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Item 5. Market for Registrant’s Common Equity

2025-02-27 compared with 2024-02-26 · 32 added, 39 removed, 132 unchanged (35% of the section changed)

10 unchanged sentences

During the year ended December 31, 2024, we did not sell any unregistered equity securities except as previously reported on Form 10-Q or Form 8-K.

Subsequent to year end, we sold the following unregistered securities:

• 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.

We issued the shares without registration in reliance upon Section 3(a)(10) of the Securities Act.

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.

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.

Effective February 6, 2024, Kaizen is now a wholly-owned subsidiary of the Company.

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.

• 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.

as partial consideration for the right to earn in on the White Hill Copper Project.

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.

Purchases of Equity Securities

We made no purchases of our equity securities during the fourth quarter of the year ended December 31, 2024.

Use of Proceeds

On June 27, 2022, our Registration Statement on Form S-1 (File No.

333-265175) (the “Final Prospectus”) relating to our IPO of our common stock was declared effective by the SEC.

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.

BMO Capital Markets Corp.

and Jefferies LLC acted as joint book-running managers for the IPO and as representatives of the underwriters.

The net proceeds from the IPO to us, after deducting underwriting discounts and commissions and offering expenses of $10.9 million, were $158.2 million.

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.

We have exhausted the net proceeds from our IPO with the use as described in the Final Prospectus.

Certain United States Federal Income Tax and Estate Tax Consequences to Non-U.S.

The following is a summary of certain material United States federal income tax and estate tax consequences to a non-U.S.

holder (as defined below) relating to the ownership and disposition of our common stock, but does not purport to be a

complete analysis of all the potential tax considerations relating thereto.

This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder (“Treasury Regulations”), administrative rulings and judicial decisions, all as in effect on the date hereof.

holder (as defined below) relating to the ownership and disposition of our common stock, but does not purport to be a complete analysis of all the potential tax considerations relating thereto.

This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder (“Treasury Regulations”), and administrative rulings and judicial decisions, all as in effect on the date hereof.

These authorities may be changed, possibly retroactively, so as to result in United States federal income or estate tax consequences different from those set forth below.

This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.

We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

We have not sought any legal opinion from legal counsel or ruling from the Internal Revenue Service (“IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

This summary also does not address the tax considerations arising under the laws of any non-U.S., state or local jurisdiction, or under United States federal gift and estate tax laws, except to the limited extent below.

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• persons subject to special tax accounting rules;

• persons subject to the alternative minimum tax;

• tax-exempt organizations, tax-qualified retirement plans, and pension plans;

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Accordingly, partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the United States federal income tax consequences to them of the acquisition, ownership, and disposition of our common stock.

Prospective investors are urged to consult their own tax advisors with respect to the application of the United States federal income tax laws to their particular situation, as well as any tax consequences of the purchase, ownership and disposition of our common stock arising under the United States federal estate or gift tax rules or under the laws of any state, local, non-U.S.

Prospective investors should consult their own tax advisors with respect to the application of the United States federal income tax laws to their particular situation, as well as any tax consequences of the purchase, ownership and disposition of our common stock arising under other United States federal tax rules or under the laws of any state, local, non-U.S.

or other taxing jurisdiction or under any applicable tax treaty.

10 unchanged sentences

However, if we make a distribution of cash or other property (other than certain pro rata distributions of our common stock) in respect of our common stock, the distribution will be treated as a dividend for United States federal income tax purposes to the extent it is paid from our current or accumulated earnings and profits (as determined under United States federal income tax principles).

If the amount of a distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as a tax-free return of capital that reduces a non-U.S.

If the amount of a distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as a tax-free return of capital that reduces the non-U.S.

holder’s adjusted basis in such holder’s common stock, but not below zero.

Any excess will be treated as gain realized on the sale or other disposition of our common stock and will be treated as described under “- Sale, Exchange or Other Disposition of Our Common Stock,” below.

Subject to the discussion below regarding effectively connected income, backup withholding and FATCA (as defined below), distributions treated as dividends on our common stock held by a non-U.S.

holder generally will be subject to United States federal withholding tax at a rate of 30%, or at a lower rate if provided by an applicable income tax treaty and the non-U.S.

Subject to the discussion below regarding effectively connected income, FATCA (as defined below) and backup withholding, distributions treated as dividends on our common stock held by a non-U.S.

holder generally will be subject to United States federal withholding tax at a rate of 30%, or at a lower rate if provided by an applicable income tax treaty and

holder has provided the documentation required to claim benefits under such treaty.

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Holder, including, but not limited to, distributions of cash, common stock or sales proceeds subsequently paid or credited to that holder.

If we are unable to determine, at the time of payment of a distribution, whether the distribution will constitute a dividend, we may nonetheless choose to withhold any U.S.

If we are unable to determine, at the time of payment of a distribution, whether the distribution will constitute a dividend, we may nonetheless withhold any U.S.

federal income tax on the distribution as permitted by Treasury Regulations.

If we are a USRPHC (as defined below) and we do not qualify for the Regularly Traded Exception (as defined below), distributions which constitute a return of capital will be subject to withholding tax unless an application for a withholding certificate is filed to reduce or eliminate such withholding.

