Ivanhoe Electric Inc. — Director's Dealing 2022

Jun 27, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Ivanhoe Electric Inc. (IE)
CIK: 0001879016
Period of Report: 2022-06-27

Reporting Person: Lewnowski Oskar (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3938418	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series 1 Convertible Notes	$	2023-07-31	Common Stock ()		Indirect
Series 2 Convertible Notes	$	2023-07-31	Common Stock ()		Indirect
I-Pulse Convertible Notes	$	2023-07-31	Common Stock ()		Indirect
Share Exchange Option	$		Common Stock ()		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 that results in gross proceeds of at least $25 million (a "Qualifying IPO"), the Series 1 Convertible Notes, including any accrued but unpaid interest thereon, will automatically convert into shares of common stock 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) $9.39 per share of common stock, subject in each case to adjustment for any stock split, stock dividend, reverse stock split, or similar transactions.

F3: Upon the consummation of a Qualifying IPO, the Series 2 Convertible Notes, including any accrued but unpaid interest thereon, will automatically convert into shares of common stock at a price per share equal to the lesser of: (A) 90% of the gross price per share at which common stock is sold in this offering, if the closing date of this offering occurs on or before September 30, 2022; (B) 85% of the gross price per share at which common stock is sold in this offering, if the closing date of this offering occurs on or after October 1, 2022 but on or before December 31, 2022; or (C) 80% of the gross price per share at which common stock is sold in this offering, if the closing date of this offering occurs on or after January 1, 2023.

F4: Upon the consummation of a Qualifying IPO, the I-Pulse Convertible Notes, including any accrued but unpaid interest, may be exchanged, 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) $1.5643 per share of common stock, subject in each case to adjustment for any stock split, stock dividend, reverse stock split, or similar transactions.

F5: 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.

F6: The number of shares of common stock of the Company to be so conveyed to Orion would be determined by a price per share equal to: (A) 90% of the gross price per share at which common stock of the Company is sold in the qualifying IPO, if the qualifying IPO occurs on or before September 30, 2022; (B) 85% of the gross price per share at which common stock of the Company is sold in the qualifying IPO, if the qualifying IPO occurs on or after October 1, 2022 but on or before December 31, 2022; or (C) 80% of the gross price per share at which common stock of the Company is sold in the qualifying IPO, if the qualifying IPO occurs on or after January 1, 2023.