | |||
Property, plant and equipment | |||
Gross Carrying Amount, property, plant and equipment | 3,076 | 2,754 | |
Accumulated depreciation, property, plant and equipment | 2,161 | 2,232 | |
Net Carrying Amount, property, plant and equipment | 915 | 522 | |
Computer equipment | |||
Property, plant and equipment | |||
Gross Carrying Amount, property, plant and equipment | 400 | 584 | |
Accumulated depreciation, property, plant and equipment | 120 | 328 | |
Net Carrying Amount, property, plant and equipment | 280 | 256 | |
Leasehold improvements | |||
Property, plant and equipment | |||
Gross Carrying Amount, property, plant and equipment | 582 | 530 | |
Accumulated depreciation, property, plant and equipment | 406 | 356 | |
Net Carrying Amount, property, plant and equipment | 176 | 174 | |
Land | |||
Property, plant and equipment | |||
Gross Carrying Amount, property, plant and equipment | 720 | 718 | |
Net Carrying Amount, property, plant and equipment | $ 720 | $ 718 |
Property, plant and equipment -
Property, plant and equipment - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, plant and equipment | |||||
Depreciation expense | $ 493,000 | $ 265,000 | $ 1,081,000 | $ 1,055,000 | $ 854,000 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases | |||
Total operating lease expenses | $ 764,000 | $ 734,000 | $ 431,000 |
Cash expenditures related to operating leases | $ 781,000 | $ 714,000 | $ 431,000 |
Weighted-average remaining lease term | 10 months 24 days | 1 year 2 months 12 days | |
Weighted average discount rate | 9% | ||
Future minimum lease payments, 2022 | $ 374,000 | ||
Future minimum lease payments, 2023 | $ 57,000 | ||
Minimum | |||
Leases | |||
Term of lease | 1 year | ||
Maximum | |||
Leases | |||
Term of lease | 2 years |
Intangible assets (Details)
Intangible assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible assets | ||
Gross Carrying Amount | $ 29,155 | $ 29,102 |
Accumulated amortization | (24,815) | (21,651) |
Net Carrying Amount | 4,340 | 7,451 |
Patents and licenses | ||
Intangible assets | ||
Gross Carrying Amount | 13,835 | 13,843 |
Accumulated amortization | (13,328) | (13,019) |
Net Carrying Amount | 507 | 824 |
Computer Software | ||
Intangible assets | ||
Gross Carrying Amount | 1,201 | 1,202 |
Accumulated amortization | (1,194) | (1,195) |
Net Carrying Amount | 7 | 7 |
Artificial intelligence intellectual property | ||
Intangible assets | ||
Gross Carrying Amount | 14,119 | 14,057 |
Accumulated amortization | (10,293) | (7,437) |
Net Carrying Amount | $ 3,826 | $ 6,620 |
Intangible assets - Additional
Intangible assets - Additional information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible assets | |||||
Amortization expense | $ 2,240 | $ 2,381 | $ 3,169 | $ 2,985 | $ 3,022 |
Intangible assets - Estimated a
Intangible assets - Estimated amortization expense (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Estimated amortization expense | |
2022 | $ 3,000 |
2023 | 1,200 |
2024 | 200,000 |
2025 | 2,025 |
2026 | $ 2,026 |
Other non-current assets (Detai
Other non-current assets (Details) € in Thousands, $ in Thousands | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 EUR (€) |
Other non-current assets | ||||
Value added taxes recoverable | $ 1,699 | € 1,487 | ||
Related party advances (Note 24) | 1,855 | 1,307 | ||
Other | 2,307 | 1,327 | ||
Other non-current assets | $ 3,410 | $ 5,861 | $ 4,121 | € 4,121 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts payable and accrued liabilities | |||
Trade accounts payable | $ 5,721 | $ 1,319 | |
Accrued liabilities | 2,888 | 1,103 | |
Warranty provision | 26 | 108 | |
Payable for Next acquisition | 3,211 | ||
Other payables | 1,560 | 717 | |
Accounts payable and accrued liabilities | $ 17,256 | $ 10,195 | $ 6,458 |
Convertible debt (Details)
Convertible debt (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Convertible debt | |||
Beginning balance | $ 78,832 | $ 0 | $ 0 |
Debt issuance | 86,200 | 71,478 | 72,856 |
Finance expense | 1,541 | 483 | 1,405 |
Change in fair value | 18,965 | 200 | 4,571 |
Ending balance | 25,398 | $ 72,161 | 78,832 |
Ivanhoe Electric Convertible Notes | |||
Convertible debt | |||
Beginning balance | 54,975 | ||
Debt issuance | 49,999 | ||
Finance expense | 405 | ||
Change in fair value | 4,571 | ||
Ending balance | 54,975 | ||
VRB Convertible bond | |||
Convertible debt | |||
Beginning balance | $ 23,857 | ||
Debt issuance | 22,857 | ||
Finance expense | 1,000 | ||
Ending balance | $ 23,857 |
Convertible debt - Ivanhoe Elec
Convertible debt - Ivanhoe Electric convertible notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Convertible debt | |||||
Gross proceeds from issuance of common stock | $ 159,320 | $ 9,408 | $ 9,677 | ||
Ivanhoe Electric Convertible Notes | |||||
Convertible debt | |||||
Gross proceeds from financing | $ 60,000 | $ 60,000 | |||
Shares issued | 4,015,990 | 4,015,990 | |||
Gross proceeds from issuance of common stock | $ 10,000 | $ 10,000 | |||
Aggregate principal amount of convertible debt issued | $ 50,000 | $ 50,000 | $ 50,000 |
Convertible debt - Key terms of
Convertible debt - Key terms of convertible notes (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible debt | |||||||
Price per share of common stock | $ 2.49 | ||||||
Transaction costs attributable to the convertible notes | $ 1,542 | $ 613 | $ 1,405 | $ 415 | $ 436 | ||
Ivanhoe Electric Convertible Notes | |||||||
Convertible debt | |||||||
Interest rate on convertible debt (in percent) | 2% | 2% | 2% | ||||
Transaction costs attributable to the convertible notes | $ 1,600 | $ 1,600 | |||||
Ivanhoe Electric Convertible Notes | If a qualifying IPO occurs | |||||||
Convertible debt | |||||||
Minimum gross proceeds for qualifying IPO | $ 25,000 | $ 25,000 | |||||
Price per share of common stock | $ 9.39 | $ 9.39 | $ 9.39 | ||||
Ivanhoe Electric Convertible Notes | If the closing date of the IPO occurs before February 28, 2022 | |||||||
Convertible debt | |||||||
Percentage of gross price per share at which common stock is sold in the IPO | 90% | 90% | |||||
Ivanhoe Electric Convertible Notes | If the closing date of the IPO occurs after February 28, 2022 | |||||||
Convertible debt | |||||||
Percentage of gross price per share at which common stock is sold in the IPO | 80% | 80% | |||||
Ivanhoe Electric Convertible Notes | In the event the notes reach maturity | |||||||
Convertible debt | |||||||
Price per share of common stock | $ 2.49 | $ 2.49 | $ 2.49 | ||||
Percentage of price per share of common stock equal to last equity financing | 80% | 80% |
Convertible debt - Assumptions
Convertible debt - Assumptions used in the valuation of convertible notes (Details) - Ivanhoe Electric Convertible Notes | Dec. 31, 2021 |
Risk free interest rate | Minimum | |
Convertible debt | |
Assumptions used in valuation of convertible notes | 0.48 |
Risk free interest rate | Maximum | |
Convertible debt | |
Assumptions used in valuation of convertible notes | 1.35 |
Historical volatility | |
Convertible debt | |
Assumptions used in valuation of convertible notes | 75 |
Dividend yield | |
Convertible debt | |
Assumptions used in valuation of convertible notes | 0 |
Convertible debt - Impact of sh
Convertible debt - Impact of share price change on the fair value of convertible notes (Details) - Ivanhoe Electric Convertible Notes $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Convertible debt | |
Percentage of change in the share price assumption would have the following impact on the fair value of the convertible notes | 10% |
Convertible notes | $ 54,975 |
10% increase in share price | 55,390 |
10% decrease in share price | $ 54,829 |
Convertible debt - VRB converti
Convertible debt - VRB convertible bond (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Jul. 08, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Convertible debt | ||||
Proceeds from Ivanhoe Electric convertible notes | $ 86,200 | $ 48,621 | $ 49,999 | |
VRB Convertible bond | ||||
Convertible debt | ||||
Proceeds from Ivanhoe Electric convertible notes | $ 24,000 | |||
Debt term | 5 years | |||
Interest rate on convertible debt (in percent) | 8% | |||
Valuation cap price | $ 158,000 | |||
Transaction costs | $ 1,100 | |||
Amortization rate at effective interest method | 9.10% |
Equity_ - Common stock (Details
Equity: - Common stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Apr. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Equity: | ||||||
Restructuring upon spin off (in shares) | 59,909,344 | |||||
Price per share of common stock | $ 2.49 | |||||
Gross proceeds | $ 158,202 | $ 9,410 | $ 9,678 | |||
Common stock, shares authorized | 700,000,000 | 700,000,000 | 700,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
August September And November 2021 Offering | ||||||
Equity: | ||||||
Issuance of common stock, net of issuance costs (in shares) | 4,015,990 | |||||
Price per share of common stock | $ 2.49 | |||||
Gross proceeds | $ 10,000 | |||||
Directly attributable transaction costs | $ 322,000 |
Equity_ - Summary of share base
Equity: - Summary of share based payment compensation charged to operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity: | |||
Share-based payments | $ 3,667 | $ 1,145 | $ 382 |
Ivanhoe Electric | |||
Equity: | |||
Share-based payments | 2,144 | ||
Kaizen | |||
Equity: | |||
Share-based payments | 211 | 49 | 18 |
Cordoba | |||
Equity: | |||
Share-based payments | 784 | 270 | 281 |
VRB | |||
Equity: | |||
Share-based payments | 61 | 56 | $ 83 |
CGI | |||
Equity: | |||
Share-based payments | $ 467 | $ 770 |
Equity_ - Share based payment c
Equity: - Share based payment compensation was allocated to operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity: | |||
Share-based payments | $ 3,667 | $ 1,145 | $ 382 |
Cost of sales | |||
Equity: | |||
Share-based payments | 333 | 549 | |
Exploration expenses | |||
Equity: | |||
Share-based payments | 1,558 | 58 | 77 |
General and administrative expenses | |||
Equity: | |||
Share-based payments | $ 1,776 | $ 538 | $ 305 |
Equity_ (Details)
Equity: (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended |
Jun. 30, 2021 tranche $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Equity | ||
Maximum stock options granted to employees and directors as percentage of common shares outstanding | 10% | |
Term of options | 5 years | |
Number of equal tranches vesting sequentially | tranche | 4 | |
Vesting term | 3 years | |
Number of stock options granted to certain directors, officers and employees | shares | 4,480,000 | 4,483,322 |
Exercise price of stock option granted | $ / shares | $ 2.49 | $ 2.49 |
Remaining expense to be recognized in 2022 through 2024 | $ | $ 2.7 |
Equity_ - Grant using the Black
Equity: - Grant using the Black-Scholes option valuation model (Details) | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Equity | |
Weighted-average grant date fair value of an option granted | $ 1.09 |
Price per share of common stock | $ 2.49 |
Expected volatility | 73.70% |
Expected life of options (in years) | 2 years 7 months 6 days |
Expected dividend rate | 0% |
Risk-free interest rate | 0.23% |
Equity_ - Summary of option act
Equity: - Summary of option activity under the stock option plan (Details) - $ / shares | 1 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2021 | |
Number of options | ||
Outstanding at the beginning | 0 | |
Granted | 4,480,000 | 4,483,322 |
Outstanding at the end | 4,483,322 | |
Exercisable at the end | 1,120,822 | |
Weighted- Average Exercise Price | ||
Outstanding at the beginning (in dollars per share) | $ 0 | |
Granted (in dollars per share) | $ 2.49 | 2.49 |
Outstanding at the end (in dollars per share) | 2.49 | |
Exercisable at the end (in dollars per share) | $ 2.49 | |
Weighted- Average Remaining Contractual Term (years) | ||
Outstanding at the end (in years) | 4 years 6 months | |
Exercisable at the end (in years) | 4 years 6 months |
Revenue_ - Recognized revenue f
Revenue: - Recognized revenue from the major sources (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Revenue | $ 4,652 | $ 4,633 | $ 3,752 |
Data processing services | |||
Revenue: | |||
Revenue | 4,512 | 4,212 | 3,032 |
Energy storage systems | |||
Revenue: | |||
Revenue | $ 140 | 236 | 442 |
Other | |||
Revenue: | |||
Revenue | $ 185 | $ 278 |
Revenue_ - Recognized revenue_2
Revenue: - Recognized revenue from the major sources (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2022 | |
Revenue: | ||||
Contract liability | $ 3,484 | $ 2,425 | $ 1,000 | $ 2,751 |
Data processing services | ||||
Revenue: | ||||
Contract liability | 334,000 | |||
Energy storage systems | ||||
Revenue: | ||||
Revenue recognized from opening contract liability balances | $ 100,000 | $ 155,000 | $ 294,000 |
Revenue_ - Significant customer
Revenue: - Significant customer (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total sales | Customer concentration | Significant customer | |||
Revenue: | |||
Concentration risk percentage | 74% | 73% | 46% |
Revenue_ (Details)
Revenue: (Details) $ in Millions | Oct. 15, 2021 USD ($) |
Software license agreement | |
Revenue: | |
Revenue from performance obligation in perpetuity one-time fee | $ 6.5 |
Exploration expense_ (Details)
Exploration expense: (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Exploration expense: | |||||||
Exploration expenses | $ 33,971 | $ 9,954 | $ 75,157 | $ 24,563 | $ 39,505 | $ 14,094 | $ 12,906 |
San Matias, Colombia (Cordoba) | |||||||
Exploration expense: | |||||||
Exploration expenses | 6,000 | 3,576 | 11,773 | 10,400 | 13,789 | 5,399 | 5,456 |
Santa Cruz, USA | |||||||
Exploration expense: | |||||||
Exploration expenses | 21,811 | 2,166 | 46,372 | 2,600 | 9,966 | 923 | 943 |
Tintic, USA | |||||||
Exploration expense: | |||||||
Exploration expenses | 2,474 | 1,336 | 2,346 | ||||
Ivory Coast Project, Ivory Coast | |||||||
Exploration expense: | |||||||
Exploration expenses | 41 | 0 | 67 | 1,930 | 1,931 | 10 | 17 |
Hog Heaven, USA | |||||||
Exploration expense: | |||||||
Exploration expenses | 262 | 530 | 1,130 | 1,851 | 2,029 | 336 | |
Pinaya, Peru (Kaizen) | |||||||
Exploration expense: | |||||||
Exploration expenses | 1,774 | 1,613 | 641 | ||||
Desert Mountain, USA | |||||||
Exploration expense: | |||||||
Exploration expenses | 821 | 177 | |||||
Perseverance, USA (Cordoba) | |||||||
Exploration expense: | |||||||
Exploration expenses | 35 | 107 | 1,694 | 205 | 742 | 488 | 610 |
Yangayu, Papua New Guinea | |||||||
Exploration expense: | |||||||
Exploration expenses | 497 | ||||||
South Voisey's Bay, Canada | |||||||
Exploration expense: | |||||||
Exploration expenses | 355 | 18 | 11 | ||||
Bitter Creek, USA | |||||||
Exploration expense: | |||||||
Exploration expenses | 92 | 181 | 600 | 249 | 340 | 174 | |
Lincoln, USA | |||||||
Exploration expense: | |||||||
Exploration expenses | 210 | 0 | 549 | 0 | 235 | ||
Project Generation and other | |||||||
Exploration expense: | |||||||
Exploration expenses | $ 3,278 | $ 2,683 | $ 6,718 | $ 4,857 | $ 4,552 | $ 3,620 | $ 2,882 |
Earn-in option agreements_ (Det
Earn-in option agreements: (Details) $ in Thousands, $ in Millions | Dec. 31, 2021 USD ($) | Dec. 31, 2021 CAD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) |
Earn-in option agreements | ||||
Investment in Project Sponsor | $ 7,701 | $ 7,727 | $ 14,438 | |
Investment in Project Sponsor | 1,802 | $ 1,196 | ||
Ivory Coast Project | ||||
Earn-in option agreements | ||||
Investment in Project Sponsor | $ 5,719 | |||
Cumulative Earn-In Expenditures | $ 15.7 | |||
Ownership percentage of project entity | 30% | 30% | ||
Expenditures Required to Achieve Maximum Ownership Interest | $ 25 | |||
Maximum Potential Ownership | 60% | 60% | ||
South Voisey's Bay | ||||
Earn-in option agreements | ||||
Investment in Project Sponsor | $ 1,325 | |||
Cumulative Earn-In Expenditures | $ 3.1 | |||
Ownership percentage of project entity | 0% | 0% | ||
Expenditures Required to Achieve Maximum Ownership Interest | $ 7.7 | |||
Maximum Potential Ownership | 65% | 65% | ||
Earn-in expenditures to achieve initial interest | $ 7.7 | |||
Initial interest (in percent) | 65% | 65% | ||
Hog Heaven | ||||
Earn-in option agreements | ||||
Investment in Project Sponsor | $ 1,280 | |||
Cumulative Earn-In Expenditures | $ 1,900 | |||
Ownership percentage of project entity | 0% | 0% | ||
Expenditures Required to Achieve Maximum Ownership Interest | $ 44,500 | |||
Maximum Potential Ownership | 75% | 75% | ||
Earn-in expenditures to achieve initial interest | $ 19,500 | |||
Initial interest (in percent) | 51% | 51% | ||
Perseverance | ||||
Earn-in option agreements | ||||
Investment in Project Sponsor | $ 383 | |||
Cumulative Earn-In Expenditures | $ 3.4 | |||
Ownership percentage of project entity | 25% | 25% | ||
Expenditures Required to Achieve Maximum Ownership Interest | $ 17.5 | |||
Maximum Potential Ownership | 80% | 80% |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Acquisitions | ||||||
Proceeds from subsidiary financings | $ 0 | $ 5,317 | $ 5,291 | $ 16,301 | $ 1,461 | |
Assets and liabilities acquired | ||||||
Mineral interests | 84,744 | 73,039 | 32,015 | |||
Accounts receivable | 1,500 | 1,385 | 2,841 | |||
Deferred tax liability | $ (4,329) | $ (5,382) | $ (6,309) | |||
CMH | ||||||
Acquisitions | ||||||
Ownership percentage in outstanding common shares | 50.10% | 50.10% | ||||
Proceeds from subsidiary financings | $ 5,500 | |||||
Assets and liabilities acquired | ||||||
Carrying value of the equity accounted investment | $ 2,000 | |||||
Alacran Deposit | ||||||
Acquisitions | ||||||
Ownership percentage | 100% | |||||
CMH | ||||||
Acquisitions | ||||||
Percentage of outstanding common shares acquired | 100% | |||||
Directly attributable acquisition costs | $ 21,000 | |||||
Acquisition cost | 7,500 | |||||
Assets and liabilities acquired | ||||||
Mineral interests | 11,566 | |||||
Accounts receivable | 1 | |||||
Deferred tax liability | (4,082) | |||||
Net assets acquired | $ 7,485 |
Non-controlling interests (Deta
Non-controlling interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Associated non-controlling interests | |||||||
Balance at beginning | $ 5,881 | $ 6,710 | $ 6,710 | $ (235) | |||
Non-controlling interests share of loss | $ (3,465) | $ (2,503) | (6,796) | (6,700) | (9,191) | (4,618) | $ (4,110) |
Changes in non-controlling interests arising from changes in ownership interest | 8,108 | 11,509 | |||||
Other changes in non-controlling interests | 254 | 54 | |||||
Balance at ending | (352) | (352) | 5,881 | 6,710 | (235) | ||
Total assets | 294,802 | 294,802 | 153,531 | 71,721 | 52,777 | ||
Total liabilities | $ 51,314 | 51,314 | 125,717 | 23,029 | |||
Loans receivable | 10,300 | ||||||
Non-wholly owned subsidiaries | |||||||
Associated non-controlling interests | |||||||
Total assets | 61,532 | ||||||
Total liabilities | 53,448 | ||||||
Net assets acquired | 8,084 | ||||||
Kaizen | |||||||
Associated non-controlling interests | |||||||
Total assets | 7,680 | ||||||
Total liabilities | 1,487 | ||||||
Net assets acquired | 6,193 | ||||||
VRB | |||||||
Associated non-controlling interests | |||||||
Total assets | 27,641 | ||||||
Total liabilities | 38,894 | ||||||
Net assets acquired | (11,253) | ||||||
Cordoba | |||||||
Associated non-controlling interests | |||||||
Total assets | 20,059 | ||||||
Total liabilities | 5,566 | ||||||
Net assets acquired | 14,493 | ||||||
Other [Member] | |||||||
Associated non-controlling interests | |||||||
Total assets | 6,152 | ||||||
Total liabilities | 7,501 | ||||||
Net assets acquired | (1,349) | ||||||
Kaizen | |||||||
Associated non-controlling interests | |||||||
Balance at beginning | $ 1,072 | (600) | (600) | 249 | |||
Non-controlling interests share of loss | (788) | (1,141) | |||||
Changes in non-controlling interests arising from changes in ownership interest | 2,415 | 342 | |||||
Other changes in non-controlling interests | 45 | (50) | |||||
Balance at ending | $ 1,072 | $ (600) | 249 | ||||
Ownership percentage | 82.70% | 82.70% | 82.70% | 73.20% | |||
VRB | |||||||
Associated non-controlling interests | |||||||
Balance at beginning | $ (1,123) | (244) | $ (244) | $ 250 | |||
Non-controlling interests share of loss | (879) | (480) | |||||
Other changes in non-controlling interests | (14) | ||||||
Balance at ending | $ (1,123) | $ (244) | 250 | ||||
Ownership percentage | 90% | 90% | 90% | 90% | |||
Cordoba | |||||||
Associated non-controlling interests | |||||||
Balance at beginning | $ 6,004 | 7,615 | $ 7,615 | $ (675) | |||
Non-controlling interests share of loss | (7,481) | (2,954) | |||||
Changes in non-controlling interests arising from changes in ownership interest | 5,694 | 11,167 | |||||
Other changes in non-controlling interests | 176 | 77 | |||||
