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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2023
IVANHOE ELECTRIC INC. |
(Exact name of registrant as specified in its charter) |
Delaware |
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001-41436 |
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32-0633823 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
606 – 999 Canada Place Vancouver, BC Canada |
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[V6C 3E1] |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: [(604) 689-8765]
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
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IE |
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NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On October 23, 2023, Ivanhoe Electric Inc. (the “Company”) entered into a Common Stock Subscription Agreement (the “Subscription Agreement”) with Saudi Arabian Mining Company Ma’aden (“Ma’aden”).
As previously disclosed, pursuant to the Investor Rights Agreement (the “IRA”) dated July 6, 2023, between the Company and Ma’aden, Ma’aden was granted the right (the “top-up right”) to purchase additional shares of the Company’s common stock to maintain its 9.9% stock ownership position in the event of any issuances of common stock by the Company. In September 2023, the Company closed an underwritten public offering (the “Public Offering”) of shares of its common stock, triggering Ma’aden’s top-up right.
Pursuant to the Subscription Agreement, the Company will sell to Ma’aden 1,513,650 shares of common stock of the Company (the “Purchased Shares”) in a private placement. In exchange for the Purchased Shares, Ma’aden will pay the Company a purchase price of $13.50 per share, equaling the public offering price per share in the Public Offering, for aggregate gross proceeds of approximately $20.4 million.
The Company intends to use the proceeds to advance its United States mineral projects, as well as for working capital and general corporate purposes.
The Company and Ma’aden each made certain representations, warranties and covenants in the Subscription Agreement, subject to certain exceptions. The Company and Ma’aden have agreed to indemnify each other against certain losses resulting from breaches of their respective representations, warranties and covenants, subject to certain survival periods set forth in the Subscription Agreement.
Closing is expected to occur on October 31, 2023, subject to the satisfaction of closing conditions set forth in the Subscription Agreement.
Pursuant to the IRA, Ma’aden has certain registration rights with respect to the Purchased Shares, and the Company has agreed to use its reasonable best efforts to have a registration statement declared effective by the Securities and Exchange Commission.
The foregoing description of the Subscription Agreement and its schedules does not purport to be complete and is qualified in its entirety by reference to the text of the Subscription Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
The Subscription Agreement is filed herewith to provide investors with information regarding its terms. The Subscription Agreement is not intended to provide any other factual information about the parties to such agreement. In particular, the assertions embodied in the representations and warranties contained in the Subscription Agreement were made as of the date of the Subscription Agreement only and may be subject to certain exceptions. Moreover, certain representations and warranties in the Subscription Agreement may have been used for the purpose of allocating risk between the parties rather than establishing matters of fact. Accordingly, you should not rely on the representations and warranties in the Subscription Agreement as characterizations of the actual statements of fact about the parties.
Item 3.02 Unregistered Sales of Equity Securities
The information disclosed under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
The Purchased Shares being issued with respect to the Subscription Agreement are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S promulgated thereunder. 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. 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. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Purchased Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 7.01. Regulation FD Disclosure.
A copy of the Company’s press release dated October 23, 2023, relating to the announcement of the Subscription Agreement, is furnished as Exhibit 99.1 to this Form 8-K.
The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
10.1* |
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Common Stock Subscription Agreement between Ivanhoe Electric Inc. and Saudi Arabian Mining Company (Ma’aden) dated October 23, 2023 |
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104 |
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Cover Page Interactive Data File (embedded with the inline XBRL document) |
* Certain schedules or portions thereof are omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide on a supplemental basis a copy of any omitted schedule to the U.S. Securities and Exchange Commission or its staff upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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IVANHOE ELECTRIC INC. |
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Date: October 23, 2023 |
By: |
/s/ Taylor Melvin |
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Taylor Melvin |
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President and Chief Executive Officer |
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EXHIBIT 99.1
October 23, 2023
Ivanhoe Electric Announces Signing of Subscription Agreement by Saudi Arabian Mining Company Ma’aden to Exercise its Top-up Right
Ma’aden’s Additional Funding Increases the Total Size of the Recent Equity Offering to Approximately $204 Million
PHOENIX, ARIZONA – Ivanhoe Electric (NYSE American: IE; TSX: IE) Executive Chairman, Robert Friedland and President and Chief Executive Officer, Taylor Melvin are pleased to announce that Ma’aden, the Company’s Joint Venture partner in Saudi Arabia and a 9.9% shareholder, has formally subscribed under its top-up right, as described in the Joint Venture closing news release on July 6, 2023. By exercising its top-up right, Ma’aden maintains its 9.9% ownership in Ivanhoe Electric common stock following the Company’s follow-on equity offering in September.
