Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: Unregistered Sales of Equity Securities for the Three Months Ended March 31, 2023
−Removed: 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.
−Removed: 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.
−Removed: as partial consideration for the right to earn in on the White Hill Copper Project.
−Removed: The first tranche of 10,281 shares was issued on March 3, 2023 at a deemed price of $14.59 per share.
−Removed: Additional shares may be issued by the Company in connection with an earn-in right over the course of up to six years.
−Removed: 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
−Removed: the five consecutive trading day period ending on the trading day prior to the applicable anniversary date of the agreement that requires the issuance.
−Removed: 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.
+Added: Unregistered Sales of Equity Securities for the Three Months Ended June 30, 2023
+Added: There were no unregistered sales of equity securities during the three months ended June 30, 2023.
Use of Proceeds from our IPO
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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: 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.
−Removed: 10.1* Executive Employment Agreement dated January 24, 2022 between the Company and Glen Kuntz
−Removed: 10.2* Executive Employment Agreement dated January 4, 2023 between the Company and Cassandra Joseph
−Removed: 10.3 Heads of Terms Agreement between Ivanhoe Electric Inc.
−Removed: 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).
+Added: As at June 30, 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 July 1, 2023 between the Company and Mark Gibson
+Added: 10.2* Amended and Restated Executive Employment Agreement dated August 2, 2023 between the Company and Glen Kuntz
+Added: 10.3* Amended and Restated Executive Employment Agreement dated August 7, 2023 between the Company and Quentin Markin
+Added: 10.4* Executive Employment Agreement dated August 7, 2023 between the Company and Graham Boyd
+Added: 10.5 Purchase and Sale Agreement between Mesa Cobre Holding Corporation and Wolff-Harvard Ventures, LLC dated May 10, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2023).
+Added: 10.6 Secured Promissory Note between Mesa Cobre Holding Corporation and Wolff-Harvard Ventures, LP dated May 23, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2023).
+Added: 10.7 Deed of Trust and Assignment of Rents between Mesa Cobre Holding Corporation and First American Title Insurance Company for the benefit of Wolff-Harvard Ventures, LP dated May 23, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2023)
+Added: 10.8+ Common Stock Subscription Agreement between Ivanhoe Electric Inc.
+Added: and Saudi Arabian Mining Company (Ma’aden) dated May 15, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2023)
+Added: 10.9* Investor Rights Agreement between Ivanhoe Electric Inc.
+Added: and Saudi Arabian Mining Company (Ma’aden) dated July 6, 2023
+Added: 10.10* Shareholders Agreement by and among Ivanhoe Electric Inc., Ivanhoe Electric Mena Holdings Ltd., Ma’aden Ivanhoe Electric Exploration and Development Limited Company and Saudi Arabian Mining Company (Ma’aden) dated July 6, 2023
+Added: 10.11 Form of Director Indemnification Agreement (incorporated by reference to Schedule 6 of Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2023)
+Added: 10.12* Form of Non-Employee Director Deferred Share Unit Award Agreement
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.
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* Filed herewith.
+Added: + Certain schedules or portions thereof are omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: The Company agrees to provide on a supplemental basis a copy of any omitted schedule to the U.S.
+Added: Securities and Exchange Commission or its staff upon request .
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.
+Added: August 14, 2023
/s/ Taylor Melvin
2 unchanged sentences
(Principal Executive Officer)
+Added: August 14, 2023
/s/ Jordan Neeser
3 unchanged sentences
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.