Balance at ending | $ 6,004 | $ 7,615 | (675) | ||||
Ownership percentage | 63.30% | 63.30% | 63.30% | 58.40% | |||
Other [Member] | |||||||
Associated non-controlling interests | |||||||
Balance at beginning | $ (72) | $ (61) | $ (61) | $ (59) | |||
Non-controlling interests share of loss | (43) | (43) | |||||
Changes in non-controlling interests arising from changes in ownership interest | (1) | ||||||
Other changes in non-controlling interests | 33 | 41 | |||||
Balance at ending | $ (72) | $ (61) | $ (59) | ||||
Ownership percentage | 94.30% |
Income taxes - Major components
Income taxes - Major components of income tax (provision) / benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||||||
Foreign | $ 675 | $ 1,024 | $ 2 | ||||
Total current income tax provision / (benefit) | 675 | 1,024 | 2 | ||||
Deferred: | |||||||
Foreign | (191) | (643) | (719) | ||||
Total deferred income tax provision / (benefit) | (191) | (643) | (719) | ||||
Total income tax provision / (benefit) | $ (167) | $ (48) | $ 1,084 | $ (232) | $ 484 | $ 381 | $ (717) |
Income taxes - Income (loss) fr
Income taxes - Income (loss) from continuing operations before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (loss) from continuing operations before income taxes | |||
U.S. Operations | $ (31,499) | $ (5,834) | $ 863 |
Foreign | (36,528) | (23,637) | (30,324) |
Total | $ (68,027) | $ (29,471) | $ (29,461) |
Income taxes - Reasons for diff
Income taxes - Reasons for differences of annual income tax benefit (expense) and statutory federal income tax rate to the pretax (loss) income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reasons for differences of annual income tax benefit (expense) and statutory federal income tax rate to the pretax (loss) income | |||||||
U.S. Federal tax rate | 21% | 21% | 21% | ||||
Expected income tax benefit (expense) at U.S. Federal tax rate | $ (14,286) | $ (6,189) | $ (6,187) | ||||
Reconciling items: | |||||||
Difference between statutory and foreign tax rate | (151) | 654 | 1,796 | ||||
Permanent differences | 3,695 | 962 | (373) | ||||
Change in valuation allowance | 11,823 | 4,821 | 4,067 | ||||
Difference in current versus future tax rates | (351) | (322) | |||||
Impact of changes in tax rates | (608) | 693 | (8) | ||||
Other | 362 | (238) | (12) | ||||
Total income tax provision / (benefit) | $ (167) | $ (48) | $ 1,084 | $ (232) | $ 484 | $ 381 | $ (717) |
Income taxes - Tax effects of t
Income taxes - Tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | |||
Intangible assets | $ 91 | $ 89 | |
Exploration mineral interest | 19,488 | 14,004 | |
Net operating losses | 22,498 | 17,249 | |
Foreign capital losses | 4,285 | 4,251 | |
Share issuance costs | 202 | 179 | |
Convertible debt | 960 | ||
Other | 97 | 15 | |
Total gross deferred tax assets | 47,621 | 35,787 | |
Less: valuation allowance | (45,619) | (35,521) | $ (30,742) |
Net deferred tax assets | 2,002 | 266 | |
Deferred tax liabilities: | |||
Exploration mineral interest | (6,303) | (4,585) | |
Intangible assets | (162) | ||
Property, plant and equipment | (1,081) | (1,828) | |
Total gross deferred tax liabilities | (7,384) | (6,575) | |
Net deferred tax liability | $ (5,382) | $ (6,309) |
Income taxes - Changes in the v
Income taxes - Changes in the valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | ||
Balance, beginning of year | $ (35,521) | $ (30,742) |
(Increase) decrease due to foreign currency translation | 1,614 | (195) |
(Increase) related to non-utilization of deferred tax assets due to uncertainty of recovery and (increase) related to non-utilization of net operating loss carryforwards | (11,823) | (4,717) |
Decrease related to utilization and expiration of deferred tax assets, other | 111 | 242 |
Items in equity | (109) | |
Balance, end of year | $ (45,619) | $ (35,521) |
Income taxes - Net operating lo
Income taxes - Net operating loss carryforwards (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
U.S.A. | |
Net operating loss carryforwards | |
Net operating loss carryforwards | $ 24,651 |
Canada | |
Net operating loss carryforwards | |
Net operating loss carryforwards | 44,790 |
China | |
Net operating loss carryforwards | |
Net operating loss carryforwards | 21,697 |
Colombia | |
Net operating loss carryforwards | |
Net operating loss carryforwards | 46 |
Peru | |
Net operating loss carryforwards | |
Net operating loss carryforwards | $ 64 |
Income taxes - Additional infor
Income taxes - Additional information (Details) $ in Millions | Dec. 31, 2021 USD ($) |
Income taxes | |
Unrecognized income tax benefits | $ 45.7 |
Related party transactions - Th
Related party transactions - The Parent (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related party transactions | ||||
Cost allocation in related party transaction | $ 1,300 | $ 7,000 | $ 6,600 | |
Loans from the Parent | $ 5,756 | |||
CGI | ||||
Related party transactions | ||||
Loans from the Parent | $ 5,900 | |||
Interest (in percent) | 8% |
Related party transactions - Su
Related party transactions - Summary of transactions between the Company and certain significant related parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Apr. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related party transactions | ||||||||
Total Expenses, Balance outstanding | $ 1,322 | $ 1,322 | $ 993 | $ 262 | ||||
Total Transactions Expenses | 4,021 | $ 3,046 | 10,603 | $ 6,783 | 8,692 | 5,710 | $ 6,213 | |
General and administrative expenses | 1,626 | 2,052 | 4,678 | 3,987 | 5,454 | 3,060 | 3,248 | |
Exploration expenses | 2,395 | 994 | 5,925 | 2,796 | 3,238 | 2,650 | 2,965 | |
Cost allocation in related party transaction | $ 1,300 | 7,000 | 6,600 | |||||
Global Mining (Note a) | ||||||||
Related party transactions | ||||||||
Total Expenses, Balance outstanding | 1,249 | 1,249 | 993 | 262 | ||||
Total Transactions Expenses | 3,485 | 1,879 | 9,567 | 5,129 | 6,776 | 5,710 | 6,213 | |
Advances | $ 1,757 | $ 1,757 | $ 1,855 | 1,307 | ||||
Ownership percentage in outstanding common shares | 7.10% | 7.10% | 7.10% | |||||
Cost allocation in related party transaction | 645,000 | $ 645,000 | $ 2,400 | $ 2,200 | ||||
Working capital advances | $ 791,000 | |||||||
Ivanhoe Capital Aviation (Note b) | ||||||||
Related party transactions | ||||||||
Total Expenses, Balance outstanding | $ 0 | $ 0 | 0 | |||||
Total Transactions Expenses | 250 | 1,167 | 750 | 1,167 | 1,417 | |||
I Pulse Inc [Member] | ||||||||
Related party transactions | ||||||||
Total Expenses, Balance outstanding | 73 | 73 | 0 | |||||
Total Transactions Expenses | 286 | 0 | 286 | 0 | ||||
HPX (Note c) | ||||||||
Related party transactions | ||||||||
Total Expenses, Balance outstanding | 0 | 0 | 0 | |||||
Total Transactions Expenses | $ 0 | $ 0 | $ 0 | $ 487 | $ 499 |
Net loss per share_ (Details)
Net loss per share: (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss per share: | |||||||
Net loss attributable to common stockholders or parent | $ 40,388 | $ 17,645 | $ 110,206 | $ 33,034 | $ 59,320 | $ 25,234 | $ 24,634 |
Weighted-average common shares outstanding, basic | 92,887,918 | 62,270,157 | 73,685,619 | 60,704,929 | 61,502,094 | 59,909,344 | 59,909,344 |
Weighted-average common shares outstanding, diluted | 92,887,918 | 62,270,157 | 73,685,619 | 60,704,929 | 61,502,094 | 59,909,344 | 59,909,344 |
Net loss per share attributable to common stockholders or parent, basic | $ 0.43 | $ 0.28 | $ 1.50 | $ 0.54 | $ 0.96 | $ 0.42 | $ 0.41 |
Net loss per share attributable to common stockholders or parent, diluted | $ 0.43 | $ 0.28 | $ 1.50 | $ 0.54 | $ 0.96 | $ 0.42 | $ 0.41 |
Fair value measurement_ (Detail
Fair value measurement: (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 | |||
Financial assets: | |||
Investments subject to significant influence | $ 7,044 | $ 6,707 | |
Other investments | 1,802 | 1,196 | |
Total financial assets | $ 7,503 | 8,846 | $ 7,903 |
Financial liabilities: | |||
Ivanhoe Electric convertible notes | 0 | 0 | |
Total financial liabilities | 0 | 0 | |
Level 2 | |||
Financial assets: | |||
Total financial assets | 0 | 0 | |
Financial liabilities: | |||
Ivanhoe Electric convertible notes | 0 | 0 | |
Total financial liabilities | 0 | 0 | |
Level 3 | |||
Financial assets: | |||
Total financial assets | 0 | 0 | |
Financial liabilities: | |||
Ivanhoe Electric convertible notes | 0 | 54,975 | |
Deferred consideration payable | 26,562 | ||
Total financial liabilities | $ 0 | $ 81,537 |
Financial risk management_ (Det
Financial risk management: (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Financial risk management: | |
Maximum exposure to credit risk | $ 1.4 |
Segment reporting (Details)
Segment reporting (Details) - segment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Segment reporting | ||
Number of reportable segments | 3 | 3 |
Segment reporting - Segment inf
Segment reporting - Segment information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment reporting | |||||||
Revenue | $ 1,181 | $ 1,045 | $ 8,172 | $ 4,099 | $ 4,652 | $ 4,633 | $ 3,752 |
Loss from operations | 41,709 | 18,363 | 88,601 | 38,536 | 60,749 | 26,601 | 26,180 |
Depreciation and amortization | 4,250 | 4,039 | 3,876 | ||||
Segment Assets | 294,802 | 294,802 | 153,531 | 71,721 | 52,777 | ||
Expenditures for segment assets | 15,181 | 15,003 | 4,006 | ||||
Investments subject to significant influence | 7,701 | 7,727 | 14,438 | ||||
Operating segments | |||||||
Segment reporting | |||||||
Revenue | 4,652 | 4,633 | 3,752 | ||||
Segment Assets | 294,802 | 144,857 | 294,802 | 144,857 | |||
Intersegment revenues | |||||||
Segment reporting | |||||||
Revenue | 112 | 135 | 117 | ||||
Critical Metals | |||||||
Segment reporting | |||||||
Loss from operations | 53,188 | 21,054 | 18,477 | ||||
Depreciation and amortization | 826 | 790 | 595 | ||||
Segment Assets | 119,738 | 52,041 | 33,502 | ||||
Expenditures for segment assets | 14,832 | 14,911 | 3,969 | ||||
Investments subject to significant influence | 7,701 | 7,727 | 14,438 | ||||
Critical Metals | Operating segments | |||||||
Segment reporting | |||||||
Revenue | 185 | 278 | |||||
Segment Assets | 267,548 | 106,723 | 267,548 | 106,723 | |||
Data Processing | |||||||
Segment reporting | |||||||
Loss from operations | 633 | 752 | 1,293 | ||||
Depreciation and amortization | 2,865 | 2,783 | 2,718 | ||||
Segment Assets | 6,152 | 10,348 | 11,802 | ||||
Expenditures for segment assets | 8 | 7 | 5 | ||||
Data Processing | Operating segments | |||||||
Segment reporting | |||||||
Revenue | 4,512 | 4,212 | 3,032 | ||||
Segment Assets | 6,542 | 8,008 | 6,542 | 8,008 | |||
Data Processing | Intersegment revenues | |||||||
Segment reporting | |||||||
Revenue | 112 | 135 | 117 | ||||
Energy Storage | |||||||
Segment reporting | |||||||
Loss from operations | 6,928 | 4,795 | 6,410 | ||||
Depreciation and amortization | 559 | 466 | 563 | ||||
Segment Assets | 27,641 | 9,332 | 7,473 | ||||
Expenditures for segment assets | 341 | 85 | 32 | ||||
Energy Storage | Operating segments | |||||||
Segment reporting | |||||||
Revenue | $ 140 | $ 236 | $ 442 | ||||
Segment Assets | $ 20,712 | $ 30,126 | $ 20,712 | $ 30,126 |
Segment reporting - Geographic
Segment reporting - Geographic makeup of the Company's revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment reporting | |||||||
Revenue | $ 1,181 | $ 1,045 | $ 8,172 | $ 4,099 | $ 4,652 | $ 4,633 | $ 3,752 |
Canada | |||||||
Segment reporting | |||||||
Revenue | 4,512 | 4,212 | 3,032 | ||||
China | |||||||
Segment reporting | |||||||
Revenue | $ 140 | 236 | 442 | ||||
Other | |||||||
Segment reporting | |||||||
Revenue | $ 185 | $ 278 |
Segment reporting - Geographi_2
Segment reporting - Geographic makeup of the Company's long-lived assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment reporting | ||
Long-lived assets | $ 73,854 | $ 32,692 |
U.S.A | ||
Segment reporting | ||
Long-lived assets | 55,781 | 14,584 |
Colombia | ||
Segment reporting | ||
Long-lived assets | 14,604 | 14,409 |
Peru | ||
Segment reporting | ||
Long-lived assets | 2,558 | 2,529 |
China | ||
Segment reporting | ||
Long-lived assets | 764 | 989 |
Other | ||
Segment reporting | ||
Long-lived assets | $ 147 | $ 181 |
Segment reporting - Long-lived
Segment reporting - Long-lived assets reconcile to segment assets and the balance sheet (Details) € in Thousands, $ in Thousands | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 EUR (€) | Dec. 31, 2019 USD ($) |
Segment reporting | |||||
Long-lived assets | $ 73,854 | $ 32,692 | |||
Total current assets | $ 192,416 | 58,265 | 16,826 | ||
Mineral Royalty | 1,708 | 1,708 | |||
Investments subject to significant influence | 7,701 | 7,727 | $ 14,438 | ||
Other investments | 1,802 | 1,196 | |||
Intangible assets | 1,942 | 4,340 | 7,451 | ||
Other non-current assets | 3,410 | 5,861 | 4,121 | € 4,121 | |
Total assets | $ 294,802 | $ 153,531 | $ 71,721 | $ 52,777 |
Commitments and contingencies (
Commitments and contingencies (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Commitments and contingencies | |
Expected costs to upgrade its proprietary geophysical transmitting equipment | $ 1.9 |
Subsequent events - Convertible
Subsequent events - Convertible note financing (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||||
Jul. 31, 2022 USD ($) | Apr. 05, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jul. 31, 2023 $ / shares | Jan. 01, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Apr. 21, 2022 | |
Subsequent events | ||||||||||
Reverse stock split ratio | 3 | 3 | ||||||||
Proceeds from issuance of convertible notes | $ 86,200 | $ 48,621 | $ 49,999 | |||||||
Subsequent events | ||||||||||
Subsequent events | ||||||||||
Reverse stock split ratio | 3 | |||||||||
Proceeds from issuance of convertible notes | $ 86,200 | |||||||||
Interest rate on convertible debt (in percent) | 3% | |||||||||
Minimum gross proceeds for qualifying IPO | $ 25,000 | |||||||||
Conversion price of notes, if the notes have not been converted by July 21, 2023 | $ / shares | $ 9.39 | |||||||||
Subsequent events | Should the IPO occur on or before September 30, 2022 | ||||||||||
Subsequent events | ||||||||||
Percentage of discount to gross price per share at which common stock is sold in the IPO | 10% | |||||||||
Subsequent events | Should the IPO occur on or before December 31, 2022 | ||||||||||
Subsequent events | ||||||||||
Percentage of discount to gross price per share at which common stock is sold in the IPO | 15% | |||||||||
Subsequent events | Should the IPO occur on or after January 1, 2023 and prior to the maturity date | ||||||||||
Subsequent events | ||||||||||
Percentage of discount to gross price per share at which common stock is sold in the IPO | 20% |
Subsequent events - Earn-in agr
Subsequent events - Earn-in agreement (Details) - Subsequent events - Carolina Project $ in Millions | Dec. 31, 2021 USD ($) |
Subsequent events | |
Earn-in expenditures to achieve initial interest | $ 6 |
Earn-In Expenditures Required to Achieve Maximum Ownership Interest | $ 26 |
Maximum Potential Ownership | 85% |
CONDENSED INTERIM CONSOLIDATED
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS € in Thousands, $ in Thousands | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Current assets: | ||
Cash and cash equivalents | $ 177,666 | $ 49,850 |
Accounts receivable | 1,500 | 1,385 |
Inventory | 6,141 | 5,878 |
Prepaid expenses and deposits | 7,109 | 1,152 |
Total current assets | 192,416 | 58,265 |
Non-current assets: | ||
Investments subject to significant influence | 6,999 | 7,701 |
Other investments | 1,621 | 1,802 |
Exploration mineral interests | 84,744 | 73,039 |
Property, plant and equipment | 3,670 | 2,523 |
Intangible assets | 1,942 | 4,340 |
Other non-current assets | 3,410 | 5,861 |
Total assets | 294,802 | 153,531 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 17,256 | 10,195 |
Deferred consideration payable | 0 | 26,562 |
Lease liabilities, current | 289 | 342 |
Contract liability | 2,751 | 3,484 |
Total current liabilities | 20,296 | 40,583 |
Non-current liabilities: | ||
Deferred income taxes | 4,329 | 5,382 |
Convertible debt | 25,398 | 78,832 |
Lease liabilities, net of current portion | 928 | 55 |
Other non-current liabilities | 363 | 865 |
Total liabilities | 51,314 | 125,717 |
Commitments and contingencies (Note 15) | ||
Equity: | ||
Preferred stock, par value $0.0001; 50,000,000 shares authorized; none issued and outstanding | ||
Common stock, par value $0.0001; 700,000,000 shares authorized; 92.9 million shares issued and outstanding as of June 30, 2022 (December 31, 2021 - 63.9 million) | 9 | 6 |
Additional paid-in capital | 407,203 | 75,743 |
Accumulated deficit | (162,520) | (52,314) |
Accumulated other comprehensive income | (852) | (1,502) |
Equity attributable to common stockholders | 243,840 | 21,933 |
Non-controlling interests | (352) | 5,881 |
Total equity | 243,488 | 27,814 |
Total liabilities and equity | $ 294,802 | $ 153,531 |
CONDENSED INTERIM CONSOLIDATE_2
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 92,900,000 | 63,900,000 |
Common stock, shares outstanding | 92,900,000 | 63,900,000 |
CONDENSED INTERIM CONSOLIDATE_3
CONDENSED INTERIM CONSOLIDATED AND COMBINED CARVE-OUT STATEMENTS OF LOSS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED INTERIM CONSOLIDATED AND COMBINED CARVE-OUT STATEMENTS OF LOSS AND COMPREHENSIVE LOSS | |||||||||||
Revenue | $ 1,181 | $ 1,045 | $ 8,172 | $ 4,099 | $ 4,652 | $ 4,633 | $ 3,752 | ||||
Cost of sales | (875) | (531) | (1,042) | (1,172) | (1,520) | (1,785) | (1,806) | ||||
Gross profit | 306 | 514 | 7,130 | 2,927 | 3,132 | 2,848 | 1,946 | ||||
Operating expenses: | |||||||||||
Exploration expenses | 33,971 | 9,954 | 75,157 | 24,563 | 39,505 | 14,094 | 12,906 | ||||
General and administrative expenses | 6,853 | 7,888 | 16,738 | 14,108 | 20,402 | 11,651 | 10,768 | ||||
Research and development expenses | 1,140 | 1,007 | 3,728 | 2,719 | 3,825 | 3,629 | 4,171 | ||||
Selling and marketing expenses | 51 | 28 | 108 | 73 | 149 | 75 | 281 | ||||
Loss from operations | 41,709 | 18,363 | 88,601 | 38,536 | 60,749 | 26,601 | 26,180 | ||||
Other expenses (income): | |||||||||||
Interest expense, net | 164 | 468 | 1,199 | 583 | 1,534 | 175 | 114 | ||||
Foreign exchange loss (gain) | 972 | 199 | 1,403 | (155) | (254) | (502) | 265 | ||||
Loss on revaluation of investments | (171) | (17) | 1,272 | 241 | 634 | 2,909 | 2,452 | ||||
Loss on revaluation of convertible debt | 200 | 18,965 | 200 | ||||||||
Share of loss of equity method investees | 1,527 | 3,077 | 0 | 213 | 71 | 90 | |||||
Other expenses (income), net | (181) | 983 | 1,401 | 561 | 580 | 217 | 360 | ||||
Loss before income taxes | 44,020 | 20,196 | 115,918 | 39,966 | 68,027 | 29,471 | 29,461 | ||||
Income taxes | (167) | (48) | 1,084 | (232) | 484 | 381 | (717) | ||||
Net loss | (43,853) | $ (55,475) | $ (17,674) | (20,148) | $ (13,022) | $ (6,564) | (117,002) | (39,734) | (68,511) | (29,852) | (28,744) |
Less loss attributable to non-controlling interests | (3,465) | (2,503) | (6,796) | (6,700) | (9,191) | (4,618) | (4,110) | ||||
Net loss attributable to common stockholders or parent | 40,388 | 17,645 | 110,206 | 33,034 | 59,320 | 25,234 | 24,634 | ||||
Other comprehensive income, net of tax: | |||||||||||
Foreign currency translation adjustments | (990) | (204) | (949) | (6) | (89) | 361 | (230) | ||||
Other comprehensive income | (990) | $ 147 | $ (106) | (204) | $ 206 | $ (8) | (949) | (6) | (89) | 361 | (230) |
Comprehensive loss | 42,863 | 19,944 | 116,053 | 39,728 | 68,422 | 30,213 | 28,514 | ||||
Comprehensive loss attributable to: | |||||||||||
Common stockholders or parent | 39,673 | 17,509 | 109,556 | 33,060 | 59,284 | 25,477 | 24,368 | ||||
Non-controlling interests | 3,190 | 2,435 | 6,497 | 6,668 | 9,138 | 4,736 | 4,146 | ||||
Comprehensive (income) loss parent including noncontrolling interest | $ 42,863 | $ 19,944 | $ 116,053 | $ 39,728 | $ 68,422 | $ 30,213 | $ 28,514 | ||||
Net loss per share attributable to common stockholders, Basic | $ 0.43 | $ 0.28 | $ 1.50 | $ 0.54 | $ 0.96 | $ 0.42 | $ 0.41 | ||||
Net loss per share attributable to common stockholders, Diluted | $ 0.43 | $ 0.28 | $ 1.50 | $ 0.54 | $ 0.96 | $ 0.42 | $ 0.41 | ||||
Weighted-average common shares outstanding, Basic | 92,887,918 | 62,270,157 | 73,685,619 | 60,704,929 | 61,502,094 | 59,909,344 | 59,909,344 | ||||
Weighted-average common shares outstanding, Diluted | 92,887,918 | 62,270,157 | 73,685,619 | 60,704,929 | 61,502,094 | 59,909,344 | 59,909,344 |
CONDENSED INTERIM CONSOLIDATE_4
CONDENSED INTERIM CONSOLIDATED AND COMBINED CARVE-OUT STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Net parent investment | Accumulated deficit | Accumulated other comprehensive income(loss) | Non-controlling Interest | Total |
