Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: Unregistered Sales of Equity Securities for the Three Months Ended September 30, 2023
−Removed: There were no unregistered sales of equity securities during the three months ended September 30, 2023, other than the unregistered shares issued to Ma'aden as previously reported in our Form 8-K filed on July 6, 2023.
−Removed: On July 6, 2023 we issued to Ma’aden an aggregate of 10,269,604 shares of common stock of the Company, constituting 9.9% of the total outstanding number of shares of common stock (the “Purchased Shares”), for gross proceeds of approximately $127.1 million, representing an aggregate purchase price of $12.38 per share.
−Removed: The Purchased Shares issued were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S promulgated thereunder.
−Removed: In connection with the issuance of the Purchased Shares, Ma’aden represented it is not a “U.S Person” within the meaning of Regulation S under the Securities Act.
−Removed: The Purchased Shares have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration.
−Removed: Use of Proceeds from our IPO
−Removed: On June 27, 2022, our Registration Statement on Form S-1 (File No.
−Removed: 333-265175) relating to our IPO of our common stock was declared effective by the SEC.
−Removed: On June 30, 2022, we completed our IPO and issued and sold 14,388,000 shares of our common stock at a price to the public of $11.75 per share for aggregate gross proceeds of $169.1 million.
−Removed: BMO Capital Markets Corp.
−Removed: and Jefferies LLC acted as joint book-running managers for the IPO and as representatives of the underwriters.
−Removed: The net proceeds from the IPO to us, after deducting underwriting discounts and commissions and offering expenses of $11.1 million, were $158.0 million.
−Removed: 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 September 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.
−Removed: Item6.Exhibits.
−Removed: 10.1 Executive Employment Agreement dated July 1, 2023 between the Company and Mark Gibson (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023).
−Removed: 10.2 Amended and Restated Executive Employment Agreement dated August 3, 2023 between the Company and Glen Kuntz (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023).
−Removed: 10.3 Amended and Restated Executive Employment Agreement dated August 7, 2023 between the Company and Quentin Markin (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023).
−Removed: 10.4 Executive Employment Agreement dated August 7, 2023 between the Company and Graham Boyd (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023).
−Removed: 10.5 Underwriting Agreement dated as of September 14, 2023 (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2023).
−Removed: 10.6+ Common Stock Subscription Agreement between Ivanhoe Electric Inc.
−Removed: and Saudi Arabian Mining Company (Ma’aden) dated October 23, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on October 24, 2023).
−Removed: 10.7 Investor Rights Agreement between Ivanhoe Electric Inc.
−Removed: and Saudi Arabian Mining Company (Ma’aden) dated July 6, 2023 (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023)
−Removed: 10.8 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 (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023).
−Removed: 10.9 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)
−Removed: 10.10 Form of Non-Employee Director Deferred Share Unit Award Agreement (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023)
+Added: Unregistered Sales of Equity Securities for the Three Months Ended March 31, 2024
+Added: During the three months ended March 31, 2024, we have issued and sold the securities described below without registering the securities under the Securities Act.
+Added: On February 6, 2024, we issued 116,413 shares of our common stock pursuant to the Plan or Arrangement (the “Arrangement”) between the Company and Kaizen.
+Added: We issued the shares without registration in reliance upon Section 3(a)(10) of the Securities Act.
+Added: Immediately prior to the closing of the Arrangement, the Company beneficially owned 54,428,971 common shares of Kaizen, representing 82.54% of the issued and outstanding common shares on a non-diluted basis.
+Added: Following the closing of the Arrangement, the Company owns 69,229,659 common shares of Kaizen, representing 100% of the issued and outstanding common shares on a fully diluted basis.
+Added: Effective February 6, 2024, Kaizen is now a wholly-owned subsidiary of the Company.
+Added: The Company acquired the common shares of Kaizen in consideration for the issuance of one share of common stock of the Company for every 127 common shares of Kaizen issued and outstanding immediately prior to the closing of the Arrangement.
+Added: On February 21, 2024, we issued 12,765 shares of our common stock at a price of $11.75 per share to Exiro Minerals USA Corp.
+Added: as partial consideration for the right to earn in on the White Hill Copper Project.
+Added: The issuance of the above securities was exempt pursuant to Section 4(a)(2) of the Securities Act, as transactions by an issuer not involving a public offering.
+Added: The Company entered into a definitive Option Agreement with Golden Arrow Mining Corporation (GAMC) on February 29, 2024, pursuant to which the Company has the option of acquiring all of GAMC’s right, title and interest in and to the New York Canyon Project until August 1, 2025.
+Added: If the Company exercises the option, it shall grant US$1 million in shares of Company common stock at a price equal to the higher of $13.50 per share and the 30-day volume weighted average price determined on the date of the exercise, subject to stock exchange rules, for a maximum of 74,074
+Added: The issuance of the above securities is subject to the Company electing to exercise the option and will be exempt pursuant to Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving a public offering
+Added: 10.1 Amendment #2 to Shareholders’ Agreement in Respect of Ma’aden Ivanhoe Electric Exploration and Development Limited Company dated January 1, 2024 (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2024)
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: 96.1 Technical Report Summary on the Santa Cruz Project, Arizona, U.S.A., SRK Consulting (U.S.), Inc., KCB Consultants Ltd., Life Cycle Geo, LLC, M3 Engineering and Technology Corp., Nordmin Engineering Ltd., Call & Nicholas, Inc., Tetra Tech, Inc., INTERA Incorporated, Haley & Aldrich, Inc., and Met Engineering, LLC, dated of September 6, 2023 (incorporated by reference to Exhibit 96.1 to the Company’s Current Report on 8-K filed with the SEC on September 6, 2023).
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.
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* Filed herewith.
−Removed: + Certain schedules or portions thereof are omitted pursuant to Item 601(a)(6) of Regulation S-K.
−Removed: The Company agrees to provide on a supplemental basis a copy of any omitted schedule or portion to the U.S.
−Removed: 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.
−Removed: November 7, 2023
/s/ Taylor Melvin
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(Principal Executive Officer)
−Removed: November 7, 2023
/s/ Jordan Neeser
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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.