Ivanhoe Electric Inc. — Director's Dealing 2022

Aug 25, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ivanhoe Electric Inc. (IE)
CIK: 0001879016
Period of Report: 2022-08-18

Reporting Person: Lewnowski Oskar (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-18	Common Stock	C	868259	—	Acquired	6481365	Indirect
2022-08-18	Common Stock	C	945626	—	Acquired	7426991	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-18	I-Pulse Convertible Notes	$4.6929	C		Disposed	2023-07-31	Common Stock (868259)	Indirect
2022-08-18	Share Exchange Option	$10.575	C		Disposed		Common Stock (945626)	Indirect

Footnotes

F1: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F2: Upon the consummation of an initial public offering ("IPO") that resulted in gross proceeds of at least $25 million (a "Qualifying IPO"), which was consummated by the Issuer on June 27, 2022, the I-Pulse Convertible Notes, including any accrued but unpaid interest, became exchangeable, in whole or in part, at the option of the holder, into shares of common stock currently held by I-Pulse at a price per share equal to the lesser of (A) 80% of the gross price per share at which common stock is sold in the Qualifying IPO, and (B) $4.6929 per share of common stock (as adjusted for the reverse stock split).

F3: On March 30, 2022, Orion Mine Finance Fund III LP ("Orion") entered into a share exchange option agreement with I-Pulse, Inc. ("I-Pulse"). Following any Qualifying IPO, but prior to the 30th day after a shelf registration statement has become effective under the Securities Act of 1933, Orion is entitled to deliver to I-Pulse up to $10 million of shares of common stock of High Power Exploration Inc., a subsidiary of I-Pulse, and receive in exchange shares of common stock of Ivanhoe Electric Inc. (the "Company") currently held by I-Pulse.

F4: The conversion price is equal to 90% of the IPO price of the common stock of the Company, since a Qualifying IPO occurred on or before September 30, 2022.