Beginning balance at Dec. 31, 2018 | $ 28,103 | $ 763 | $ 27,305 | ||||
Net loss | (24,634) | (4,110) | (28,744) | ||||
Other comprehensive income (loss) | (36) | 230 | |||||
Net transfer from parent | 28,666 | 28,666 | |||||
Other changes in non-controlling interests | 3,148 | 3,148 | |||||
Ending balance at Dec. 31, 2019 | 32,135 | (235) | 30,605 | ||||
Net loss | (25,234) | (4,618) | (29,852) | ||||
Other comprehensive income (loss) | (118) | (361) | |||||
Net transfer from parent | 36,619 | 36,619 | |||||
Other changes in non-controlling interests | 11,681 | 11,681 | |||||
Ending balance at Dec. 31, 2020 | 43,520 | $ (1,538) | 6,710 | 48,692 | |||
Net loss | (4,653) | (1,911) | (6,564) | ||||
Other comprehensive income (loss) | 13 | (5) | 8 | ||||
Net transfer from parent | 5,606 | 5,606 | |||||
Other changes in non-controlling interests | 398 | 398 | |||||
Ending balance at Mar. 31, 2021 | 44,473 | (1,525) | 5,192 | 48,140 | |||
Beginning balance at Dec. 31, 2020 | 43,520 | (1,538) | 6,710 | 48,692 | |||
Net loss | (39,734) | ||||||
Other comprehensive income (loss) | 6 | ||||||
Ending balance at Sep. 30, 2021 | $ 6 | $ 74,297 | $ (26,028) | (1,564) | 8,805 | 55,516 | |
Ending balance (in shares) at Sep. 30, 2021 | 63,814,668 | ||||||
Beginning balance at Dec. 31, 2020 | 43,520 | (1,538) | 6,710 | 48,692 | |||
Net loss | (7,006) | (52,314) | (9,191) | (68,511) | |||
Issuance of common stock, net of issuance costs | 9,678 | 9,678 | |||||
Issuance of common stock, net of issuance costs (in shares) | 4,015,990 | ||||||
Other comprehensive income (loss) | 53 | 89 | |||||
Net transfer from parent | 29,140 | 29,140 | |||||
Restructuring upon spin off (Note 1) | $ 6 | 65,648 | (65,654) | ||||
Restructuring upon spin off (Note 1) (in shares) | 59,909,344 | ||||||
Share based compensation | 2,800 | 406 | 3,206 | ||||
Other changes in non-controlling interests | (2,383) | 7,903 | 5,520 | ||||
Ending balance at Dec. 31, 2021 | $ 6 | 75,743 | (52,314) | (1,502) | 5,881 | 27,814 | |
Ending balance (in shares) at Dec. 31, 2021 | 63,925,334 | ||||||
Beginning balance at Mar. 31, 2021 | 44,473 | (1,525) | 5,192 | 48,140 | |||
Net loss | (2,353) | (8,383) | (2,286) | (13,022) | |||
Other comprehensive income (loss) | (175) | (31) | (206) | ||||
Net transfer from parent | 23,534 | 23,534 | |||||
Restructuring upon spin off (Note 1) | $ 6 | 65,648 | $ (65,654) | ||||
Restructuring upon spin off (Note 1) (in shares) | 59,909,344 | ||||||
Share based compensation | 236 | 80 | 316 | ||||
Other changes in non-controlling interests | (28) | 1,567 | 1,539 | ||||
Ending balance at Jun. 30, 2021 | $ 6 | 65,856 | (8,383) | (1,700) | 4,522 | 60,301 | |
Ending balance (in shares) at Jun. 30, 2021 | 59,909,344,000 | ||||||
Net loss | (17,645) | (2,503) | (20,148) | ||||
Issuance of common stock, net of issuance costs | 9,410 | 9,410 | |||||
Issuance of common stock, net of issuance costs (in shares) | 3,905,324 | ||||||
Other comprehensive income (loss) | 136 | 68 | 204 | ||||
Share based compensation | 1,877 | 104 | 1,981 | ||||
Other changes in non-controlling interests | (2,846) | 6,614 | 3,768 | ||||
Ending balance at Sep. 30, 2021 | $ 6 | 74,297 | (26,028) | (1,564) | 8,805 | 55,516 | |
Ending balance (in shares) at Sep. 30, 2021 | 63,814,668 | ||||||
Beginning balance at Dec. 31, 2021 | $ 6 | 75,743 | (52,314) | (1,502) | 5,881 | 27,814 | |
Beginning balance (in shares) at Dec. 31, 2021 | 63,925,334 | ||||||
Net loss | (15,452) | (2,222) | (17,674) | ||||
Other comprehensive income (loss) | 102 | 4 | 106 | ||||
Share based compensation | 882 | 73 | 955 | ||||
Ending balance at Mar. 31, 2022 | $ 6 | 76,625 | (67,766) | (1,400) | 3,736 | 11,201 | |
Ending balance (in shares) at Mar. 31, 2022 | 63,925,334 | ||||||
Beginning balance at Dec. 31, 2021 | $ 6 | 75,743 | (52,314) | (1,502) | 5,881 | 27,814 | |
Beginning balance (in shares) at Dec. 31, 2021 | 63,925,334 | ||||||
Ending balance at Jun. 30, 2022 | $ 9 | 406,851 | (122,132) | (1,567) | 2,697 | 285,858 | |
Ending balance (in shares) at Jun. 30, 2022 | 92,887,918 | ||||||
Beginning balance at Dec. 31, 2021 | $ 6 | 75,743 | (52,314) | (1,502) | 5,881 | 27,814 | |
Beginning balance (in shares) at Dec. 31, 2021 | 63,925,334 | ||||||
Net loss | (117,002) | ||||||
Other comprehensive income (loss) | 949 | ||||||
Issuance of common stock upon conversion of debt | (160,140) | ||||||
Ending balance at Sep. 30, 2022 | $ 9 | 407,203 | (162,520) | (852) | (352) | 243,488 | |
Ending balance (in shares) at Sep. 30, 2022 | 92,887,918 | ||||||
Beginning balance at Mar. 31, 2022 | $ 6 | 76,625 | (67,766) | (1,400) | 3,736 | 11,201 | |
Beginning balance (in shares) at Mar. 31, 2022 | 63,925,334 | ||||||
Net loss | (54,366) | (1,109) | (55,475) | ||||
Issuance of common stock, net of issuance costs | $ 2 | 158,200 | 158,202 | ||||
Issuance of common stock, net of issuance costs (in shares) | 14,388,000 | ||||||
Other comprehensive income (loss) | (167) | 20 | (147) | ||||
Share based compensation | 784 | 54 | 838 | ||||
Issuance of common stock upon conversion of debt | $ 1 | 160,139 | 160,140 | ||||
Issuance of common stock upon conversion of debt (in shares) | 13,628,958 | ||||||
Issuance of common stock upon settlement of liability | 11,111 | 11,111 | |||||
Issuance of common stock upon settlement of liability (in shares) | 945,626 | ||||||
Other changes in non-controlling interests | (8) | (4) | (12) | ||||
Ending balance at Jun. 30, 2022 | $ 9 | 406,851 | (122,132) | (1,567) | 2,697 | 285,858 | |
Ending balance (in shares) at Jun. 30, 2022 | 92,887,918 | ||||||
Net loss | (40,388) | (3,465) | (43,853) | ||||
Other comprehensive income (loss) | 715 | 275 | 990 | ||||
Share issuance costs | (229) | (229) | |||||
Share based compensation | 581 | 141 | 722 | ||||
Ending balance at Sep. 30, 2022 | $ 9 | $ 407,203 | $ (162,520) | $ (852) | $ (352) | $ 243,488 | |
Ending balance (in shares) at Sep. 30, 2022 | 92,887,918 |
CONDENSED INTERIM CONSOLIDATE_5
CONDENSED INTERIM CONSOLIDATED AND COMBINED CARVE-OUT STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (117,002,000) | $ (39,734,000) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||
Depreciation of property, plant and equipment | 493,000 | 265,000 |
Amortization of Intangible assets | 2,240,000 | 2,381,000 |
Amortization of operating lease right-of-use-assets | 454,000 | 509,000 |
Share-based compensation | 2,515,000 | 2,919,000 |
Unrealized foreign exchange loss (gain) | 1,384,000 | (241,000) |
Interest expense | 1,542,000 | 613,000 |
Income taxes | (1,084,000) | 232,000 |
Loss on revaluation of convertible debt | 18,965,000 | 200,000 |
Loss on de-recognition of mineral interest | 5,700,000 | 0 |
Loss on revaluation of investments | 1,272,000 | 241,000 |
Share of loss of equity method investees | 3,077,000 | 0 |
Other | 1,353,000 | 186,000 |
Changes in other operating assets and liabilities: | ||
Trade accounts receivable | (115,000) | 1,074,000 |
Inventory | (263,000) | (1,013,000) |
Operating lease liabilities | (615,000) | (548,000) |
Accounts payable and accrued liabilities | 4,019,000 | 4,061,000 |
Other operating assets and liabilities | (4,880,000) | (204,000) |
Net cash used in operating activities | (78,777,000) | (29,523,000) |
Investing activities | ||
Purchase of mineral interests | (33,889,000) | (4,275,000) |
Purchase of property, plant and equipment and intangible assets | (853,000) | (3,008,000) |
Purchase of investments subject to significant influence | (3,601,000) | (870,000) |
Other | 0 | (650,000) |
Net cash used in investing activities | (38,343,000) | (8,803,000) |
Financing activities | ||
Net proceeds from issuance of common stock | 159,320,000 | 9,408,000 |
Proceeds from Ivanhoe Electric convertible notes | 86,200,000 | 48,621,000 |
Proceeds from VRB convertible bond, net of issuance costs | 0 | 22,857,000 |
Net transfer from parent | 0 | 23,152,000 |
Proceeds from subsidiary financings | 0 | 5,317,000 |
Other | (12,000) | 0 |
Net cash provided by financing activities | 245,508,000 | 109,355,000 |
Effect of foreign exchange rate changes on cash and cash equivalents | (572,000) | (183,000) |
Increase in cash and cash equivalents | 128,388,000 | 71,029,000 |
Cash and cash equivalents, beginning of the year | 49,850,000 | 9,341,000 |
Cash and cash equivalents, end of the period | 177,666,000 | 80,187,000 |
Supplemental cash flow information | ||
Cash paid for income taxes | 558,000 | 498,000 |
Supplemental disclosure of non-cash investing and financing activities | ||
Issuance of common stock upon conversion of debt | 160,140,000 | 0 |
Issuance of common stock upon settlement of liability | 11,111,000 | 0 |
Settlement of loan from parent | 0 | 5,886,000 |
Issuance of common stock in exchange for assets (Note 1) | $ 0 | $ 65,654,000 |
Background and basis of prepa_3
Background and basis of preparation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Background and basis of preparation | ||
Background and basis of preparation | 1. Background and basis of preparation: Ivanhoe Electric Inc. (“Ivanhoe Electric” or “the Company”) was incorporated in the State of Delaware, USA, on July 14, 2020, as a wholly-owned subsidiary of High Power Exploration Inc. (“the Parent” or “HPX”). On April 30, 2021, HPX completed a restructuring whereby HPX contributed (i) all of the issued and outstanding shares of HPX’s subsidiaries, other than those holding direct or indirect interests in its Nimba Iron Ore Project (“Nimba Project”); (ii) certain property, plant and equipment; and (iii) certain financial assets (collectively the “Contributed Assets”) in exchange for common stock of Ivanhoe Electric. HPX then distributed 59,909,344 shares of common stock of Ivanhoe Electric to HPX stockholders by way of an in-kind dividend, with each HPX stockholder receiving one share of common stock of Ivanhoe Electric for each HPX share held by the stockholder. As HPX continued to hold its interest in Ivanhoe Electric immediately following the transfer of the Contributed Assets, there was no resultant change of control in either Ivanhoe Electric or the Contributed Assets. As such, the acquisition by Ivanhoe Electric of the Contributed Assets has been accounted for at historical cost as a transaction between entities under common control. On June 30, 2022, Ivanhoe Electric completed an initial public offering (“IPO”) of 14,388,000 shares of the Company’s common stock at a price of $11.75 per share, resulting in gross proceeds from the offering of $169.1 million. The Company’s shares were listed on the NYSE American and the Toronto Stock Exchange under the ticker symbol “IE”. Ivanhoe Electric is a mineral project exploration and development company with a focus on identifying and developing mineral projects, and ultimately mines, associated with the metals necessary for electrification, in particular, copper, nickel, cobalt, vanadium, gold, silver, and the platinum group metals. The Company’s current mineral projects are located predominantly 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 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, 2022 (December 31, 2021 — 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, 2022 (December 31, 2021 — 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 63.3% as at September 30, 2022 (December 31, 2021 — 63.3% ). ● Kaizen Discovery Inc. (“Kaizen”) holds the Pinaya copper-gold exploration project in Peru. Ivanhoe Electric had an ownership interest in Kaizen of 82.7% as at September 30, 2022 (December 31, 2021 — 82.7% ). Basis of preparation: These condensed interim consolidated and combined carve-out financial statements have been prepared under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). Basis of preparation — Prior to the restructuring: These condensed interim consolidated and combined carve-out financial statements include results of the Company for periods prior to the restructuring on April 30, 2021. Up to the date of restructuring, these financial statements have been prepared on a combined basis and the Parent’s net investment in the Company’s operations is shown in lieu of stockholders’ equity. All intercompany balances and transactions have been eliminated in the condensed interim consolidated and combined carve-out financial statements. Prior to the restructuring, the financing of operations was historically managed by the Parent. Net parent investment represents the Parent’s historical investment in the Company and includes accumulated net earnings or losses attributable to the Parent, intercompany balances that were capitalized at the time of the restructuring and direct capital contributions and expense allocations from the Parent to the Company. Assets contributed to Ivanhoe Electric at the time of restructuring have been recorded by the Company during the periods the assets were under the control of the Parent, except for certain loan receivables and advances that have not been allocated to the Company prior to the restructuring completion date (Note 12). A description of the costs allocated to the Company is included in Note 12. Management believes the assumptions underlying the condensed interim consolidated and combined carve-out financial statements, including the assumptions regarding allocation of expenses, are systematic, rational and reasonable. Nevertheless, the condensed interim consolidated and combined carve-out financial statements may not include all of the actual expenses that would have been incurred by the Company on a stand-alone basis, and may not accurately reflect the Company’s historical financial position, results of operations and cash flows that would have been reported if the Company had been a stand-alone entity during the periods prior to the restructuring. The amounts that would have been or will be incurred on a stand-alone basis could differ from the amounts allocated due to economies of scale, management judgment, cash management and financing obtained as a stand-alone company, or other factors. Basis of preparation — Subsequent to the restructuring: The Company’s financial statements for the periods subsequent to April 30, 2021 are consolidated financial statements based on the reported results of Ivanhoe Electric as a stand-alone company. Reverse stock split: In June 2022, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s outstanding common stock at a ratio of 3-for-1 (the “Reverse Stock Split”) effective as of June 16, 2022. The number of authorized shares and the par value of the common stock were not adjusted as a result of the Reverse Stock Split. For periods before June 16, 2022, all references to common stock, options to purchase common stock, per share data, and related information contained in the condensed interim consolidated and combined carve-out financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split. The condensed consolidated and combined carve-out 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. | 1. Background and basis of preparation: Ivanhoe Electric Inc. (“Ivanhoe Electric” or “the Company”) was incorporated in the State of Delaware, USA, on July 14, 2020, as a wholly-owned subsidiary of High Power Exploration Inc. (“the Parent” or “HPX”). On April 30, 2021, HPX completed a restructuring whereby HPX contributed (i) all of the issued and outstanding shares of HPX’s subsidiaries, other than those holding direct or indirect interests in its Nimba Iron Ore Project (“Nimba Project”); (ii) certain property, plant and equipment; and (iii) certain financial assets (collectively the “Contributed Assets”) in exchange for common stock of Ivanhoe Electric. HPX then distributed 59,909,344 shares of common stock of Ivanhoe Electric to HPX stockholders by way of an in-kind dividend, with each HPX stockholder receiving one share of common stock of Ivanhoe Electric for each HPX share held by the stockholder. Ivanhoe Electric is a mineral project exploration and development company with a focus on identifying and developing mineral projects, and ultimately mines, associated with the metals necessary for electrification, in particular, copper, gold, silver, nickel, cobalt, vanadium and the platinum group metals. While the Company’s current mineral projects are predominantly in the United States, it also holds significant, ownership interests and in some cases controlling financial interests, in other offshore mineral projects, in proprietary mineral exploration technology and in minerals-based high technology. The Company conducts the following business activities through certain subsidiaries: ● Kaizen Discovery Inc. (“Kaizen”) holds the Pinaya copper-gold exploration project in Peru. Ivanhoe Electric had an ownership interest in Kaizen of 82.7% as at December 31, 2021 (December 31, 2020 — 73.2% ). ● Cordoba Minerals Corp. (“Cordoba”) holds the San Matias copper-gold-silver project in northern Colombia. Ivanhoe Electric had an ownership interest in Cordoba of 63.3% as at December 31, 2021 (December 31, 2020 — 58.4% ). ● 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 December 31, 2021 (December 31, 2020 — 90.0% ). ● Computational Geosciences Inc. (“CGI”), provides data analytics, geophysical modelling 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 December 31, 2021 (December 31, 2020 — 94.4% ). As HPX continued to hold its interest in Ivanhoe Electric immediately following the transfer of the Contributed Assets, there was no resultant change of control in either Ivanhoe Electric or the Contributed Assets. As such, the acquisition by Ivanhoe Electric of the Contributed Assets has been accounted for at historical cost as a transaction between entities under common control. Basis of preparation — Prior to the restructuring: These consolidated and combined carve-out financial statements have been prepared under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). These consolidated and combined carve-out financial statements include results of the Company for periods prior to the restructuring on April 30, 2021. Up to the date of restructuring, these financial statements have been prepared on a combined basis and the Parent’s net investment in the Company’s operations is shown in lieu of stockholders’ equity. All intercompany balances and transactions have been eliminated in the consolidated and combined carve-out financial statements. Prior to the restructuring, the financing of operations was historically managed by the Parent. Net parent investment represents the Parent’s historical investment in the Company and includes accumulated net earnings or losses attributable to the Parent, intercompany balances that were capitalized at the time of the restructuring and direct capital contributions and expense allocations from the Parent to the Company. Assets contributed to Ivanhoe Electric at the time of restructuring have been recorded by the Company during the periods the assets were under the control of the Parent, except for certain loan receivables and advances that have not been allocated to the Company prior to the restructuring completion date (Note 24). A description of the costs allocated to the Company is included in Note 24. Management believes the assumptions underlying the consolidated and combined carve-out financial statements, including the assumptions regarding allocation of expenses, are systematic, rational and reasonable. Nevertheless, the consolidated and combined carve-out financial statements may not include all of the actual expenses that would have been incurred by the Company on a stand-alone basis, and may not accurately reflect the Company’s historical financial position, results of operations and cash flows that would have been reported if the Company had been a stand-alone entity during the periods prior to the restructuring. The amounts that would have been or will be incurred on a stand-alone basis could differ from the amounts allocated due to economies of scale, management judgment, cash management and financing obtained as a stand-alone company, or other factors. Basis of preparation — Subsequent to the restructuring: The Company’s financial statements for the periods subsequent to April 30, 2021 are consolidated financial statements based on the reported results of Ivanhoe Electric as a stand-alone company. Reverse stock split: In June 2022, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s outstanding common stock at a ratio of 3-for-1 (the “Reverse Stock Split”) effective as of June 16, 2022. The number of authorized shares and the par values of the common stock were not adjusted as a result of the Reverse Stock Split. All references to common stock, options to purchase common stock, per share data, and related information contained in the financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. References to “$” refer to United States dollars and “Cdn$” to Canadian dollars. |
