Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: Unregistered Sales of Equity Securities for the Three Months Ended September 30, 2022
−Removed: There were no unregistered sales of equity securities during the three months ended September 30, 2022.
+Added: Unregistered Sales of Equity Securities for the Three Months Ended March 31, 2023
+Added: During the three months ended March 31, 2023, we have issued and sold the securities described below without registering the securities under the Securities Act.
+Added: On February 21, 2023 we entered into an earn-in agreement pursuant to which we agreed to issue up to $1,400,000 worth of our common stock to Exiro Minerals USA Corp.
+Added: as partial consideration for the right to earn in on the White Hill Copper Project.
+Added: The first tranche of 10,281 shares was issued on March 3, 2023 at a deemed price of $14.59 per share.
+Added: Additional shares may be issued by the Company in connection with an earn-in right over the course of up to six years.
+Added: Such shares will be valued at the greater of $11.75 per share or the 5-day volume-weighted average price of such shares for
+Added: the five consecutive trading day period ending on the trading day prior to the applicable anniversary date of the agreement that requires the issuance.
+Added: The issuance of the above securities was exempt pursuant to Section 4(a)(2)of the Securities Act, as the securities were issued to financially sophisticated purchaser in a privately negotiated transaction.
Use of Proceeds from our IPO
6 unchanged sentences
No IPO expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10.0% or more of any class of our equity securities or to any other affiliates.
−Removed: There has been no material change in our planned use of the net proceeds from our IPO described in the Final Prospectus.
−Removed: Amended and Restated Certificate of Incorporation of Ivanhoe Electric Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 27, 2022)
−Removed: Amended and Restated Bylaws of Ivanhoe Electric Inc.
−Removed: (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 27, 2022)
−Removed: Employment Agreement dated October 21, 2022 between the Company and Taylor Melvin.
+Added: As at March 31, 2023, the Company's use of net proceeds is materially in-line with the planned use of net proceeds as described in the final prospectus.
+Added: 10.1* Executive Employment Agreement dated January 24, 2022 between the Company and Glen Kuntz
+Added: 10.2* Executive Employment Agreement dated January 4, 2023 between the Company and Cassandra Joseph
+Added: 10.3 Heads of Terms Agreement between Ivanhoe Electric Inc.
+Added: and Saudi Arabian Mining Company Ma’aden dated January 11, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 11, 2023).
31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
4 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
1 unchanged sentence
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: November 14, 2022
−Removed: /s/ Robert Friedland
−Removed: Robert Friedland
+Added: /s/ Taylor Melvin
+Added: Taylor Melvin
Chief Executive Officer
(Principal Executive Officer)
−Removed: November 14, 2022
−Removed: /s/ Catherine Barone
−Removed: Catherine Barone
−Removed: Interim Chief Financial Officer
+Added: /s/ Jordan Neeser
+Added: Jordan Neeser
+Added: Chief Financial Officer
(Principal Financial Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.