SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lewnowski Oskar

(Last)

(First)

(Middle)

C/O IVANHOE ELECTRIC INC.

606-999 CANADA PLACE

(Street)

VANCOUVER

V6C 3E1

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ivanhoe Electric Inc. [ IE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/18/2022		C		868,259⁽¹⁾	A	⁽²⁾	6,481,365	I	By Orion Mine Finance Fund III LP
Common Stock	08/18/2022		C		945,626⁽¹⁾	A	⁽³⁾⁽⁴⁾	7,426,991	I	By Orion Mine Finance Fund III LP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
I-Pulse Convertible Notes	$4.6929⁽²⁾	08/18/2022		C			$3,999,770	06/27/2022⁽²⁾	07/31/2023	Common Stock	868,259⁽¹⁾	$0	0	I	By Orion Mine Finance Fund III LP
Share Exchange Option	$10.575⁽⁴⁾	08/18/2022		C			$10,000,000	⁽³⁾	⁽³⁾	Common Stock	945,626⁽¹⁾	$0	0	I	By Orion Mine Finance Fund III LP

Explanation of Responses:

1. 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.

2. 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).

3. 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.

4. 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.

	/s/ Oskar Lewnowski	08/24/2022
	** Signature of Reporting Person	Date
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