Significant accounting polici_7
Significant accounting policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Significant accounting policies | ||
Significant accounting policies | 2. Significant accounting policies: The accompanying condensed interim consolidated and combined carve-out financial statements are unaudited and include all adjustments, consisting of normal recurring entries, which management believes to be necessary for a fair presentation for the dates and periods presented. Interim results are not necessarily indicative of results for a full year. The condensed interim consolidated and combined carve-out financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all financial information and disclosures required by U.S. GAAP for complete financial statements and should be read in conjunction with the Company’s audited consolidated and combined carve-out financial statements for the year ended December 31, 2021. The Company discloses in its consolidated and combined carve-out financial statements for the year ended December 31, 2021, 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 and combined carve-out financial statements for the year ended December 31, 2021. The Company adopted ASU 2019-12 effective January 1, 2022. The new guidance which simplifies the accounting for income taxes, eliminates certain exceptions with ASC 740 and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The adoption of ASU 2019-12 did not have a material impact on the Company’s condensed interim consolidated and combined carve-out financial statements. In August 2020, the FASB issued ASU 2020-06 Debt — Debt with Conversion and Other Options (Topic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Topic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with both liability and equity characteristics. Non-public entities and emerging growth companies applying extended transition periods for new or revised accounting standards are required to adopt the update effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the expected impact on the financial statements. | 3. Significant accounting policies: (a) Basis of measurement: These consolidated and combined carve-out financial statements have been prepared on the historical cost basis except as disclosed in these accounting policies. (b) Basis of combination: The consolidated and combined carve-out financial statements include the accounts of the Company and entities controlled by HPX transferred to Ivanhoe Electric at the time of the restructuring. For entities controlled through less than a 100% ownership interest, a non-controlling interest is recorded to reflect the non-controlling interest’s share of the net loss and net assets of the entity. Principles of consolidation: The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (“VIE”) or the voting interest model. An entity is considered to be a VIE if any of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of the equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. The Company consolidates entities that are VIEs when the Company determines it is the primary beneficiary. Generally, the primary beneficiary of a VIE is a reporting entity that has (a) the power to direct the activities that most significantly affect the VIE’s economic performance, and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company’s VIE’s are discussed in Note 20 (Earn-in Options) and Note 22 (Non-controlling Interests). (c) Foreign currency: The functional currency and reporting currency of Ivanhoe Electric is the U.S. dollar. Each subsidiary determines its own functional currency based on the primary economic environment in which it operates. ( i ) Foreign currency translation: Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange in effect on the balance sheet date. Transactions in currencies other than the functional currency are measured and recorded in the functional currency at the exchange rate prevailing on the transaction date, and exchange differences arising on remeasurement are recognized in net loss. ( ii ) Foreign operations: The assets and liabilities of foreign operations whose functional currency is other than the reporting currency are translated into U.S. dollars at the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rates for the year. Translation adjustments are shown as a component of other comprehensive income. (d) Cash and cash equivalents: Cash and cash equivalents comprise deposits held with banks and other short-term highly liquid investments with original maturities of three months or less that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value. (e) Trade accounts receivable: Trade accounts receivable are recorded at cost and do not bear interest. Management evaluates all accounts periodically and an allowance is established based on the best facts available. Management considers historical realization data, accounts receivable aging trends, other operational trends and reasonable forecasts to estimate the collectability of receivables. After all reasonable attempts to collect a receivable have been exhausted, the receivable is written off against the allowance for doubtful accounts. (f) Inventory: Inventories are stated at the lower of cost and net realizable value. Cost comprises direct materials and where applicable, direct labor costs and overheads that have been incurred in bringing the inventory to its present location and condition. Cost is calculated using the weighted average cost method. Net realizable value represents the estimated selling price less all estimated costs of completion and costs necessary to make the sale. Where cost exceeds net realizable value, the recorded value of inventory is written down to its net realizable value, and such impairment losses are not reversed in future periods. (g) Investments subject to significant influence: The Company accounts for its investments over which it has significant influence or joint control, but not a controlling financial interest, using the equity method of accounting unless it has elected to account for an investment subject to significant influence at fair value. Interests in equity-accounted investees are recognized initially at cost. Subsequently, the Company adjusts the carrying amount of the investments to fair value where the fair value option has been elected or recognizes its share of earnings or losses of the investees where applying the equity method. Where investee’s financial information is not produced in a sufficiently timely manner for the Company to apply the equity method of accounting in its consolidated financial statements, the Company records its share of earnings and losses on a lag, not to exceed three months. When a lag period is applied, the Company discloses all material intervening events. The Company evaluates its equity method investments for potential impairment whenever events or changes in circumstances indicate that there is an other-than-temporary decline in the value of the investment. Declines in fair value that are deemed to be other-than- temporary are charged to other expenses. (h) Other investments Changes in the fair value for equity securities with a readily determinable fair value are reported in the combined carve-out statement of loss. The Company records equity securities without readily determinable fair values (such as investment in common stock, warrants and options of privately held companies) at cost, less impairment, and makes subsequent adjustments to the carrying values for observable price changes for the identical or a similar investment of the same issuer. Equity securities without readily determinable fair values are written down to their fair value if a qualitative assessment indicates that the investment is impaired and the fair value of the investment is less than its carrying amount. (i) Derivatives Derivative instruments and embedded derivatives on the balance sheet are carried at fair value with changes in fair value recorded in earnings unless hedge accounting applies. The Company has not applied hedge accounting to any derivatives. (j) Mineral interests and exploration expense Direct costs for the acquisition of mineral exploration rights, including option payments, are capitalized and recorded initially at cost as mineral interests. Exploration and evaluation costs are expensed in the period incurred until such time as it has been determined that a mineral property has proven and probable reserves, in which case subsequent evaluation and costs incurred to develop a mineral property are capitalized. Mineral interests are not amortized until the underlying property is converted to the production stage, at which point the mineral interests are amortized over the estimated recoverable proven and probable reserves. Exploration and evaluation costs include topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling, and activities in relation to evaluating the technical feasibility and commercial viability of extracting a mineral resource, as well as value-added taxes in relation to these direct exploration and evaluation costs incurred in foreign jurisdictions when recoverability of those taxes is uncertain. Exploration and evaluation costs include funding exploration and evaluation costs pursuant to earn-in arrangements through which the Company has the right to fund exploration and evaluation activities on assets owned by a third party and the opportunity to earn into a partial ownership position directly or indirectly in the underlying assets upon reaching specified funding thresholds. Earn-in arrangements generally provide no commitment by the Company for future funding and the Company is not entitled to any economic returns associated with the underlying mineral interests unless the Company chooses to fund to certain levels. (k) Property, plant and equipment: Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Major expenditures for replacements and significant improvements that increase asset values and extend useful lives are capitalized. The cost of property, plant and equipment, less its estimated residual value, is depreciated over its estimated useful lives using the straight-line method on the following bases: Asset Basis Equipment and vehicles 3 to 10 years Computer equipment 3 to 5 years Leasehold improvements Shorter of useful life and remaining lease term The useful lives, residual values and depreciation method are reviewed annually, with the effect of any changes in estimate accounted for on a prospective basis. (l) Leases: The Company assesses whether a contract is or contains a lease, at the inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the Company has the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement and if the Company has the right to direct the use of the asset. The Company recognizes a right-of-use asset (“ROU asset”) and a corresponding lease liability at the commencement of the lease, except the company has elected not to recognize ROU assets and liabilities for leases where the total lease term is less than or equal to 12 months. The Company has elected to treat the lease and non-lease components of office leases as a single lease component. Lease liabilities are initially measured at the present value of the unpaid lease payments at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease liabilities are subsequently measured by increasing the carrying amount to reflect interest on the lease liability and by reducing the carrying amount to reflect the lease payments made. Operating Leases The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the Company records the amortization of the ROU assets and the accretion of the lease liabilities as a single lease cost on a straight-line basis over the lease term. Finance Leases For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is included in depreciation and interest expense on the lease liability is included in interest expense. (m) Intangible assets: Intangible assets with finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over the asset estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in the estimate being accounted for on a prospective basis. The estimated useful lives of intangibles are: Asset Basis Patents and licenses 5 to 20 years Software 1 to 5 years Artificial Intelligence intellectual property 5 years (n) Impairment of long-lived assets: Long-lived assets, such as property, plant, and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values or third-party independent appraisals. (o) Revenue recognition: The Company recognizes revenue from the following major sources: ● Data processing services; ● Sale of software licenses; and ● Sale of renewable energy storage systems. ( i ) Data processing services: The Company sells data processing services to customers in the mineral, oil & gas and water exploration industries. The Company enters into contracts with customers with single and multiple deliverables or performance obligations. General payment terms are net 15 days. A performance obligation is a promise in a contract with a customer to transfer products or services that are distinct. Determining whether products or services are distinct performance obligations that should be accounted for separately, or combined as one unit of accounting and the allocation of the transaction price to each distinct performance obligation may require significant judgment. For short term contracts with a single deliverable, the Company recognizes revenue at the point in time when it transfers control of a distinct performance obligation to a customer. Control transfers on the agreed upon deliverable being delivered to the customer, the customer accepting the deliverable and the Company has not retained any significant risk of future obligations with respect to the service being provided. The Company is also entered into arrangements for the provision of long-term data processing services. Such services are recognized as a performance obligation satisfied over time. Revenue is recognized for these services based on the stage of completion of the contract using the most appropriate measure of progress towards complete satisfaction of the performance obligations. Payment for these services is in accordance with an agreed billing schedule and therefore either (i) a contract asset is recognized over the period in which the services are performed, representing the Company’s right to consideration for the services performed to date, or (ii) a contract liability is recognized until the corresponding services have been provided. (ii) Sale of software licenses: The Company enters into software license agreements where it provides the use of software to the customer. The Company recognizes revenue at the point in time that it satisfies its performance obligation by making the software available for download, meeting customer specific acceptance criteria, where applicable, and having reasonable certainty that the consideration will be received. Revenue is measured based on the consideration specified in a contract with a customer. (iii) Sale of energy storage systems: The Company designs, develops, and manufactures energy storage systems as products as well as energy storage solutions and operations & maintenance (“O&M”) services. Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring a promised good or service to a customer. Energy storage systems as products are transferred at a point in time when the customer obtains control of the product, which is typically upon shipment, delivery, installation and commissioning, depending on the contract terms. Revenue is recognized for sales of battery storage solutions over time based on the estimated progress to completion using a cost-based input method. In applying the cost-based input method of revenue recognition, we use the actual costs incurred relative to the total estimated costs to determine progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize. The cost based input method of revenue recognition is considered a faithful depiction of efforts to satisfy energy storage solutions and therefore reflect the transfer of goods or services to a customer under such contracts. Costs incurred towards contract completion may include costs associated with direct materials, labor, subcontractors, and other indirect costs related to contract performance. The cost-based input method of revenue recognition requires the Company to make estimates of net contract revenues and costs to complete projects. O&M services are transferred over time when customers receive and consume the benefits provided by the Company’s performance under the terms of service arrangements. (p) Contingent liabilities: ( i ) Warranties: The Company provides maintenance on energy storage products during the warranty period, usually 1 to 5 years. Costs of warranty include the cost of labor, material and related overhead necessary to repair a product during the warranty period. The Company accrues for the estimated cost of the warranty on products shipped upon recognition of the sale of the product. The costs are estimated based on actual historical expenses incurred and on estimated future expenses related to current sales, and are updated each reporting period. ( ii ) Asset retirement obligations: The Company recognizes asset retirement obligations arising from regulatory, contractual or other legal requirements to perform certain property and asset reclamation activities at the end of the respective asset life. Asset retirement obligations are recorded when environmental disturbance occurs, accompanied by a legal obligation to remediate. Asset retirement obligations, or increases therein, are initially measured at fair value and subsequently adjusted for accretion expense and changes in the amount or timing of the estimated cash flows. (q) Research and development costs: Expenditure on research and development activities is recognised as an expense in the period in which it is incurred. (r) Share-based compensation: The Company recognizes employee stock-based compensation as an expense in the consolidated and combined carve-out financial statements. Equity-classified awards are measured at the grant date fair value of the award. The Company estimates grant date fair value using the Black-Scholes option valuation model using the grant date stock price, dividend yield, estimated amounts for volatility of the Company’s stock, the expected life of the awards and the risk-free interest rate. Compensation expense is recognized over the requisite service period for each separate tranche of the award. Forfeitures are accounted for as they occur. (s) Income taxes: Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of uncertain income tax positions if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties, if any, in general and administrative expenses. Each reporting period, the Company reviews its deferred tax assets for the possibility they will not be realized. A valuation allowance will be recorded if it is more likely than not that a deferred tax asset will not be realized. (t) Fair value measurements: The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (Note 26): ● Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible at the measurement date. ● Level 2: Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). (u) Net loss per share: Basic and diluted loss per share attributable to common stockholders are computed by dividing the net loss available to common stockholders by the weighted-average number of common shares outstanding for the respective period presented. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period, except to the extent they are antidilutive. (v) Convertible debt: Upon the issuance of convertible debt, the Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the statement of consolidated and combined loss. If the conversion feature does not require derivative treatment, the instrument is evaluated for consideration of any beneficial conversion features or cash conversion features. The equity component, if any, is treated as a discount on the liability component of the convertible debt, which is amortized over the term of the convertible debt using the effective interest rate method. When it has been determined an instrument does not have an equity component, the Company may elect to account for the instrument at fair value with changes in fair value recorded in the statement of consolidated and combined loss, except with respect to changes in value caused by changes in the Company’s own credit risk. (w) Debt and equity issuance costs: Debt issuance costs directly related to a debt liability, including fees, commissions and legal expenses, are deferred and presented as a direct reduction from the carrying amount of the debt and amortized on an effective interest rate method over the term of the liability. Amortization of debt issuance costs is included in interest expense in the Company’s consolidated and combined carve-out statement of loss. For debt where the company has elected fair value accounting under ASC 825, debt issuance costs are expensed on recognition in the Company’s consolidated and combined carve-out statement of net loss. Costs directly attributable to the issuance of equity in the Company are netted against the gross proceeds of the equity. |