As discussed under “- Sale, Exchange or Other Disposition of Our Common Stock ” below, we believe we are a “United States real property holding corporation” (“USRPHC”) for United States federal income tax purposes.

If we are a USRPHC and we do not qualify for the Regularly Traded Exception (as defined below), distributions which constitute a return of capital will be subject to withholding tax unless an application for a withholding certificate is filed to reduce or eliminate such withholding.

If a non-U.S.

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holder in the United States);

• our common stock constitutes a United States real property interest (“USRPI”) by reason of our status as a “United States real property holding corporation” (“USRPHC”) at any time within the shorter of the five-year period preceding the disposition or the non-U.S.

• our common stock constitutes a United States real property interest (“USRPI”) by reason of our status as a USRPHC at any time within the shorter of the five-year period preceding the disposition or the non-U.S.

holder’s holding period for our common stock.

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holder is a corporation for United States federal income tax purposes, it may also be subject to a branch profits tax at the rate of 30% (or a lower rate if provided by an applicable tax treaty) on such effectively connected gain, as adjusted for certain items.

With respect to the third bullet point above, because we hold significant real property interests in the United States, we believe we are a USRPHC for United States federal income tax purposes.

Because we hold significant real property interests in the United States, we believe we are a USRPHC for United States federal income tax purposes.

Because the determination of whether we are a USRPHC depends on the fair market value of our United States real property interests relative to the fair market value of our worldwide real property interests and our other assets used or held for use in a trade or business, it is possible we may (or may not) remain a USRPHC in the future.

As a USRPHC, if our common stock is “regularly traded” on an “established securities market” (in each case, as defined by applicable Treasury Regulations) (the “Regularly Traded Exception”) during the calendar year in which a non-U.S.

holder disposes of our stock, the non-U.S.

9 unchanged sentences

In addition, the purchaser of our shares of common stock from a non-U.S.

holder generally would be required to withhold and remit to the IRS fifteen percent (15%) of the purchase price paid to such non-U.S.

holder unless, at the time of such sale or other disposition, any class of our stock is regularly traded on an established securities market (as discussed above) or any other exception to such withholding applies.

holder generally would be required to withhold and remit to the IRS 15% of the purchase price paid to such non-U.S.

holder unless, at the time of such sale or other disposition, any class of our stock is regularly traded on an established securities market (as discussed above) or another exception to such withholding applies.

Federal Estate Tax

4 unchanged sentences

Specifically, a 30% withholding tax may be imposed on dividends paid to a non-U.S.

holder on, or subject to the proposed Treasury Regulations discussed below, gross proceeds from the disposition

of, our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (i) the foreign financial institution undertakes certain diligence and reporting obligations, (ii) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules.

holder on, or subject to the proposed Treasury Regulations discussed below, gross proceeds from the disposition of, our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (i) the foreign financial institution undertakes certain diligence and reporting obligations, (ii) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules.

If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (i) above, it must enter into an agreement with the United States Department of Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders.

Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

holders typically will be required to furnish certifications (generally on the applicable IRS Form W-8) or other documentation to provide the information required by FATCA or to establish compliance with or an exemption from withholding under FATCA.

FATCA withholding may apply where payments are made through a non-U.S.

intermediary that is not FATCA compliant, even where the non-U.S.

holder satisfies the holders’s own FATCA obligations.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock, and subject to proposed Treasury Regulations described below, to payments of gross proceeds from the sale or other disposition of such stock.

1 unchanged sentence

There can be no assurance that the proposed Treasury Regulations will be finalized in their present form.

Prospective investors should consult their own tax advisors regarding the potential application of withholding under FATCA to an investment in our common stock.

The United States and a number of other jurisdictions have entered into intergovernmental agreements to facilitate the implementation of FATCA.

Any applicable intergovernmental agreement may alter one or more of the FATCA information reporting and withholding requirements.

Prospective investors should consult their own tax advisors regarding the potential application of withholding under FATCA to an investment in our common stock, including the applicability of any intergovernmental agreements.

Backup Withholding and Information Reporting

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Each prospective investor should consult its own tax advisor regarding the particular United States federal, state and local and non-United States tax consequences of purchasing, holding and disposing of our common stock, including the consequences of any proposed change.

Stock Performance Graph

The following graph shows the changes in value over the period beginning June 30, 2022 and ending December 31, 2024 of an assumed $100 investment in our common stock, S&P 500 Index and the S&P/TSX Global Base Metals Index, assuming the reinvestment of dividends.

6/30/2022 12/31/2022 12/31/2023 12/31/2024

Ivanhoe Electric Inc.

$100.00 $139.66 $115.86 $86.78

S&P/TSX Global Base Metals Index $100.00 $98.20 $99.27 $93.83

S&P 500 Index $100.00 $90.95 $114.85 $143.59

The stock performance graph above shall not be deemed to be “soliciting material” or to be “filed” with SEC or subject to the liabilities of Section 18 under the Exchange Act.

In addition, it shall not be deemed incorporated by reference by any statement that incorporates this Annual Report by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this information by reference.

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity