S-1/A 1 tm224101-15_s1a.htm S-1/A tm224101-15_s1a - block - 3.0000253s
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As filed with the Securities and Exchange Commission on June 21, 2022.
Registration No. 333-265175​
​
​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
​
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
​
IVANHOE ELECTRIC INC.
(Exact Name of Registrant as Specified in Its Charter)
​
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
​ ​
1000
(Primary Standard Industrial
Classification Code Number)
​ ​
32-0633823
(I.R.S. Employer
Identification Number)
​
606 – 999 Canada Place
Vancouver, BC V6C 3E1
Canada
(604) 689-8765​
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
​
Robert Friedland
Chief Executive Officer
Ivanhoe Electric Inc.
606 – 999 Canada Place
Vancouver, BC V6C 3E1
Canada
(604) 689-8765​
Corporation Service Company
251 Little Falls Drive
Wilmington, Delaware 19808
(302) 636-5401​
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
​
Copies to:​
​
Danielle Carbone
James A. Mercadante
Reed Smith LLP
599 Lexington Avenue
New York, NY
10022
(212) 541-5400
​ ​
Quentin Markin
Stikeman Elliott LLP
666 Burrard Street, Suite
1700 Vancouver,
British Columbia
V6C 2X8
Canada
(604) 631-1300
​ ​
Christopher J. Cummings
Paul, Weiss, Rifkind,
Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY
10019-6064
(212) 373-3000
​ ​
James Clare
Christopher Doucet
Bennett Jones LLP
3400 One First Canadian Place,
P.O. Box 130, Toronto,
ON, M5X 1A4
Canada
(416) 863-1200
​
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
​ Large and accelerated filer ​ ​ ☐ ​ ​ Accelerated filer ​ ​ ☐ ​ ​ Non-accelerated filer ​ ​ ☒ ​ ​ Smaller reporting company ​ ​ ☒ ​ ​ 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 7(a)(2)(B) of the Securities Act. ☐
​
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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EXPLANATORY NOTE
Ivanhoe Electric Inc. is filing this Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-265175) (the “Registration Statement”) as an exhibits-only filing to re-file Exhibit 23.1 previously filed with Amendment No. 1 to the Registration Statement to correct a typographical error in the originally filed Exhibit 23.1 and to file certain other exhibits. Accordingly, this Amendment No. 1 consists only of the facing page, this Explanatory Note, Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13.   Other Expenses of Issuance and Distribution.
​ ​ ​
Amount to be Paid
​
SEC registration fee
​ ​ ​ $ 19,173 ​ ​
FINRA filing fee
​ ​ ​ ​ 31,525 ​ ​
NYSE American listing fee
​ ​ ​ ​ 75,000 ​ ​
TSX listing fee
​ ​ ​ ​ 150,000 ​ ​
Transfer agent fees
​ ​ ​ ​ 6,000 ​ ​
Printing and engraving expenses
​ ​ ​ ​ 450,000 ​ ​
Legal fees and expenses
​ ​ ​ ​ 2,000,000 ​ ​
Accounting fees and expenses
​ ​ ​ ​ 1,490,000 ​ ​
Miscellaneous
​ ​ ​ ​ 78,302 ​ ​
Total
​ ​ ​ $ 4,300,000 ​ ​
Each of the amounts set forth above, other than the SEC registration fee, the stock exchange listing fees, and the FINRA filing fee, is an estimate.
Item 14.   Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to such corporation. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Registrant’s Amended and Restated Certificate of Incorporation will provide for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the DGCL. The Registrant intends to enter into indemnification agreements with each of its directors and executive officers to provide these directors and officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s Amended and Restated Certificate of Incorporation and to provide additional procedural protections. These agreements, among other things, will require the Registrant to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification for expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of the Registrant, arising out of the person’s services as a director or executive officer.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant’s Amended and Restated Certificate of Incorporation will provide for such limitation of liability.
The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.
The proposed form of underwriting agreement (to be filed as Exhibit 1.1 to this Registration Statement) will provide for indemnification of directors and officers of the Registrant by the underwriters against certain liabilities.
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Item 15.   Recent Sales of Unregistered Securities.
During the past three years, we have issued and sold the securities described below without registering the securities under the Securities Act.
1.   On April 5, 2022, we issued and sold $86,200,000 aggregate principal amount of unsecured convertible promissory notes due 2023 to institutional investors.
2.   On November 17, 2021, we issued and sold 110,666 shares of our common stock and $1,377,800 aggregate principal amount of unsecured convertible promissory notes due 2023 to institutional investors and other persons for an aggregate of $1,653,360.
3.   On September 2, 2021, we issued and sold 156,000 shares of our common stock and $1,942,200 aggregate principal amount of unsecured convertible promissory notes due 2023 to institutional investors and other persons for an aggregate of $2,330,640.
4.   On August 31, 2021, we issued and sold 165,500 shares of our common stock and $2,060,475 aggregate principal amount of unsecured convertible promissory notes due 2023 to institutional investors and other persons for an aggregate of $2,472,570.
5.   On August 3, 2021, we issued and sold 3,583,824 shares of our common stock and $44,618,725 aggregate principal amount of unsecured convertible promissory notes due 2023 to institutional investors, certain directors, officers and employees, and other persons for an aggregate of $53,542,470.
6.   On June 30, 2021, we granted options to purchase an aggregate of 4,483,322 shares of common stock at an exercise price of $2.49 per share to certain directors, officers and employees.
7.   On April 30, 2021, we issued and sold 50,448,161 shares of our common stock in exchange for the contribution of certain assets of HPX to the Company in connection with the spin-off.