Use of estimates_2
Use of estimates | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Use of estimates | ||
Use of estimates | 3. Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP 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 and combined carve-out financial statements for the year ended December 31, 2021. | 4. Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP 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 estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Significant areas requiring the use of estimates are as follows (i) Fair value of financial instruments: Certain financial instruments, such as options and warrants for the purchase of equity securities are carried in the statements of financial position at fair value, with changes in fair value reflected in the statement of loss and comprehensive loss. Fair values are estimated by reference to published price quotations or by using other valuation techniques that may include inputs that are not based on observable market data, such as volatility of share prices. (ii) Useful lives of property, plant and equipment and finite life intangible assets: Changes in technology or the Company’s intended use of these assets, as well as changes in business prospects or economic and industry factors, may cause the estimated useful lives of these assets to change. (iii) Recoverability of investments in equity securities: The recoverability of the carrying value of the Company’s investments in private equity securities, including those subject to significant influence, is dependent on the Company’s ability to sell the assets privately or the investees’ ability to publicly list the shares or generate profitable operations and pay dividends in the future, in each case in amounts that exceed the carrying value. Changes in the investees’ plans and value or the Company’s expectations related to the manner and timing of realizing the value of its equity investments, may result in changes in the recoverability of recorded amounts. (iv) Recoverability of deferred income tax assets: The Company has recognized significant valuation allowances against its deferred tax assets. The necessity for valuation allowances could be affected by changes in the Company’s estimates of future taxable income. In addition to the generation of future taxable income through the establishment of economic feasibility, development and operation of mines on the Company’s exploration assets, opportunities for future taxable income could arise through disposal of assets, or 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. (v) Fair value of convertible notes: Certain convertible notes are carried in the statements of financial position at fair value, with changes in fair value reflected in the statement of loss and comprehensive loss. Fair values are estimated by reference to valuation techniques that may include inputs that are not based on observable market data (Note 16). (vi) Valuation of stock options: The fair value of stock options granted by the Company is estimated using the Black-Scholes pricing model. Inputs to the model that require management judgment include the options expected life, the share price, which is determined using a valuation of the Company’s underlying equity, and volatility (Note 17). |
Cash and cash equivalents_2
Cash and cash equivalents | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cash and cash equivalents | ||
Cash and cash equivalents | 4. Cash and cash equivalents: Of the total cash and cash equivalents at September | 6. Cash and cash equivalents: Of the total cash and cash equivalents at December 31, 2021 and 2020, $28.5 million and $9.0 million, respectively, was not available for the general corporate purposes of the Company (or the Parent at December 31, 2020) as it was held by non-wholly-owned subsidiaries (Note 22). At December 31, 2021, the Company does not have any cash equivalents in the form of redeemable short-term investments (December 31, 2020 — $236,000). |
Investments subject to signif_5
Investments subject to significant influence | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Investments subject to significant influence | ||
Investments subject to significant influence | 5. Investments subject to significant influence: The Company’s principal investment subject to significant influence is Sama Resources Inc. (“Sama”). Others include its investments in Fjordland Exploration Inc. (“Fjordland”) and Sama Nickel Corporation (“SNC”). Carried at fair value Equity method Sama Fjordland SNC Total Balance at December 31, 2021 5,719 1,325 657 7,701 Change in fair value (245) (876) — (1,121) Investment — — 3,601 3,601 Share of loss — — (3,077) (3,077) Foreign currency translation — (41) (64) (105) Balance at September 30, 2022 $ 5,474 $ 408 $ 1,117 $ 6,999 | 9. Investments subject to significant influence: The Company’s principal investment subject to significant influence is Sama Resources Inc. (“Sama”). Others include its investments in Fjordland Exploration Inc. (“Fjordland”) and Sama Nickel Corporation (“SNC”). The Company has elected to carry its investments in common shares of the publicly-traded companies subject to significant influence, Sama and Fjordland, at fair value. Carried at fair value Equity Method CMH & Sama Fjordland SNC Omnisom (Note a) (Note b) (Note c) (Note d) Other Total Balance at January 1, 2019 $ 6,689 $ 1,077 $ — $ 3,101 $ 993 $ 11,860 Purchase of shares 5,318 — — — — 5,318 Change in fair value (1,534) (686) — — — (2,220) Share of loss — — — (66) (24) (90) Derecognition of investment (464) — — — — (464) Foreign currency translation — 40 — — (6) 34 Balance at December 31, 2019 10,009 431 — 3,035 963 14,438 Change in fair value (4,511) 734 — — — (3,777) Share of loss — — — (37) (34) (71) Derecognition of investment — — — (2,998) — (2,998) Foreign currency translation — 44 — — 91 135 Balance at December 31, 2020 5,498 1,209 — — 1,020 7,727 Investment — — 870 — — 870 Change in fair value 221 91 — — — 312 Share of loss — — (213) — — (213) Impairment — — — — (954) (954) Foreign currency translation — 25 — — (66) (41) Balance at December 31, 2021 $ 5,719 $ 1,325 $ 657 $ — $ — $ 7,701 (a) Sama: Sama is a mineral exploration company, listed on the TSX Venture Exchange, focused on exploring nickel — copper projects in Ivory Coast, West Africa. As at December 31, 2021, the Company owned 22.8% (December 31, 2020 — 23.1%) of the issued and outstanding common shares in Sama. (b) Fjordland: Fjordland is a mineral exploration company, listed on the TSX Venture Exchange, focused on the exploration and acquisition of nickel, copper and cobalt projects in Canada. As at December 31, 2021, the Company owned 18.8% (December 31, 2020 — 27.9%) of the issued and outstanding common shares of Fjordland. The Company has an earn-in agreement with Fjordland on its South Voisey’s Bay Project (Note 20). (c) SNC: The Company has an earn-in agreement with Sama (Note 20), whereby the Company can earn up to a 60% interest in SNC, a subsidiary of Sama that owns the Ivory Coast Project. On August 27, 2021 the Company funded a $870,000 cash call to SNC which resulted in surpassing the spending threshold to earn its initial 30% minority equity interest in SNC. The Company accounts for its 30% interest in SNC using the equity method. (d) CMH and Omnisom: As at December 31, 2019, the Company held a 50.1% ownership of CMH, the owner of the company that held the Alacran Copper- Gold-Silver Deposit (“Alacran Deposit”) in Colombia and of Omnisom. The Company accounted for its 50.1% interests in CMH and Omnisom using the equity method of accounting as certain key strategic, operating, investing and financing policies required unanimous stockholder approval. On June 30, 2020, the Company (through its majority-owned subsidiary Cordoba), acquired the Alacran Deposit (Notes 10(d) and 21, through the acquisition of 100% of the outstanding common shares of CMH. In July 2020, Omnisom’s principal asset, a royalty right on the Alacran property, was transferred to its shareholders, with the intent of winding Omnisom up. The Company received its proportionate share (Note 10(e)) of the royalty. The $1.0 million carrying value of the investment in Omnisom was derecognized and a mineral royalty right asset was recognized (Note 10(e)). |
Exploration mineral interests_5
Exploration mineral interests | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Exploration mineral interests | ||
Exploration mineral interests | 6. Exploration mineral interests: Santa Cruz Tintic Project Pinaya Project San Matias Mineral Royalty Other Total Balance at December 31, 2021 $ 35,075 $ 19,588 $ 2,511 $ 13,607 $ 1,708 $ 550 $ 73,039 Acquisition costs 11,252 5,788 — — — 350 17,390 De-recognition (Note a) (5,700) — — — — — (5,700) Foreign currency translation — — 15 — — — 15 Balance at September 30, 2022 $ 40,627 $ 25,376 $ 2,526 $ 13,607 $ 1,708 $ 900 $ 84,744 (a) Terminated land purchase: On November 24, 2021, the Company entered into an agreement to acquire additional land adjacent to the Santa Cruz project and the associated mineral rights. In June 2022, the Company entered into an agreement to extend the closing date of the original agreement to September 20, 2022. The Company elected not to proceed with the transaction and terminated the purchase and sale agreement. Prior to termination of the agreement the Company had capitalized $5.7 million in non-refundable payments. These payments have been de-recognized and recorded as exploration expenses in the condensed interim consolidated and combined carve-out statement of loss (Note 11). | 10. Exploration mineral interests: Santa Tintic Pinaya San Mineral Cruz Project Project Matias Royalty (Note a) (Note b) (Note c) (Note d) (Note e) Other Total Balance at January 1, 2020 $ — $ 6,888 $ 2,516 $ — $ 750 $ 150 $ 10,304 Acquisition costs — 7,000 — 13,607 958 150 21,715 Foreign currency translation — — (4) — — — (4) Balance at December 31, 2020 — 13,888 2,512 13,607 1,708 300 32,015 Acquisition costs 35,075 5,700 — — — 250 41,025 Foreign currency translation — — (1) — — (1) Balance at December 31, 2021 $ 35,075 $ 19,588 $ 2,511 $ 13,607 $ 1,708 $ 550 $ 73,039 (a) The Santa Cruz project is a copper project near the city of Casa Grande in Arizona, USA. (i) Assignment agreement : On October 27, 2021, the Company entered into an agreement with Central Arizona Resources Ltd. (“CAR”), a private company, and acquired the option agreement CAR held over the Santa Cruz mineral title owned by DRH Energy Inc. (“DRHE”), a private company, and a surface use agreement CAR was party to with another private Arizona based company The total consideration payable to CAR for the assignment of the option and surface access agreements to the Company is $30.0 million, payable as follows: ● $2.5 million paid in October 2021; ● $2.5 million paid in April 2022; ● $15.0 million upon the earlier of completion of an IPO or October 27, 2022; and $10.0 million of shares of common stock of the company issued concurrent with the completion of an IPO or on October 27, 2022 if no IPO has been completed. The number of shares is calculated based on $10.0 million divided by (a) 90% of the IPO price; or (b) in the absence of an IPO prior to the anniversary date, the price per share of an equity financing. The purchase of the agreements from CAR is binding as the Company has no right to avoid the payment of the purchase price. On October 27, 2021, a $26.6 million exploration mineral interest was capitalized and a corresponding liability was recorded. The Company has elected to carry the liability (reported as deferred consideration payable in the statement of financial position) at fair value with changes reported in the statement of loss. In the event of significant changes in fair value arising from changes in the Company’s own credit risk, such amounts will be recorded in other comprehensive income (loss). (ii) Option agreement: The option agreement acquired from CAR provides the Company with the right, but not the obligation, to acquire 100% of the mineral title of the Santa Cruz project by paying $27.9 million over three years. As at December 31, 2021, $5.4 million in cash payments have been made, $4.9 million of which were capitalized as exploration mineral interests in accordance with the Company’s accounting policy. In order to maintain the option, the following payments must be made: ● $6.25 million due on or before August 16, 2022; ● $6.25 million due on or before August 16, 2023; and ● $10.0 million due within five days of exercising the option to acquire the mineral title. The deadline to exercise the option is August 16, 2024. The payments are payable in cash or common stock of the Company at the discretion of DRHE. (iii) Surface access agreement : The surface access agreement acquired from CAR is an agreement with another Arizona based private company, which owns certain surface rights. In order to maintain surface access rights the Company must make certain payments. As at December 31, 2021, $1.0 million in payments have been made and recorded as exploration expense in the consolidated and combined carve- out statement of loss. A further $600,000 is due on September 9, 2022 and $800,000 on September 9, 2023. The agreement expires on August 3, 2025 but may be extended by one year at the Company’s discretion by making a payment of $920,000. (iv) Land purchase: On November 24, 2021 the Company entered into an agreement to acquire additional land adjacent to the Santa Cruz project and the associated mineral rights. The purchase price is estimated to be $18.1 million and will be finalized upon confirmation of the actual acreage of the property. As at December 31, 2021, $2.1 million in payments have been made, $1.1 million of which is non-refundable at December 31, 2021 and has been capitalized as an exploration mineral interest. The remaining $1.0 million is refundable as at December 31, 2021 and is capitalized as an other non-current asset. The balance of the purchase price is payable at the Company’s discretion and subject to a due diligence and closing period, is due on or before June 18, 2022. (b) The Tintic project is a copper-gold-silver project in the Tintic District of Utah, USA representing the Company’s accumulation of rights owned by a variety of different parties. Pursuant to agreements entered into in 2017 and 2018, the Company obtained the right to explore the underlying assets and to acquire or optionally acquire specified mineral rights of the underlying assets by making scheduled payments. Payments under these agreements are capitalized as acquisition costs while costs associated with exploring the properties are expensed as exploration costs. As at December 31, 2021 the Company has the following further option payments to make in order to complete its purchase of 100% of the assets included in the agreements. Option Year payments 2022 5,788 2023 5,287 Total $ 11,075 (c) The Pinaya Project is 100% owned by Kaizen and covers 192 square kilometers and includes 28 kilometers of strike length within the Andahuaylas — Yauri Porphyry Belt in southeastern Peru. (d) The San Matias Project is 100% -owned by Cordoba, which includes 100% of the Alacran Deposit and satellite deposits at Montiel East, Montiel West and Costa Azul. The Company acquired its 100% interest of the Alacran deposit on June 30, 2020 (Note 9(d)). (e) In July 2020, the Company received its share of a royalty on the Alacran property that was transferred out of Omnisom (Note 9(d)). The royalty was recognized at its carrying value. Subsequent to this transfer, the Company has a 1.25% net smelter royalty on the Alacran property. |
Deferred consideration payable
Deferred consideration payable | 9 Months Ended |
Sep. 30, 2022 | |
Deferred consideration payable | |
Deferred consideration payable | 7. Deferred consideration payable: Upon completion of the Company’s IPO on June 30, 2022, the deferred consideration payable was settled with Central Arizona Resources Ltd. (“CAR”). The Company paid CAR $15.0 million in cash and issued 945,626 shares of common stock to CAR in accordance with the original terms of the agreement. |
Convertible debt_2
Convertible debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible debt | ||
Convertible debt | 8. Convertible debt: Series 1 Series 2 VRB Convertible Convertible Convertible Notes (Note a) Notes (Note a) bond (Note b) Total Balance at December 31, 2020 $ — $ — $ — $ — Debt issuance 48,621 — 22,857 71,478 Interest expense — — 483 483 Change in fair value 200 — — 200 Balance at September 30, 2021 $ 48,821 $ — $ 23,340 $ 72,161 Balance at December 31, 2021 $ 54,975 $ — $ 23,857 $ 78,832 Debt issuance — 86,200 — 86,200 Interest expense — — 1,541 1,541 Change in fair value 8,709 10,256 — 18,965 Conversion to common stock (63,684) (96,456) — (160,140) Balance at September 30, 2022 $ — $ — $ 25,398 $ 25,398 (a) Ivanhoe Electric convertible notes: (i) Series 1 Convertible Notes: Between August 3, 2021 and November 17, 2021, the Company completed a financing which included the issuance of $50.0 million aggregate principal amount of unsecured convertible promissory notes (“Series 1 Convertible Notes”). Upon completion of the Company’s IPO on June 30, 2022, the Series 1 Convertible Notes, including accrued interest of $0.9 million, were automatically converted into 5,419,923 shares of common stock of the Company at a conversion price of $9.39 per share (Note 9). (ii) On April 5, 2022, the Company completed a financing in which it issued $ 86.2 million aggregate principal amount of unsecured convertible promissory notes (“Series 2 Convertible Notes”). The Series 2 Convertible Notes were unsecured and bore interest at 3% per annum, in arrears and payable on the maturity date of July 31, 2023. Upon completion of the Company’s IPO on June 30, 2022, the Series 2 Convertible Notes, including accrued interest of $0.6 million, were automatically converted into 8,209,035 shares of common stock of the Company at a conversion price of $10.58 per share being a 10 % discount to the gross price per share at which common stock was sold in the IPO (Note 9). The convertible notes along with their embedded features did not contain any equity components, and therefore were recognized as a liability on issuance. The Company elected to measure the convertible notes at fair value, with subsequent changes in fair value recorded in net loss. (b) VRB Convertible bond: 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. The Company has accounted for the convertible bond as a debt instrument accounted at amortized cost. | 16. Convertible debt: Ivanhoe Electric VRB Convertible Convertible Notes bond (Note a) (Note b) Total Balance at December 31, 2020 $ — $ — $ — Debt issuance 49,999 22,857 72,856 Finance expense 405 1,000 1,405 Change in fair value 4,571 — 4,571 Balance at December 31, 2021 $ 54,975 $ 23,857 $ 78,832 (a) Ivanhoe Electric convertible notes: In August, September and November 2021, Ivanhoe Electric completed a financing whereby it raised $60.0 million of gross proceeds by issuing: (i) 4,015,990 shares of Ivanhoe Electric common stock for gross proceeds of $ 10.0 million (Note 17(a)); and (ii) $ 50.0 million aggregate principal amount of Ivanhoe Electric unsecured convertible promissory notes (“Convertible Notes”). The key terms of the convertible notes are as follows: The convertible notes are unsecured and bear interest at 2% per annum, in arrears and payable only on the maturity date of July 31, 2023. The notes convert on the consummation of a qualifying Ivanhoe Electric IPO. A qualifying IPO means the Company’s common stock is listed for trading on an internationally recognized stock exchange and the gross proceeds are at least $25.0 million. If a qualifying IPO occurs, the convertible notes, including any accrued but unpaid interest, will automatically convert into shares of Ivanhoe Electric’s common stock at a price per share equal to the lesser of: ● 90 % (or, if the closing date of the IPO occurs after February 28, 2022, 80 %) of the gross price per share at which common stock is sold in the IPO; and ● $ 9.39 per share of common stock. In the event the notes reach maturity, Ivanhoe Electric has the option, at its sole discretion, to convert some or all of the outstanding balance owed into shares of Ivanhoe Electric, at a price per share that is 80% of the higher of: ● the price per share of Ivanhoe Electric common stock equal to the last equity financing completed by Ivanhoe Electric (that is not a qualifying Ivanhoe Electric IPO), and ● $ 2.49 per share of Ivanhoe Electric common stock. The convertible notes along with their embedded features do not contain any equity components, and therefore have been presented as a liability. The Company has elected to measure the convertible notes at fair value, with subsequent changes in fair value recorded in the statement of consolidated and combined loss. Transaction costs attributable to the convertible notes of $1.6 million were recorded in the statement of consolidated and combined loss on recognition. The Company has elected to carry the Ivanhoe Electric convertible notes on the basis of fair value with changes recorded in income, except with respect to changes in value caused by changes in the Company’s own credit risk. There were no significant changes in the Company’s own credit risk from issuance to December 31, 2021 affecting the fair value of the convertible debt. Interest expense is recorded in interest expense, net in the consolidated and combined carve-out statement of loss. The fair value of the convertible notes is calculated using the probability-weighted expected return method. Assumptions used in the valuation of the convertible notes are as follows: December 31, 2021 Risk free interest rate 0.48 % to 1.35 % Historical volatility 75 % Dividend yield 0 % The Company’s share price is also a significant assumption in the valuation of the convertible debt. Management have exercised significant judgment in determining the share price at December 31, 2021. In its evaluation, management considered the most recent issuance of common stock and any business developments since the last valuation. A 10% change in the share price assumption would have the following impact on the fair value of the convertible notes at December 31, 2021: 10% increase 10% decrease Fair in share in share value price price Convertible notes $ 54,975 $ 55,390 $ 54,829 The convertible notes include covenants, including a requirement that we observe restrictions on dispositions of property, changes in our business, mergers or acquisitions, incurring indebtedness, and distributions or investments (b) VRB Convertible bond: 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. Directly attributable transaction costs of $1.1 million were recorded against the carrying value of the debt and are amortized using the effective interest method at a rate of 9.1%. The book value of the VRB convertible debt approximates fair value as VRB’s operations are early stage and there have been no significant changes to the business since the issuance date. The fair value determination is a level 3 assessment. |