Ma’aden will purchase an additional 1,513,650 common shares at $13.50 per share for total gross proceeds of $20,434,275. There are no fees or commissions payable on the Ma’aden subscription, which is expected to close on October 31, 2023, subject to customary closing conditions, including receipt of stock exchange approvals.
Ivanhoe Electric intends to use the proceeds to advance its US mineral projects, for working capital and general corporate purposes.
About Ivanhoe Electric
We are a U.S. company that combines advanced mineral exploration technologies with electric metals exploration projects predominantly located in the United States. We use our accurate and powerful Typhoon™ geophysical surveying system, together with advanced data analytics provided by our subsidiary, Computational Geosciences Inc., to accelerate and de-risk the mineral exploration process as we seek to discover new deposits of critical metals that may otherwise be undetectable by traditional exploration technologies. We believe the United States is significantly underexplored and has the potential to yield major new discoveries of critical metals. Our mineral exploration efforts focus on copper as well as other metals including nickel, vanadium, cobalt, platinum group elements, gold and silver. Through the advancement of our portfolio of electric metals exploration projects, headlined by the Santa Cruz Copper Project in Arizona and the Tintic Copper-Gold Project in Utah, as well as other exploration projects in the United States, we intend to support United States supply chain independence by finding and delivering the critical metals necessary for the electrification of the economy. We also operate a 50/50 joint venture with Saudi Arabian Mining Company Ma’aden to explore for minerals on ~48,500 km2 of underexplored Arabian Shield in the Kingdom of Saudi Arabia. Website:www.ivanhoeelectric.com.
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Contact Information
Investors: Valerie Kimball, Director, Investor Relations 720-933-1150
Follow us on Twitter
Ivanhoe Electric’s Executive Chairman Robert Friedland:@robert_ivanhoe
Ivanhoe Electric:@ivanhoeelectric
Ivanhoe Electric’s investor relations website located atwww.ivanhoeelectric.comshould be considered Ivanhoe Electric’s recognized distribution channel for purposes of the Securities and Exchange Commission’s Regulation FD.
Cautionary Language
The securities described in this news release have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons absent registration under such Act or an applicable exemption therefrom.
Certain statements in this news release constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable US and Canadian securities laws. Such statements and information involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company, its projects, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements can be identified by the use of words such as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”, “forecast”, “predict” and other similar terminology, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. These statements reflect the company’s current expectations regarding future events, performance and results and speak only as of the date of this news release.
Such statements in this news release include, without limitation: the closing and use of proceeds subscription, satisfaction of closing conditions, transactions between Ivanhoe Electric and Ma’aden; and other planned or potential developments in the businesses of Ivanhoe Electric and Ma’aden and the markets in which they operate.
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Forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. Such statements are subject to significant risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including changes in the prices of copper or other metals Ivanhoe Electric is exploring for; the results of exploration and drilling activities and/or the failure of exploration programs or studies to deliver anticipated results or results that would justify and support continued exploration, studies, development or operations; the final assessment of exploration results and information that is preliminary; the significant risk and hazards associated with any future mining operations, extensive regulation by the US government as well as local governments; changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of parties to contracts with the company to perform as agreed; and the impact of political, economic and other uncertainties associated with operating in foreign countries, and the impact of the COVID-19 pandemic and the global economy. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risk factors described in Ivanhoe Electric’s Annual Report on Form 10-K and other documents filed by Ivanhoe Electric with the U.S. Securities and Exchange Commission.
No assurance can be given that such future results will be achieved. Forward-looking statements speak only as of the date of this news release. Ivanhoe Electric cautions you not to place undue reliance on these forward-looking statements. Subject to applicable securities laws, the company does not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this news release, and Ivanhoe Electric expressly disclaims any requirement to do so.
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