8.   On April 23, 2021, we issued and sold 5,467,703 shares of our common stock to HPX for aggregate consideration of $14,000,000.
9.   On April 21, 2021, we issued and sold 660,199 shares of our common stock to HPX in consideration of the cancellation of indebtedness in the amount of $1,690,433 owed to HPX.
10.   On July 28, 2020, we issued and sold 3,333,333 shares to HPX for $1,707,730 in exchange for a 1.25% royalty on Alacran.
The offers, sales and issuances of the securities described in the preceding table were exempt from registration either (i) under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder in that the transactions were between an issuer and sophisticated investors or members of its senior executive management and did not involve any public offering within the meaning of Section 4(a)(2), (ii) under Regulation S promulgated under the Securities Act in that offers, sales and issuances were not made to persons in the United States and no directed selling efforts were made in the United States, (iii) under Rule 144A under the Securities Act in that the shares were offered and sold by the initial purchasers to qualified institutional buyers or (iv) under Rule 701 promulgated under the Securities Act in that the transactions were under compensatory benefit plans and contracts relating to compensation.
Item 16.   Exhibits and Financial Statement Schedules.
(a)   The list of exhibits set forth under “Exhibit Index” at the end of this Registration Statement is incorporated by reference.
(b)   No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or the notes thereto.
Item 17.   Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referenced in Item 14 of this
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Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(a)   To provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
(b)   For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.
(c)   For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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EXHIBIT INDEX
​
Exhibit
Number
​ ​
Description
​
​ 1.1 ​ ​ ​
​ 2.1* ​ ​ ​
​ 3.1* ​ ​ ​
​ 3.2* ​ ​ ​
​ 3.3 ​ ​ ​
​ 3.4* ​ ​ ​
​ 3.5 ​ ​ ​
​ 3.6 ​ ​ ​
​ 4.1* ​ ​ ​
​ 4.2* ​ ​ ​
​ 4.3* ​ ​ ​
​ 4.4* ​ ​ ​
​ 4.5* ​ ​ ​
​ 4.6* ​ ​ ​
​ 4.7* ​ ​ ​
​ 4.8* ​ ​ ​
​ 5.1* ​ ​ ​
​ 10.1* ​ ​ ​
​ 10.2* ​ ​ ​
​ 10.3* ​ ​ ​
​ 10.4* ​ ​ ​
​ 10.5* ​ ​ ​
​ 10.6* ​ ​ ​
​ 10.7* ​ ​ ​
​ 10.8* ​ ​ ​
II-4
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​
Exhibit
Number
​ ​
Description
​
​ 10.9* ​ ​ ​
​ 10.10# ​ ​ ​
​ 10.11# ​ ​ ​
​ 10.12# ​ ​ ​
​ 10.13# ​ ​ ​
​ 10.14# ​ ​ ​
​ 10.15* ​ ​ ​
​ 10.16 ​ ​ ​
​ 10.17* ​ ​ ​
​ 10.18* ​ ​ ​
​ 10.19 ​ ​ ​
​ 21.1* ​ ​ ​
​ 23.1 ​ ​ ​
​ 23.2* ​ ​ ​
​ 23.3* ​ ​ ​
​ 23.4* ​ ​ ​
​ 23.5* ​ ​ ​
​ 23.6* ​ ​ ​
​ 23.7* ​ ​ ​
​ 23.8* ​ ​ ​
​ 23.9* ​ ​ ​
​ 23.10* ​ ​ ​
​ 23.11* ​ ​ ​
​ 23.12* ​ ​ ​
​ 23.13* ​ ​ ​
​ 23.14* ​ ​ ​
​ 23.15* ​ ​ ​
​ 23.16* ​ ​ ​
​ 23.17* ​ ​ ​
​ 23.18* ​ ​ ​
​ 23.19* ​ ​ ​
​ 23.20* ​ ​ ​
​ 23.21* ​ ​ ​
​ 23.22* ​ ​ ​
​ 23.23* ​ ​ ​
​ 24.1* ​ ​ ​
​ 96.1* ​ ​ ​
II-5
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​
Exhibit
Number
​ ​
Description
​
​ 96.2* ​ ​ ​
​ 99.1* ​ ​ ​
​ 99.2* ​ ​ ​
​ 99.3* ​ ​ ​
​ 99.4* ​ ​ ​
​ 107 ​ ​ ​
​
*
Previously filed.
​
#
Portions of this exhibit have been omitted because they are both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
​
II-6
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Vancouver, British Columbia, Canada, on June 21, 2022.
IVANHOE ELECTRIC INC.
By:
/s/ Robert Friedland
​
​
Name: Robert Friedland
Title:  Chief Executive Officer
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POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
​
Signature
​ ​
Title
​ ​
Date
​
​
/s/ Robert Friedland
​
Robert Friedland
​ ​ Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) ​ ​
June 21, 2022
​
​
/s/ Catherine Barone
​
Catherine Barone
​ ​ Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) ​ ​
June 21, 2022
​
​
*
​
Francis Fannon
​ ​ Director ​ ​
June 21, 2022
​
​
*
​
Laurent Jean-Louis Frescaline
​ ​ Director ​ ​
June 21, 2022
​
​
*
​
Hirofumi Katase
​ ​ Director ​ ​
June 21, 2022
​
​
*
​
Kenneth Lau
​ ​ Director ​ ​
June 21, 2022
​
​
*
​
Patrick On Yip Tsang
​ ​ Director ​ ​
June 21, 2022
​
​
*
​
Ian Plimer
​ ​ Director ​ ​
June 21, 2022
​
​
*By:
/s/ Robert Friedland
​
​
Robert Friedland
Attorney-in-Fact
​ ​ ​
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