Equity
Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity | ||
Equity | 9. Equity: Common stock transactions (a) IPO: On June 30, 2022, the Company completed an IPO of 14,388,000 shares of common stock which were issued at a price of $11.75 per share for gross proceeds of $169.1 million. Directly attributable issuance costs of $11.1 million incurred in conjunction with the IPO were recorded as a reduction in paid in capital. (b) Debt conversions: On June 30, 2022, $50.9 million of Series 1 Convertible Notes including accrued interest were automatically converted into 5,419,923 shares of common stock of the Company at a conversion price of $9.39 per share. On June 30, 2022, $86.8 million of Series 2 Convertible Notes including accrued interest were automatically converted to 8,209,035 shares of common stock of the Company at a conversion price of $10.58 per share. The stock issuance resulting from the Series 1 and Series 2 debt conversions was recorded at fair value based on the IPO price of $11.75 per share. (c) Stock issuance to CAR: On June 30, 2022, the Company issued 945,626 shares of common stock to CAR (Note 7). The stock issuance was recorded at fair value based on the IPO price of $11.75 per share. | 17. Equity: (a) Common stock On April 30, 2021, Ivanhoe Electric completed a restructuring that resulted in HPX distributing 59,909,344 shares of common stock of Ivanhoe Electric to the shareholders of HPX (Note 1). In August and September and November, 2021, Ivanhoe Electric completed a financing that included the issuance of 4,015,990 shares of common stock of Ivanhoe Electric (Note 16(a)). The shares were issued at a price of $2.49 per share, resulting in gross proceeds of $10.0 million. Directly attributable transaction costs of $322,000 were netted against the gross proceeds of the equity issuance. At December 31, 2021, the Company is authorized to issue 750,000,000 (b) Share-based payments Ivanhoe Electric, Kaizen, Cordoba, VRB and CGI have equity incentive plans and the share based payment compensation charged to operations was incurred by the Company as follows: Year ended December 31, 2021 2020 2019 Ivanhoe Electric (Note a) $ 2,144 $ — $ — Kaizen 211 49 18 Cordoba 784 270 281 VRB 61 56 83 CGI 467 770 — $ 3,667 $ 1,145 $ 382 Option exercises at the subsidiary level, should they occur, will impact the Company’s non-controlling interest in the applicable subsidiary, not the Company’s share capital. Share based payment compensation was allocated to operations as follows: Year ended December 31, 2021 2020 2019 Cost of sales $ 333 $ 549 $ — Exploration expenses 1,558 58 77 General and administrative expenses 1,776 538 305 $ 3,667 $ 1,145 $ 382 (i) Ivanhoe Electric adopted an equity incentive plan on June 30, 2021. The equity incentive plan permits the issue of stock options to employees and directors for a maximum of 10% of the common shares of Ivanhoe Electric outstanding. Option awards must be granted with an exercise price not less than the fair market value of Ivanhoe Electric’s shares on the date of grant. Stock option grants generally have a five-year term and comprise four equal tranches vesting sequentially over three years . On June 30, 2021, Ivanhoe Electric granted 4.48 million stock options to certain directors, officers and employees of the Company at exercise price of $2.49 per share. At December 31, 2021 there is $2.7 million of remaining expense to be recognized in 2022 through 2024. The weighted-average grant date fair value of an option granted during the year ended December 31, 2021 was $1.09. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Grant date: June 30, 2021 Fair value of common stock $ 2.49 Expected volatility 73.7 % Expected life of options (in years) 2.6 Expected dividend rate 0 % Risk-free interest rate 0.23 % The grant date fair value of the shares of common stock was determined by the Company’s board of directors using input from a valuation performed by an independent third-party valuation specialist. Expected volatility was calculated 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. Management exercised judgment in determining the expected life of the options and considered factors such as the vesting schedule of the options and expected business developments of the Company over the life of the options. A summary of option activity under the stock option plan as of December 31, 2021 and charges during the year then ended is presented below. Weighted- Weighted- Average Average Remaining Number Exercise Contractual of options Price Term (years) Outstanding at January 1, 2020 — — — Granted 4,483,322 2.49 — Exercised — — — Forfeited/expired — — — Outstanding at December 31, 2021 4,483,322 $ 2.49 4.5 Exercisable at December 31, 2021 1,120,822 $ 2.49 4.5 |
Revenue
Revenue | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue | ||
Revenue | 10. Revenue: The Company recognized revenue from the following sources: Three months ended Nine months ended September 30: September 30: Revenue type 2022 2021 2022 2021 Software licensing (Note a) $ 2 $ — $ 6,713 $ — Data processing services 552 1,043 832 3,993 Renewable energy storage systems (Note b) 627 2 627 106 Total $ 1,181 $ 1,045 $ 8,172 $ 4,099 (a) On October 15, 2021, the Company entered into a software license agreement whereby the Company provided software that can be used by the licensee in perpetuity for a one-time fee of $6.5 million, which was received in January 2022 and at which time its performance obligation with respect to the license was met. As such, in accordance with the Company’s accounting policy for the sale of software licenses, the license fee revenue was recognized in 2022. Software licensing revenue includes associated services included in the software license agreement. This revenue is included in the data processing segment. (b) At September 30, 2022, the Company had a contract liability of $2.8 million (December 31, 2021 — $3.5 million) relating to the sale of renewable energy storage systems. | 18. The Company recognized revenue from the following major sources: Year ended December 31, Revenue type 2021 2020 2019 Data processing services (Note a) $ 4,512 $ 4,212 $ 3,032 Energy storage systems (Note b) 140 236 442 Other — 185 278 Total $ 4,652 $ 4,633 $ 3,752 (a) Revenue of $334,000 was recognized from opening contract liability balances during the year ended December 31, 2019. (b) At December 31, 2021, the Company had a contract liability of $3.5 million (2020 — $2.4 million and 2019 — $1.0 million) relating to the sale of energy storage systems. Revenue recognized from opening contract liability balances was $100,000 , $155,000 and $294,000 for the years ended December 31, 2021, 2020 and 2019. The Company has a significant customer that accounted for 74%, 73% and 46% of total sales for the years ended December 31, 2021, 2020 and 2019. On October 15, 2021 the Company entered into a software license agreement whereby the Company will provide software that can be used by the licensee in perpetuity for a one-time fee of $6.5 million, which was received in January 2022 and at which time its performance obligations were met. As such, in accordance with the Company’s accounting policy for the sale of software licenses the license fee revenue will be recognized in 2022. |
Exploration expenses
Exploration expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Exploration expenses | ||
Exploration expenses | 11. Exploration expenses: Three months ended Nine months ended September 30: September 30: Project 2022 2021 2022 2021 Santa Cruz, USA (Note a) $ 21,811 $ 2,166 $ 46,372 $ 2,600 San Matias, Colombia 6,000 3,576 11,773 10,400 Pinaya, Peru 297 164 2,448 882 Perseverance, USA 35 107 1,694 205 Yangayu, Papua New Guinea 831 — 1,482 — Tintic, USA 613 547 1,309 1,589 Hog Heaven, USA 262 530 1,130 1,851 Carolina, USA 501 — 1,015 — Bitter Creek, USA 92 181 600 249 Lincoln, USA 210 — 549 — Ivory Coast Project, Ivory Coast 41 — 67 1,930 Project generation and other 3,278 2,683 6,718 4,857 Total $ 33,971 $ 9,954 $ 75,157 $ 24,563 (a) Exploration expense at the Santa Cruz Project for the three and nine months ended September 30, 2022 includes $5.7 million recorded upon the de-recognition of certain non-refundable payments made under a terminated land purchase agreement at the Santa Cruz Project (Note 6(a)). | 19. Exploration expense: Year ended December 31, Project 2021 2020 2019 San Matias, Colombia (Cordoba) (Note 10(d)) $ 13,789 $ 5,399 $ 5,456 Santa Cruz, USA (Note 10(a)) 9,966 923 943 Tintic, USA (Note 10(b)) 2,474 1,336 2,346 Ivory Coast Project, Ivory Coast (Note 20) 1,931 10 17 Hog Heaven, USA (Note 20) 2,029 336 — Pinaya, Peru (Kaizen) (Note 10(c)) 1,774 1,613 641 Desert Mountain, USA 821 177 — Perseverance, USA (Cordoba) (Note 20) 742 488 610 Yangayu, Papua New Guinea 497 — — South Voisey’s Bay, Canada (Note 20) 355 18 11 Bitter Creek, USA 340 174 — Lincoln, USA 235 — — Project Generation and other 4,552 3,620 2,882 Total $ 39,505 $ 14,094 $ 12,906 |
Related party transactions_2
Related party transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related party transactions | ||
Related party transactions | 12. 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 Parent The nature of the Company’s related party relationship with the Parent is disclosed in Note 1. Cost allocations Prior to completing the restructuring described in Note 1, the Parent incurred corporate and technical costs attributable to the Company and the Nimba Project. Accordingly, the condensed interim consolidated and combined carve-out financial statements include costs allocations from the Parent, including executive oversight, occupancy, office overhead, accounting, tax, treasury, legal, information technology, human resources and mineral exploration. These allocations were made on the basis of direct usage. All such amounts were deemed incurred and settled by the Company in the period in which the costs were recorded and are included in net parent investment. Allocated costs for the four months ended April 30, 2021 totaled $1.3 million and are solely from the period prior to the restructuring. The allocated costs are primarily included in general and administrative expenses and exploration expenses in the consolidated and combined statements of loss. Other related parties The following table summarizes transactions between the Company and significant related parties. Transactions for the Transactions for the three months ended nine months ended Balance outstanding as at September 30, September 30, September 30, December 31, 2022 2021 2022 2021 2022 2021 Total Expenses Global Mining (Note a) 1,249 993 3,485 1,879 9,567 5,129 Ivanhoe Capital Aviation (Note b) — — 250 1,167 750 1,167 I-Pulse (Note c) 73 — 286 — 286 — HPX (Note d) — — — — — 487 Total 1,322 993 4,021 3,046 10,603 6,783 Advances Global Mining (Note a) 1,757 1,855 — — — — Transactions for the Transactions for the nine three months ended months ended September 30, September 30, 2022 2021 2022 2021 Expense classification General and administrative expenses 1,626 2,052 4,678 3,987 Exploration expenses 2,395 994 5,925 2,796 4,021 3,046 10,603 6,783 (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 Parent and the Company on a cost-recovery basis. The Company held 7.1% of Global Mining’s outstanding common shares at September 30, 2022 (December 31, 2021 — 7.1% ). Transactions incurred with Global Mining include cost allocations from the Parent totaling $645,000 from the period January 1, 2021 to April 30, 2021. (b) Ivanhoe Capital Aviation (“ICA”) is an entity beneficially owned by the Company’s Chief Executive Officer and Chairman. ICA provides use of its aircraft to the Company. (c) I-Pulse Inc. (“I-Pulse”) is a significant shareholder of the Company. The Company has reimbursed I-Pulse certain consulting expenses paid by I-Pulse on the Company’s behalf. (d) HPX was the parent of the Company prior to the restructuring on April 30, 2021 (Note 1). Post restructuring there was reimbursement to HPX for certain costs paid by HPX on the Company’s behalf. | 24. 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 Parent The nature of the Company’s related party relationship with the Parent is disclosed in Note 1. Cost allocations Prior to completing the restructuring described in Note 1, the Parent incurred corporate and technical costs attributable to the Company and the Nimba Project. Accordingly, the consolidated and combined carve-out financial statements include costs allocations from the Parent, including executive oversight, occupancy, office overhead, accounting, tax, treasury, legal, information technology, human resources and mineral exploration. These allocations were made on the basis of direct usage. All such amounts were deemed incurred and settled by the Company in the period in which the costs were recorded and are included in net parent investment. Allocated costs for the four months ended April 30, 2021 totalled $1.3 million and are solely from the period prior to the restructuring (Years ended December 31, 2020 and 2019 — $7.0 million and $6.6 million). The allocated costs are primarily included in general and administrative expenses and exploration expenses in the consolidated and combined statements of loss. Financing activities Equity and debt financing transactions between the Parent and Company are included in these consolidated and combined carve- out financial statements, with intercompany loans from the Parent deemed forgiven at the time of recognition unless they were intended to be cash-settled. Loans from the Parent that were intended to be cash-settled are as follows: December 31, December 31, 2021 2020 CGI (Note a) $ — $ 5,756 $ — $ 5,756 (a) CGI had demand loans with HPX bearing interest at the rate of 8% per annum. On April 30, 2021, HPX’s corresponding $5.9 million loan receivable from CGI formed part of the Contributed Assets received by Ivanhoe Electric in the restructuring. This amount was recognized on the contribution date and is eliminated on consolidation. Other related parties The following table summarizes transactions between the Company and certain significant related parties. Transactions for the year ended Balance outstanding as at December 31, December 31, 2021 2020 2021 2020 2019 Total Expenses Global Mining (Note a) 993 262 6,776 5,710 6,213 Ivanhoe Capital Aviation (Note b) — — 1,417 — — HPX (Note c) — — 499 — — Total 993 262 8,692 5,710 6,213 Advances Global Mining (Note a) 1,855 1,307 — — — Transactions for the year ended December 31, 2021 2020 2019 Expense classification General and administrative expenses 5,454 3,060 3,248 Exploration expenses 3,238 2,650 2,965 8,692 5,710 6,213 (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 Parent and the Company on a cost-recovery basis. The Company held 7.1% of Global Mining’s outstanding common shares at December 31, 2021. Transactions incurred with Global Mining for the year ended December 31, 2021, include cost allocations from the Parent totaling $645,000 (2020 — $2.4 million; 2019 — $2.2 million). On April 30, 2021, the Contributed Assets received by Ivanhoe Electric included working capital advances to Global Mining totaling $791,000 (Note 1). These advances were recognized on the contribution date. (b) Ivanhoe Capital Aviation (“ICA”) is an entity beneficially owned by the Company’s Chief Executive Officer and Chairman. ICA provides use of its aircraft to the Company. (c) HPX was the parent of the Company prior to the restructuring on April 30, 2021 (Note 1). Post restructuring there has been reimbursement to HPX for certain costs paid by HPX on the Company’s behalf. |
Fair value measurement
Fair value measurement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair value measurement | ||
Fair value measurement | 13. 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: September 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets: Investments subject to significant influence 5,882 — — 7,044 — — Other investments 1,621 — — 1,802 — — Total financial assets $ 7,503 $ — $ — $ 8,846 $ — $ — Financial liabilities: Convertible notes — — — — — 54,975 Deferred consideration payable — — — — — 26,562 Total financial liabilities $ — $ — $ — $ — $ — $ 81,537 The Ivanhoe Electric Series 1 and Series 2 Convertible Notes were converted into common stock of the Company on June 30, 2022 (Note 8(a)). | 26. 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: December 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets: Investments subject to significant influence 7,044 — — 6,707 — — Other investments 1,802 — — 1,196 — — Total financial assets $ 8,846 $ — $ — $ 7,903 $ — $ — Financial liabilities: Ivanhoe Electric convertible notes — — 54,975 — — — Deferred consideration payable — — 26,562 — — — Total financial liabilities $ — $ — $ 81,537 $ — $ — $ — The only movement of level three instruments during the year ended December 31, 2021 was the issuance and change in fair value of the Ivanhoe Electric convertible debt and the change in deferred consideration payable. |
Segment reporting_2
Segment reporting | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Segment reporting | ||
Segment reporting | 14. Segment reporting: The Company’s Chief Executive Officer and Chairman 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, software licensing 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. Segment information for the periods presented is as follows: Three months ended September 30, 2022 Nine months ended September 30, 2022 Critical Data Energy Critical Data Energy Metals Processing Storage Total Metals Processing Storage Total Revenue $ — $ 554 $ 627 $ 1,181 $ — $ 7,545 $ 627 $ 8,172 Intersegment revenues — 89 — 89 — 228 — 228 Loss (income) from operations 38,669 640 2,400 41,709 86,552 (3,956) 6,005 88,601 Segment Assets 267,548 6,542 20,712 294,802 267,548 6,542 20,712 294,802 Three months ended September 30, 2021 Nine months ended September 30, 2021 Critical Data Energy Critical Data Energy Metals Processing Storage Total Metals Processing Storage Total Revenue $ — $ 1,043 $ 2 $ 1,045 $ — $ 3,993 $ 106 $ 4,099 Intersegment revenues — 56 — 56 — 100 — 100 Loss (income) from operations 15,630 185 2,548 18,363 33,770 (97) 4,863 38,536 Segment Assets 106,723 8,008 30,126 144,857 106,723 8,008 30,126 144,857 | 28. Segment reporting: The Company’s Chief Executive Officer and Chairman and of the Board 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, technology 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. Segment information for the periods presented is as follows: As at and for the year ended December 31, 2021 Critical Metals Data Processing Energy Storage Total Revenue $ — $ 4,512 $ 140 $ 4,652 Intersegment revenues — 112 — 112 Loss from operations 53,188 633 6,928 60,749 Depreciation and amortization 826 2,865 559 4,250 Segment Assets 119,738 6,152 27,641 153,531 Expenditures for segment assets 14,832 8 341 15,181 Investments subject to significant influence 7,701 — — 7,701 As at and for the year ended December 31, 2020 Critical Metals Data Processing Energy Storage Total Revenue $ 185 $ 4,212 $ 236 $ 4,633 Intersegment revenues — 135 — 135 Loss from operations 21,054 752 4,795 26,601 Depreciation and amortization 790 2,783 466 4,039 Segment Assets 52,041 10,348 9,332 71,721 Expenditures for segment assets 14,911 7 85 15,003 Investments subject to significant influence 7,727 — — 7,727 As at and for the year ended December 31, 2019 Critical Metals Data Processing Energy Storage Total Revenue $ 278 $ 3,032 $ 442 $ 3,752 Intersegment revenues — 117 — 117 Loss from operations 18,477 1,293 6,410 26,180 Depreciation and amortization 595 2,718 563 3,876 Segment Assets 33,502 11,802 7,473 52,777 Expenditures for segment assets 3,969 5 32 4,006 Investments subject to significant influence 14,438 — — 14,438 The following tables illustrate the geographic makeup of the Company’s revenues and long-lived assets. Year ended December 31, Revenue 2021 2020 2019 Canada $ 4,512 $ 4,212 $ 3,032 China 140 236 442 Other — 185 278 Total $ 4,652 $ 4,633 $ 3,752 Revenues are attributed to countries based on the location in which the sale originated. As at December 31, Long-lived assets 2021 2020 U.S.A $ 55,781 $ 14,584 Colombia 14,604 14,409 Peru 2,558 2,529 China 764 989 Other 147 181 Total $ 73,854 $ 32,692 Long-lived assets comprise the Company’s exploration mineral interests (excluding the mineral royalty) and property, plant and equipment. Long-lived assets reconcile to segment assets and the balance sheet as follows: As at December 31, 2021 2020 Total long-lived assets $ 73,854 $ 32,692 Total current assets 58,265 16,826 Mineral Royalty (Note 10(e)) 1,708 1,708 Investments subject to significant influence 7,701 7,727 Other investments 1,802 1,196 Intangible assets 4,340 7,451 Other non-current assets 5,861 4,121 Total assets and segment assets $ 153,531 $ 71,721 |
Commitments and contingencies_2
Commitments and contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and contingencies | ||
Commitments and contingencies | 15. Commitments and contingencies: 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. | 29. Commitments and contingencies: In addition to commitments disclosed in Note 12 related to leases, the Company has entered into a contractual arrangement to upgrade its proprietary geophysical transmitting equipment. These costs are expected to total approximately $1.9 million and occur in 2022. 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, we are not currently a party to any legal proceedings the outcome of which, if determined adversely to us, are believed to, either individually or taken together, have a material adverse effect on our business, financial condition or results of operations. |
Subsequent events_2
Subsequent events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent events | ||
Subsequent events | 16. Subsequent events: On October 24, 2022 the Company entered into an agreement with I-Pulse, a related party of the company, to purchase six Typhoon™ transmitters to be delivered in stages over the course of the next thirty-nine months. The Company uses Typhoon™ to conduct geophysical electrical surveys on exploration targets. The total purchase price for the six Typhoon™ transmitters is $12.4 million (12.6 million Euros). The agreement also includes annual maintenance costs of $1.7 million (1.7 million Euros) per year. In October 2022, the Company made upfront payments totaling $7.1 million (7.1 million Euros). The remaining payments will be made as each Typhoon™ transmitter system is delivered. | 30. Subsequent events: The Company performed an evaluation of subsequent events through April 21, 2022, the date the consolidated and combined carve-out financial statements were available to be issued, for events requiring recording or disclosure, except for the 3-for-1 reverse stock split described in Note 1 for which the date is June 16, 2022. The Company has identified the following subsequent events: (a) On April 5, 2022, the Company completed a convertible note financing in which it raised $ 86.2 million in gross proceeds. The unsecured convertible promissory notes convert on the consummation of an IPO that results in gross proceeds of at least $25.0 million. The convertible notes bear interest at 3% per annum and mature on July 31, 2023. The convertible notes, including any accrued but unpaid interest, will automatically convert into shares of Ivanhoe Electric’s common stock at a price per share equal to: ● a 10 % discount to the gross price per share at which common stock is sold in the IPO, should the IPO occur on or before September 30, 2022; ● a 15 % discount to the gross price per share at which common stock is sold in the IPO, should the IPO occur on or before December 31, 2022; ● a 20 % discount to the gross price per share at which common stock is sold in the IPO, should the IPO occur on or after January 1, 2023 and prior to the maturity date. If the notes have not been converted by July 21, 2023, the Company has the option, at its sole discretion, to repay the amount outstanding, including accrued and unpaid interest, in cash or convert some or all of the amount outstanding into common stock of the Company at a price per share of $9.39. (b) Subsequent to December 31, 2021, the Company executed an earn-in agreement with respect to the following exploration project: Earn-In Expenditures Expenditures Required to Cumulative Necessary to Achieve Earn-In Earn Initial Maximum Maximum Expenditures as of Ownership Ownership Potential Project December 31, 2021 Interest Interest Ownership Carolina $ — $ 6.0 million $ 26.0 million 85 % |
Investments subject to signif_6
Investments subject to significant influence (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Investments subject to significant influence | ||
Schedule of investments subject to significant influence | Carried at fair value Equity method Sama Fjordland SNC Total Balance at December 31, 2021 5,719 1,325 657 7,701 Change in fair value (245) (876) — (1,121) Investment — — 3,601 3,601 Share of loss — — (3,077) (3,077) Foreign currency translation — (41) (64) (105) Balance at September 30, 2022 $ 5,474 $ 408 $ 1,117 $ 6,999 | Carried at fair value Equity Method CMH & Sama Fjordland SNC Omnisom (Note a) (Note b) (Note c) (Note d) Other Total Balance at January 1, 2019 $ 6,689 $ 1,077 $ — $ 3,101 $ 993 $ 11,860 Purchase of shares 5,318 — — — — 5,318 Change in fair value (1,534) (686) — — — (2,220) Share of loss — — — (66) (24) (90) Derecognition of investment (464) — — — — (464) Foreign currency translation — 40 — — (6) 34 Balance at December 31, 2019 10,009 431 — 3,035 963 14,438 Change in fair value (4,511) 734 — — — (3,777) Share of loss — — — (37) (34) (71) Derecognition of investment — — — (2,998) — (2,998) Foreign currency translation — 44 — — 91 135 Balance at December 31, 2020 5,498 1,209 — — 1,020 7,727 Investment — — 870 — — 870 Change in fair value 221 91 — — — 312 Share of loss — — (213) — — (213) Impairment — — — — (954) (954) Foreign currency translation — 25 — — (66) (41) Balance at December 31, 2021 $ 5,719 $ 1,325 $ 657 $ — $ — $ 7,701 (a) Sama: Sama is a mineral exploration company, listed on the TSX Venture Exchange, focused on exploring nickel — copper projects in Ivory Coast, West Africa. As at December 31, 2021, the Company owned 22.8% (December 31, 2020 — 23.1%) of the issued and outstanding common shares in Sama. (b) Fjordland: Fjordland is a mineral exploration company, listed on the TSX Venture Exchange, focused on the exploration and acquisition of nickel, copper and cobalt projects in Canada. As at December 31, 2021, the Company owned 18.8% (December 31, 2020 — 27.9%) of the issued and outstanding common shares of Fjordland. The Company has an earn-in agreement with Fjordland on its South Voisey’s Bay Project (Note 20). (c) SNC: The Company has an earn-in agreement with Sama (Note 20), whereby the Company can earn up to a 60% interest in SNC, a subsidiary of Sama that owns the Ivory Coast Project. On August 27, 2021 the Company funded a $870,000 cash call to SNC which resulted in surpassing the spending threshold to earn its initial 30% minority equity interest in SNC. The Company accounts for its 30% interest in SNC using the equity method. (d) CMH and Omnisom: As at December 31, 2019, the Company held a 50.1% ownership of CMH, the owner of the company that held the Alacran Copper- Gold-Silver Deposit (“Alacran Deposit”) in Colombia and of Omnisom. The Company accounted for its 50.1% interests in CMH and Omnisom using the equity method of accounting as certain key strategic, operating, investing and financing policies required unanimous stockholder approval. On June 30, 2020, the Company (through its majority-owned subsidiary Cordoba), acquired the Alacran Deposit (Notes 10(d) and 21, through the acquisition of 100% of the outstanding common shares of CMH. In July 2020, Omnisom’s principal asset, a royalty right on the Alacran property, was transferred to its shareholders, with the intent of winding Omnisom up. The Company received its proportionate share (Note 10(e)) of the royalty. The $1.0 million carrying value of the investment in Omnisom was derecognized and a mineral royalty right asset was recognized (Note 10(e)). |
Exploration mineral interests_6
Exploration mineral interests (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Exploration mineral interests | ||
Schedule of exploration mineral interests | Santa Cruz Tintic Project Pinaya Project San Matias Mineral Royalty Other Total Balance at December 31, 2021 $ 35,075 $ 19,588 $ 2,511 $ 13,607 $ 1,708 $ 550 $ 73,039 Acquisition costs 11,252 5,788 — — — 350 17,390 De-recognition (Note a) (5,700) — — — — — (5,700) Foreign currency translation — — 15 — — — 15 Balance at September 30, 2022 $ 40,627 $ 25,376 $ 2,526 $ 13,607 $ 1,708 $ 900 $ 84,744 (a) Terminated land purchase: On November 24, 2021, the Company entered into an agreement to acquire additional land adjacent to the Santa Cruz project and the associated mineral rights. In June 2022, the Company entered into an agreement to extend the closing date of the original agreement to September 20, 2022. The Company elected not to proceed with the transaction and terminated the purchase and sale agreement. Prior to termination of the agreement the Company had capitalized $5.7 million in non-refundable payments. These payments have been de-recognized and recorded as exploration expenses in the condensed interim consolidated and combined carve-out statement of loss (Note 11). | Santa Tintic Pinaya San Mineral Cruz Project Project Matias Royalty (Note a) (Note b) (Note c) (Note d) (Note e) Other Total Balance at January 1, 2020 $ — $ 6,888 $ 2,516 $ — $ 750 $ 150 $ 10,304 Acquisition costs — 7,000 — 13,607 958 150 21,715 Foreign currency translation — — (4) — — — (4) Balance at December 31, 2020 — 13,888 2,512 13,607 1,708 300 32,015 Acquisition costs 35,075 5,700 — — — 250 41,025 Foreign currency translation — — (1) — — (1) Balance at December 31, 2021 $ 35,075 $ 19,588 $ 2,511 $ 13,607 $ 1,708 $ 550 $ 73,039 |
Convertible debt (Tables)_2
Convertible debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible debt | ||
Schedule of convertible debt | Series 1 Series 2 VRB Convertible Convertible Convertible Notes (Note a) Notes (Note a) bond (Note b) Total Balance at December 31, 2020 $ — $ — $ — $ — Debt issuance 48,621 — 22,857 71,478 Interest expense — — 483 483 Change in fair value 200 — — 200 Balance at September 30, 2021 $ 48,821 $ — $ 23,340 $ 72,161 Balance at December 31, 2021 $ 54,975 $ — $ 23,857 $ 78,832 Debt issuance — 86,200 — 86,200 Interest expense — — 1,541 1,541 Change in fair value 8,709 10,256 — 18,965 Conversion to common stock (63,684) (96,456) — (160,140) Balance at September 30, 2022 $ — $ — $ 25,398 $ 25,398 (a) Ivanhoe Electric convertible notes: (i) Series 1 Convertible Notes: Between August 3, 2021 and November 17, 2021, the Company completed a financing which included the issuance of $50.0 million aggregate principal amount of unsecured convertible promissory notes (“Series 1 Convertible Notes”). Upon completion of the Company’s IPO on June 30, 2022, the Series 1 Convertible Notes, including accrued interest of $0.9 million, were automatically converted into 5,419,923 shares of common stock of the Company at a conversion price of $9.39 per share (Note 9). (ii) On April 5, 2022, the Company completed a financing in which it issued $ 86.2 million aggregate principal amount of unsecured convertible promissory notes (“Series 2 Convertible Notes”). The Series 2 Convertible Notes were unsecured and bore interest at 3% per annum, in arrears and payable on the maturity date of July 31, 2023. Upon completion of the Company’s IPO on June 30, 2022, the Series 2 Convertible Notes, including accrued interest of $0.6 million, were automatically converted into 8,209,035 shares of common stock of the Company at a conversion price of $10.58 per share being a 10 % discount to the gross price per share at which common stock was sold in the IPO (Note 9). The convertible notes along with their embedded features did not contain any equity components, and therefore were recognized as a liability on issuance. The Company elected to measure the convertible notes at fair value, with subsequent changes in fair value recorded in net loss. (b) VRB Convertible bond: 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. The Company has accounted for the convertible bond as a debt instrument accounted at amortized cost. | Ivanhoe Electric VRB Convertible Convertible Notes bond (Note a) (Note b) Total Balance at December 31, 2020 $ — $ — $ — Debt issuance 49,999 22,857 72,856 Finance expense 405 1,000 1,405 Change in fair value 4,571 — 4,571 Balance at December 31, 2021 $ 54,975 $ 23,857 $ 78,832 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue | ||
Schedule of recognized revenue from the major sources | Three months ended Nine months ended September 30: September 30: Revenue type 2022 2021 2022 2021 Software licensing (Note a) $ 2 $ — $ 6,713 $ — Data processing services 552 1,043 832 3,993 Renewable energy storage systems (Note b) 627 2 627 106 Total $ 1,181 $ 1,045 $ 8,172 $ 4,099 (a) On October 15, 2021, the Company entered into a software license agreement whereby the Company provided software that can be used by the licensee in perpetuity for a one-time fee of $6.5 million, which was received in January 2022 and at which time its performance obligation with respect to the license was met. As such, in accordance with the Company’s accounting policy for the sale of software licenses, the license fee revenue was recognized in 2022. Software licensing revenue includes associated services included in the software license agreement. This revenue is included in the data processing segment. (b) At September 30, 2022, the Company had a contract liability of $2.8 million (December 31, 2021 — $3.5 million) relating to the sale of renewable energy storage systems. | Year ended December 31, Revenue type 2021 2020 2019 Data processing services (Note a) $ 4,512 $ 4,212 $ 3,032 Energy storage systems (Note b) 140 236 442 Other — 185 278 Total $ 4,652 $ 4,633 $ 3,752 (a) Revenue of $334,000 was recognized from opening contract liability balances during the year ended December 31, 2019. (b) At December 31, 2021, the Company had a contract liability of $3.5 million (2020 — $2.4 million and 2019 — $1.0 million) relating to the sale of energy storage systems. Revenue recognized from opening contract liability balances was $100,000 , $155,000 and $294,000 for the years ended December 31, 2021, 2020 and 2019. |
Exploration expenses (Tables)
Exploration expenses (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Exploration expenses | ||
Schedule of exploration expenses | Three months ended Nine months ended September 30: September 30: Project 2022 2021 2022 2021 Santa Cruz, USA (Note a) $ 21,811 $ 2,166 $ 46,372 $ 2,600 San Matias, Colombia 6,000 3,576 11,773 10,400 Pinaya, Peru 297 164 2,448 882 Perseverance, USA 35 107 1,694 205 Yangayu, Papua New Guinea 831 — 1,482 — Tintic, USA 613 547 1,309 1,589 Hog Heaven, USA 262 530 1,130 1,851 Carolina, USA 501 — 1,015 — Bitter Creek, USA 92 181 600 249 Lincoln, USA 210 — 549 — Ivory Coast Project, Ivory Coast 41 — 67 1,930 Project generation and other 3,278 2,683 6,718 4,857 Total $ 33,971 $ 9,954 $ 75,157 $ 24,563 (a) Exploration expense at the Santa Cruz Project for the three and nine months ended September 30, 2022 includes $5.7 million recorded upon the de-recognition of certain non-refundable payments made under a terminated land purchase agreement at the Santa Cruz Project (Note 6(a)). | Year ended December 31, Project 2021 2020 2019 San Matias, Colombia (Cordoba) (Note 10(d)) $ 13,789 $ 5,399 $ 5,456 Santa Cruz, USA (Note 10(a)) 9,966 923 943 Tintic, USA (Note 10(b)) 2,474 1,336 2,346 Ivory Coast Project, Ivory Coast (Note 20) 1,931 10 17 Hog Heaven, USA (Note 20) 2,029 336 — Pinaya, Peru (Kaizen) (Note 10(c)) 1,774 1,613 641 Desert Mountain, USA 821 177 — Perseverance, USA (Cordoba) (Note 20) 742 488 610 Yangayu, Papua New Guinea 497 — — South Voisey’s Bay, Canada (Note 20) 355 18 11 Bitter Creek, USA 340 174 — Lincoln, USA 235 — — Project Generation and other 4,552 3,620 2,882 Total $ 39,505 $ 14,094 $ 12,906 |
Related party transactions (T_2
Related party transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related party transactions | |
Summary of transactions between the Company and significant related parties | The following table summarizes transactions between the Company and significant related parties. Transactions for the Transactions for the three months ended nine months ended Balance outstanding as at September 30, September 30, September 30, December 31, 2022 2021 2022 2021 2022 2021 Total Expenses Global Mining (Note a) 1,249 993 3,485 1,879 9,567 5,129 Ivanhoe Capital Aviation (Note b) — — 250 1,167 750 1,167 I-Pulse (Note c) 73 — 286 — 286 — HPX (Note d) — — — — — 487 Total 1,322 993 4,021 3,046 10,603 6,783 Advances Global Mining (Note a) 1,757 1,855 — — — — Transactions for the Transactions for the nine three months ended months ended September 30, September 30, 2022 2021 2022 2021 Expense classification General and administrative expenses 1,626 2,052 4,678 3,987 Exploration expenses 2,395 994 5,925 2,796 4,021 3,046 10,603 6,783 (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 Parent and the Company on a cost-recovery basis. The Company held 7.1% of Global Mining’s outstanding common shares at September 30, 2022 (December 31, 2021 — 7.1% ). Transactions incurred with Global Mining include cost allocations from the Parent totaling $645,000 from the period January 1, 2021 to April 30, 2021. (b) Ivanhoe Capital Aviation (“ICA”) is an entity beneficially owned by the Company’s Chief Executive Officer and Chairman. ICA provides use of its aircraft to the Company. (c) I-Pulse Inc. (“I-Pulse”) is a significant shareholder of the Company. The Company has reimbursed I-Pulse certain consulting expenses paid by I-Pulse on the Company’s behalf. (d) HPX was the parent of the Company prior to the restructuring on April 30, 2021 (Note 1). Post restructuring there was reimbursement to HPX for certain costs paid by HPX on the Company’s behalf. |
Fair value measurement (Tables)
Fair value measurement (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair value measurement | ||
Schedule of classification of assets and liabilities that are recorded at fair value and measured on a recurring basis | September 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets: Investments subject to significant influence 5,882 — — 7,044 — — Other investments 1,621 — — 1,802 — — Total financial assets $ 7,503 $ — $ — $ 8,846 $ — $ — Financial liabilities: Convertible notes — — — — — 54,975 Deferred consideration payable — — — — — 26,562 Total financial liabilities $ — $ — $ — $ — $ — $ 81,537 | December 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets: Investments subject to significant influence 7,044 — — 6,707 — — Other investments 1,802 — — 1,196 — — Total financial assets $ 8,846 $ — $ — $ 7,903 $ — $ — Financial liabilities: Ivanhoe Electric convertible notes — — 54,975 — — — Deferred consideration payable — — 26,562 — — — Total financial liabilities $ — $ — $ 81,537 $ — $ — $ — |
Segment reporting (Tables)_2
Segment reporting (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Segment reporting | ||
Schedule of segment information | Three months ended September 30, 2022 Nine months ended September 30, 2022 Critical Data Energy Critical Data Energy Metals Processing Storage Total Metals Processing Storage Total Revenue $ — $ 554 $ 627 $ 1,181 $ — $ 7,545 $ 627 $ 8,172 Intersegment revenues — 89 — 89 — 228 — 228 Loss (income) from operations 38,669 640 2,400 41,709 86,552 (3,956) 6,005 88,601 Segment Assets 267,548 6,542 20,712 294,802 267,548 6,542 20,712 294,802 Three months ended September 30, 2021 Nine months ended September 30, 2021 Critical Data Energy Critical Data Energy Metals Processing Storage Total Metals Processing Storage Total Revenue $ — $ 1,043 $ 2 $ 1,045 $ — $ 3,993 $ 106 $ 4,099 Intersegment revenues — 56 — 56 — 100 — 100 Loss (income) from operations 15,630 185 2,548 18,363 33,770 (97) 4,863 38,536 Segment Assets 106,723 8,008 30,126 144,857 106,723 8,008 30,126 144,857 | As at and for the year ended December 31, 2021 Critical Metals Data Processing Energy Storage Total Revenue $ — $ 4,512 $ 140 $ 4,652 Intersegment revenues — 112 — 112 Loss from operations 53,188 633 6,928 60,749 Depreciation and amortization 826 2,865 559 4,250 Segment Assets 119,738 6,152 27,641 153,531 Expenditures for segment assets 14,832 8 341 15,181 Investments subject to significant influence 7,701 — — 7,701 As at and for the year ended December 31, 2020 Critical Metals Data Processing Energy Storage Total Revenue $ 185 $ 4,212 $ 236 $ 4,633 Intersegment revenues — 135 — 135 Loss from operations 21,054 752 4,795 26,601 Depreciation and amortization 790 2,783 466 4,039 Segment Assets 52,041 10,348 9,332 71,721 Expenditures for segment assets 14,911 7 85 15,003 Investments subject to significant influence 7,727 — — 7,727 As at and for the year ended December 31, 2019 Critical Metals Data Processing Energy Storage Total Revenue $ 278 $ 3,032 $ 442 $ 3,752 Intersegment revenues — 117 — 117 Loss from operations 18,477 1,293 6,410 26,180 Depreciation and amortization 595 2,718 563 3,876 Segment Assets 33,502 11,802 7,473 52,777 Expenditures for segment assets 3,969 5 32 4,006 Investments subject to significant influence 14,438 — — 14,438 |
Background and basis of prepa_4
Background and basis of preparation (Details) $ / shares in Units, $ in Millions | 6 Months Ended | ||||
Jun. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 | Dec. 31, 2021 | Apr. 30, 2021 shares | Dec. 31, 2020 | |
Ownership Interest | |||||
Reverse stock split ratio | 3 | 3 | |||
IPO | |||||
Ownership Interest | |||||
Shares issued | 14,388,000 | ||||
Issue price per share | $ / shares | $ 11.75 | ||||
Proceeds from IPO | $ | $ 169.1 | ||||
Kaizen Discovery Inc | |||||
Ownership Interest | |||||
Percentage of ownership interest acquired | 82.70% | 82.70% | 73.20% | ||
Cordoba Minerals Corp | |||||
Ownership Interest | |||||
Percentage of ownership interest acquired | 63.30% | 63.30% | 58.40% | ||
VRB Energy Inc | |||||
Ownership Interest | |||||
Percentage of ownership interest acquired | 90% | 90% | 90% | ||
Computational Geosciences Inc | |||||
Ownership Interest | |||||
Percentage of ownership interest acquired | 94.30% | 94.30% | 94.40% | ||
HPX | |||||
Ownership Interest | |||||
Number of shares issued in restructuring activity | 59,909,344 | ||||
Number of shares issued per each shareholder | 1 |
Cash and cash equivalents (De_2
Cash and cash equivalents (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and cash equivalents | |||
Cash and cash equivalents not available for general corporate purposes | $ 16.7 | $ 28.5 | $ 9 |
Investments subject to signif_7
Investments subject to significant influence (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Aug. 27, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investments subject to significant influence | |||||
Balance at December 31, 2021 | $ 7,701 | $ 7,727 | $ 14,438 | $ 11,860 | |
Change in fair value | (1,121) | (312) | 3,777 | 2,220 | |
Investment | 3,601 | 870 | 5,318 | ||
Share of loss | (3,077) | (213) | (71) | (90) | |
Foreign currency translation | (105) | 41 | (135) | (34) | |
Balance at September 30, 2022 | 6,999 | 7,701 | 7,727 | 14,438 | |
Sama | Carried at fair value | |||||
Investments subject to significant influence | |||||
Balance at December 31, 2021 | 5,719 | 5,498 | 10,009 | 6,689 | |
Change in fair value | (245) | (221) | 4,511 | 1,534 | |
Investment | 0 | 5,318 | |||
Share of loss | 0 | ||||
Foreign currency translation | 0 | ||||
Balance at September 30, 2022 | 5,474 | 5,719 | 5,498 | 10,009 | |
Fjordland | Carried at fair value | |||||
Investments subject to significant influence | |||||
Balance at December 31, 2021 | 1,325 | 1,209 | 431 | 1,077 | |
Change in fair value | (876) | (91) | (734) | 686 | |
Investment | 0 | ||||
Share of loss | 0 | ||||
Foreign currency translation | (41) | (25) | (44) | (40) | |
Balance at September 30, 2022 | 408 | 1,325 | $ 1,209 | $ 431 | |
SNC | |||||
Investments subject to significant influence | |||||
Investment | $ 870,000 | ||||
SNC | Equity method | |||||
Investments subject to significant influence | |||||
Balance at December 31, 2021 | 657 | ||||
Change in fair value | 0 | ||||
Investment | 3,601 | 870 | |||
Share of loss | (3,077) | (213) | |||
Foreign currency translation | (64) | ||||
Balance at September 30, 2022 | $ 1,117 | $ 657 |
Exploration mineral interests_7
Exploration mineral interests (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Exploration mineral interests | |||
Balance at December 31, 2021 | $ 73,039 | $ 32,015 | $ 10,304 |
Acquisition costs | 17,390 | 41,025 | 21,715 |
De-recognition (Note a) | (5,700) | ||
Foreign currency translation | 15 | 1 | 4 |
Balance at September 30, 2022 | 84,744 | 73,039 | 32,015 |
Santa Cruz Project | |||
Exploration mineral interests | |||
Balance at December 31, 2021 | 35,075 | ||
Acquisition costs | 11,252 | 35,075 | |
De-recognition (Note a) | (5,700) | ||
Foreign currency translation | 0 | ||
Balance at September 30, 2022 | 40,627 | 35,075 | |
Non-refundable payments of exploration mineral interests | 5,700 | ||
Tintic Project | |||
Exploration mineral interests | |||
Balance at December 31, 2021 | 19,588 | 13,888 | 6,888 |
Acquisition costs | 5,788 | 5,700 | 7,000 |
De-recognition (Note a) | 0 | ||
Foreign currency translation | 0 | ||
Balance at September 30, 2022 | 25,376 | 19,588 | 13,888 |
Pinaya Project | |||
Exploration mineral interests | |||
Balance at December 31, 2021 | 2,511 | 2,512 | 2,516 |
Acquisition costs | 0 | ||
De-recognition (Note a) | 0 | ||
Foreign currency translation | 15 | 1 | 4 |
Balance at September 30, 2022 | 2,526 | 2,511 | 2,512 |
San Matias Project | |||
Exploration mineral interests | |||
Balance at December 31, 2021 | 13,607 | 13,607 | |
Acquisition costs | 0 | 13,607 | |
De-recognition (Note a) | 0 | ||
Foreign currency translation | 0 | ||
Balance at September 30, 2022 | 13,607 | 13,607 | 13,607 |
Mineral Royalty Project | |||
Exploration mineral interests | |||
Balance at December 31, 2021 | 1,708 | 1,708 | 750 |
Acquisition costs | 0 | 958 | |
De-recognition (Note a) | 0 | ||
Foreign currency translation | 0 | ||
Balance at September 30, 2022 | 1,708 | 1,708 | 1,708 |
Other Project | |||
Exploration mineral interests | |||
Balance at December 31, 2021 | 550 | 300 | 150 |
Acquisition costs | 350 | 250 | 150 |
De-recognition (Note a) | 0 | ||
Foreign currency translation | 0 | ||
Balance at September 30, 2022 | $ 900 | $ 550 | $ 300 |
Deferred consideration payable
Deferred consideration payable (Details) - Common Stock - Central Arizona Resources Ltd. ("CAR") $ in Millions | Jun. 30, 2022 USD ($) shares |
Shares issued | shares | 945,626 |
Deferred consideration payable in cash | $ | $ 15 |
Convertible debt (Details)_2
Convertible debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Beginning balance | $ 78,832 | $ 0 | $ 0 | |
Debt issuance | 86,200 | 71,478 | 72,856 | |
Interest expense | 1,541 | 483 | 1,405 | |
Change in fair value | 18,965 | 200 | 4,571 | |
Conversion to common stock | $ 160,140 | (160,140) | ||
Ending balance | 25,398 | 72,161 | 78,832 | |
Series 1 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Beginning balance | 54,975 | 0 | 0 | |
Debt issuance | 0 | 48,621 | ||
Interest expense | 0 | 0 | ||
Change in fair value | 8,709 | 200 | ||
Conversion to common stock | (63,684) | |||
Ending balance | 0 | 48,821 | 54,975 | |
Series 2 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Beginning balance | 0 | 0 | 0 | |
Debt issuance | 86,200 | 0 | ||
Interest expense | 0 | 0 | ||
Change in fair value | 10,256 | 0 | ||
Conversion to common stock | (96,456) | |||
Ending balance | 0 | 0 | 0 | |
VRB Convertible bond | ||||
Debt Instrument [Line Items] | ||||
Beginning balance | 23,857 | 0 | 0 | |
Debt issuance | 0 | 22,857 | ||
Interest expense | 1,541 | 483 | ||
Change in fair value | 0 | 0 | ||
Conversion to common stock | 0 | |||
Ending balance | $ 25,398 | $ 23,340 | $ 23,857 |
Convertible debt - Additional I
Convertible debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Jul. 08, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Apr. 05, 2022 | Nov. 17, 2021 | Oct. 31, 2021 | |
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of convertible notes | $ 86,200 | $ 48,621 | $ 49,999 | |||||
Series 1 Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 50,000 | $ 50,000 | $ 50,000 | |||||
Series 1 Convertible Notes | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Accrued interest on convertible notes | $ 900 | |||||||
Shares converted | 5,419,923 | |||||||
Conversion price for stock to be converted | $ 9.39 | |||||||
Series 2 Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 86,200 | |||||||
Interest rate on convertible debt (in percent) | 3% | |||||||
Series 2 Convertible Notes | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Accrued interest on convertible notes | $ 600 | |||||||
Shares converted | 8,209,035 | |||||||
Conversion price for stock to be converted | $ 10.58 | |||||||
Percentage of discount applied | 10% | |||||||
VRB Convertible bond | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of convertible notes | $ 24,000 | |||||||
Debt term | 5 years | |||||||
Interest rate on convertible debt (in percent) | 8% |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||
Issue price per share | $ 2.49 | ||||
Gross proceeds | $ 158,202 | $ 9,410 | $ 9,678 | ||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued | 14,388,000 | 3,905,324 | 4,015,990 | ||
Gross proceeds | $ 2 | ||||
Central Arizona Resources [Member] | Common Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued | 945,626 | ||||
IPO | |||||
Class of Stock [Line Items] | |||||
Shares issued | 14,388,000 | ||||
Reduction in paid in capital | $ 11,100 | ||||
IPO | Common Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued | 14,388,000 | ||||
Issue price per share | $ 11.75 | $ 11.75 | $ 11.75 | ||
Gross proceeds | $ 169,100 | ||||
Series 1 Convertible Notes | Common Stock | |||||
Class of Stock [Line Items] | |||||
Convertible notes including accrued interest | $ 50,900 | ||||
Shares converted | 5,419,923 | ||||
Conversion price for stock to be converted | $ 9.39 | 9.39 | 9.39 | ||
Series 2 Convertible Notes | Common Stock | |||||
Class of Stock [Line Items] | |||||
Convertible notes including accrued interest | $ 86,800 | ||||
Shares converted | 8,209,035 | ||||
Conversion price for stock to be converted | $ 10.58 | $ 10.58 | $ 10.58 |
Revenue - Recognized revenue fr
Revenue - Recognized revenue from the major sources (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Oct. 15, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||||
Revenue | $ 1,181 | $ 1,045 | $ 8,172 | $ 4,099 | $ 4,652 | $ 4,633 | $ 3,752 | |
Contract liability | 2,751 | 2,751 | $ 3,484 | $ 2,425 | 1,000 | |||
Software license agreement | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from performance obligation in perpetuity one-time fee | $ 6,500 | |||||||
Software licensing | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue | 2 | 0 | 6,713 | 0 | ||||
Data processing services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue | 552 | 1,043 | 832 | 3,993 | ||||
Contract liability | $ 334,000 | |||||||
Renewable energy storage systems | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue | $ 627 | $ 2 | $ 627 | $ 106 |
Exploration expenses (Details)
Exploration expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Exploration expenses | |||||||
Exploration expenses | $ 33,971 | $ 9,954 | $ 75,157 | $ 24,563 | $ 39,505 | $ 14,094 | $ 12,906 |
Santa Cruz, USA | |||||||
Exploration expenses | |||||||
Exploration expenses | 21,811 | 2,166 | 46,372 | 2,600 | 9,966 | 923 | 943 |
Non-refundable payments of exploration mineral interests | 5,700 | 5,700 | |||||
San Matias, Colombia | |||||||
Exploration expenses | |||||||
Exploration expenses | 6,000 | 3,576 | 11,773 | 10,400 | 13,789 | 5,399 | 5,456 |
Pinaya, Peru | |||||||
Exploration expenses | |||||||
Exploration expenses | 297 | 164 | 2,448 | 882 | |||
Perseverance, USA | |||||||
Exploration expenses | |||||||
Exploration expenses | 35 | 107 | 1,694 | 205 | 742 | 488 | 610 |
Yangayu, Papua New Guinea | |||||||
Exploration expenses | |||||||
Exploration expenses | 831 | 0 | 1,482 | 0 | |||
Tintic, USA | |||||||
Exploration expenses | |||||||
Exploration expenses | 613 | 547 | 1,309 | 1,589 | |||
Hog Heaven, USA | |||||||
Exploration expenses | |||||||
Exploration expenses | 262 | 530 | 1,130 | 1,851 | 2,029 | 336 | |
Carolina, USA | |||||||
Exploration expenses | |||||||
Exploration expenses | 501 | 0 | 1,015 | 0 | |||
Bitter Creek, USA | |||||||
Exploration expenses | |||||||
Exploration expenses | 92 | 181 | 600 | 249 | 340 | 174 | |
Lincoln, USA | |||||||
Exploration expenses | |||||||
Exploration expenses | 210 | 0 | 549 | 0 | 235 | ||
Ivory Coast Project, Ivory Coast | |||||||
Exploration expenses | |||||||
Exploration expenses | 41 | 0 | 67 | 1,930 | 1,931 | 10 | 17 |
Desert Mountain, USA | |||||||
Exploration expenses | |||||||
Exploration expenses | 821 | 177 | |||||
South Voisey's Bay, Canada | |||||||
Exploration expenses | |||||||
Exploration expenses | 355 | 18 | 11 | ||||
Project generation and other | |||||||
Exploration expenses | |||||||
Exploration expenses | $ 3,278 | $ 2,683 | $ 6,718 | $ 4,857 | $ 4,552 | $ 3,620 | $ 2,882 |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Millions | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related party transactions | |||
Cost allocation in related party transaction | $ 1.3 | $ 7 | $ 6.6 |
Related party transactions - _2
Related party transactions - Summary of transactions between the Company and certain significant related parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Apr. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related party transactions | ||||||||
Total Expenses, Balance outstanding | $ 1,322 | $ 1,322 | $ 993 | $ 262 | ||||
Total Transactions Expenses | 4,021 | $ 3,046 | 10,603 | $ 6,783 | 8,692 | 5,710 | $ 6,213 | |
General and administrative expenses | 1,626 | 2,052 | 4,678 | 3,987 | 5,454 | 3,060 | 3,248 | |
Exploration expenses | 2,395 | 994 | 5,925 | 2,796 | 3,238 | 2,650 | 2,965 | |
Cost allocation in related party transaction | $ 1,300 | 7,000 | 6,600 | |||||
Global Mining | ||||||||
Related party transactions | ||||||||
Total Expenses, Balance outstanding | 1,249 | 1,249 | 993 | 262 | ||||
Total Transactions Expenses | 3,485 | 1,879 | 9,567 | 5,129 | 6,776 | 5,710 | 6,213 | |
Advances | $ 1,757 | $ 1,757 | $ 1,855 | 1,307 | ||||
Ownership percentage in outstanding common shares | 7.10% | 7.10% | 7.10% | |||||
Cost allocation in related party transaction | $ 645,000 | $ 645,000 | $ 2,400 | $ 2,200 | ||||
Ivanhoe Capital Aviation | ||||||||
Related party transactions | ||||||||
Total Expenses, Balance outstanding | $ 0 | $ 0 | 0 | |||||
Total Transactions Expenses | 250 | 1,167 | 750 | 1,167 | 1,417 | |||
I-Pulse Inc. | ||||||||
Related party transactions | ||||||||
Total Expenses, Balance outstanding | 73 | 73 | 0 | |||||
Total Transactions Expenses | 286 | 0 | 286 | 0 | ||||
HPX | ||||||||
Related party transactions | ||||||||
Total Expenses, Balance outstanding | 0 | 0 | 0 | |||||
Total Transactions Expenses | $ 0 | $ 0 | $ 0 | $ 487 | $ 499 |
Fair value measurement (Details
Fair value measurement (Details) - Fair value, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 | |||
Financial assets: | |||
Investments subject to significant influence | $ 5,882 | $ 7,044 | |
Other investments | 1,621 | 1,802 | |
Total financial assets | 7,503 | 8,846 | $ 7,903 |
Financial liabilities: | |||
Convertible notes | 0 | 0 | |
Deferred consideration payable | 0 | 0 | |
Total financial liabilities | 0 | 0 | |
Level 2 | |||
Financial assets: | |||
Investments subject to significant influence | 0 | 0 | |
Other investments | 0 | 0 | |
Total financial assets | 0 | 0 | |
Financial liabilities: | |||
Convertible notes | 0 | 0 | |
Deferred consideration payable | 0 | 0 | |
Total financial liabilities | 0 | 0 | |
Level 3 | |||
Financial assets: | |||
Investments subject to significant influence | 0 | 0 | |
Other investments | 0 | 0 | |
Total financial assets | 0 | 0 | |
Financial liabilities: | |||
Convertible notes | 0 | 54,975 | |
Deferred consideration payable | 0 | 26,562 | |
Total financial liabilities | $ 0 | $ 81,537 |
Segment reporting (Details)_2
Segment reporting (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Segment reporting | |||||||
Number of reportable segments | segment | 3 | 3 | |||||
Revenue | $ 4,652 | $ 4,633 | $ 3,752 | ||||
Segment Assets | $ 294,802 | $ 294,802 | 153,531 | 71,721 | 52,777 | ||
Critical Metals | |||||||
Segment reporting | |||||||
Segment Assets | 119,738 | 52,041 | 33,502 | ||||
Data Processing | |||||||
Segment reporting | |||||||
Segment Assets | 6,152 | 10,348 | 11,802 | ||||
Energy Storage | |||||||
Segment reporting | |||||||
Segment Assets | $ 27,641 | $ 9,332 | $ 7,473 | ||||
Operating segments | |||||||
Segment reporting | |||||||
Revenue | 1,181 | $ 1,045 | 8,172 | $ 4,099 | |||
Loss (income) from operations | 41,709 | 18,363 | 88,601 | 38,536 | |||
Segment Assets | 294,802 | 144,857 | 294,802 | 144,857 | |||
Operating segments | Critical Metals | |||||||
Segment reporting | |||||||
Revenue | 0 | 0 | 0 | 0 | |||
Loss (income) from operations | 38,669 | 15,630 | 86,552 | 33,770 | |||
Segment Assets | 267,548 | 106,723 | 267,548 | 106,723 | |||
Operating segments | Data Processing | |||||||
Segment reporting | |||||||
Revenue | 554 | 1,043 | 7,545 | 3,993 | |||
Loss (income) from operations | 640 | 185 | (3,956) | (97) | |||
Segment Assets | 6,542 | 8,008 | 6,542 | 8,008 | |||
Operating segments | Energy Storage | |||||||
Segment reporting | |||||||
Revenue | 627 | 2 | 627 | 106 | |||
Loss (income) from operations | 2,400 | 2,548 | 6,005 | 4,863 | |||
Segment Assets | 20,712 | 30,126 | 20,712 | 30,126 | |||
Intersegment revenues | |||||||
Segment reporting | |||||||
Revenue | 89 | 56 | 228 | 100 | |||
Intersegment revenues | Critical Metals | |||||||
Segment reporting | |||||||
Revenue | 0 | 0 | 0 | 0 | |||
Intersegment revenues | Data Processing | |||||||
Segment reporting | |||||||
Revenue | 89 | 56 | 228 | 100 | |||
Intersegment revenues | Energy Storage | |||||||
Segment reporting | |||||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent events (Details)
Subsequent events (Details) - Subsequent events - I-Pulse Inc. € in Millions, $ in Millions | 1 Months Ended | |||
Oct. 24, 2022 USD ($) item | Oct. 24, 2022 EUR (€) item | Oct. 31, 2022 USD ($) | Oct. 31, 2022 EUR (€) | |
Subsequent events | ||||
Number of typhoon transmitters purchased | 6 | 6 | ||
Total purchase price | $ 12.4 | € 12.6 | ||
Annual maintenance costs | $ 1.7 | € 1.7 | ||
Front payment made | $ 7.1 | € 7.1 |