IE Ivanhoe Electric Inc

 

As filed with the Securities and Exchange Commission on August 28, 2023

 

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

IVANHOE ELECTRIC INC.

(Exact name of Registrant as specified in its charter)

 

Delaware		32-0633823
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
606 - 999 Canada Place Vancouver, BC, Canada		V6C 3E1
(Address of Principal Executive Offices)		(Zip Code)

 

Ivanhoe Electric Inc. Equity Incentive Plan

Ivanhoe Electric Inc. 2022 Long Term Incentive Plan

(Full Title of the Plan)

 

Taylor Melvin
Chief Executive Officer and President
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:

 

Cassandra Joseph General Counsel and Corporate Secretary Ivanhoe Electric Inc. 606 - 999 Canada Place Vancouver, BC V6C 3E1 (604) 689-8765

Christopher Doerksen Dorsey & Whitney LLP 701 5th Avenue, Suite 6100 Seattle, WA 98104-7043 (206) 903-8856

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x		Smaller reporting company		x
				Emerging growth company		x

 

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. ¨

 

 

 

EXPLANATORY NOTE

 

This registration statement (“Registration Statement”) is being filed for the registration of an aggregate of 4,383,321 shares of common stock, par value $0.0001 per share (“Common Stock”) of Ivanhoe Electric Inc. (the “Company” or the “Registrant”), comprising of (i) 2,646,537 shares of Common Stock for issuance pursuant to awards granted under the Ivanhoe Electric Inc. Equity Incentive Plan (as amended, the “Prior Plan”); (ii) 1,736,784 shares of Common Stock for issuance pursuant to awards granted and to be granted under the Ivanhoe Electric Inc. 2022 Long Term Incentive Plan (the “2022 Plan”); and (iii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of Common Stock that become issuable under the Prior Plan or the 2022 Plan by reason of any stock dividend, stock split, or other similar transaction. The Registrant previously registered shares of Common Stock for issuance under the Prior Plan and the 2022 Plan on July 20, 2022 (Commission File No. 333-266227) (the “2022 Registration Statement”) and under the 2022 Plan on February 1, 2023 (Commission File No. 333-269490. This Registration Statement relates to securities of the same class as that to which the 2022 Registration Statement relates and is filed in accordance with General Instruction E to Form S-8. Accordingly, pursuant to General Instruction E, the Company hereby incorporates by reference herein the contents of the 2022 Registration Statements and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this Registration Statement.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

In this registration statement, Ivanhoe Electric Inc. is sometimes referred to as “Registrant,” “we,” “us,” or “our.”

 

Item 3. Incorporation of Documents by Reference.

 

The following documents of the Registrant filed with the Securities and Exchange Commission (the “SEC”) are incorporated herein by reference:

 

(a)	The Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2022, filed on March 14, 2023;

 

(b)	The Registrant’s quarterly reports on Form 10-Q for the quarter ended March 31, 2023, filed on May 15, 2023, and for the quarter ended June 30, 2023, filed on August 14, 2023;

 

 

(c)

The Registrant’s current reports on Form 8-K filed on January 11, 2023, February 14, 2023, March 17, 2023, May 11, 2023, May 11, 2023, May 15, 2023, May 24, 2023, June 8, 2023 and July 6, 2023 in each case, to the extent filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”);

 

(d)	The description of the Registrant’s Common Stock which is contained in a registration statement on Form 8-A filed on June 27, 2022 (File No. 001-41436) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

 

All documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with SEC rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

 

Item 6. 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 has entered into indemnification agreements with each of its directors to provide these directors 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, require the Registrant to indemnify each director 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 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.

 

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.

 

Item 8. Exhibits.

 

The following exhibits are filed as part of this Registration Statement:

 

 

Exhibit Number		Exhibit Description
4.1		Amended and Restated Certificate of Incorporation, as currently in effect (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41436), filed with the SEC on June 30, 2022).
4.2		Amended and Restated Bylaws, as currently in effect (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41436), filed with the SEC on June 30, 2022).
5.1		Opinion of Dorsey & Whitney LLP (filed herewith).
23.1		Consent of Deloitte LLP, Independent Registered Public Accounting Firm (filed herewith).
23.2		Consent of Dorsey & Whitney LLP (reference is made to Exhibit 5.1).
24.1		Power of Attorney (reference is made to the signature page hereto).
99.1		Ivanhoe Electric Inc. Equity Incentive Plan (incorporated herein by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256175), filed with the SEC on May 24, 2022).
99.2		Ivanhoe Electric Inc. 2022 Long Term Incentive Plan (incorporated herein by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-266227), filed with the SEC on July 20, 2022).
107		Filing Fee Table (filed herewith).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Phoenix, state of Arizona, on this 28th day of August, 2023.

 

	Ivanhoe Electric Inc.
	By:	/s/ Taylor Melvin
		Taylor Melvin
		President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Taylor Melvin, Jordan Neeser, and Cassandra Joseph and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 

 

Signature		Title		Date
/s/ Taylor Melvin		President, Chief Executive Officer and Director		August 23, 2023
Taylor Melvin		(Principal Executive Officer)
/s/ Jordan Neeser		Chief Financial Officer		August 24, 2023
Jordan Neeser		(Principal Financial and Accounting Officer)
/s/ Robert Friedland
Robert Friedland		Executive Chairman of the Board of Directors		August 25, 2023
/s/ Russell Ball
Russell Ball		Director		August 23, 2023
/s/ Hirofumi Katase
Hirofumi Katase		Director		August 24, 2023
/s/ Patrick Loftus-Hills
Patrick Loftus-Hills		Director		August 23, 2023
/s/ Victoire de Margerie
Victoire de Margerie		Director		August 25, 2023
/s/ Priya Patil
Priya Patil		Director		August 24, 2023
/s/ Ronald Vance
Ronald Vance		Director		August 23, 2023
/s/ Sofia Bianchi
Sofia Bianchi		Director		August 23, 2023

 

 

Exhibit 5.1

 

August 28, 2023

 

Ivanhoe Electric Inc.

606-999 Canada Place

Vancouver, BC V6C 3E1

 

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to Ivanhoe Electric Inc., a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to up to an aggregate of 4,383,321 shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”) of the Company, comprising (i) 2,646,537 shares of Common Stock for issuance pursuant to awards granted under the Ivanhoe Electric Inc. Equity Incentive Plan (as amended, the “Prior Plan”); (ii) 1,736,784 shares of Common Stock for issuance pursuant to awards granted and to be granted under the Ivanhoe Electric Inc. 2022 Long Term Incentive Plan (the “2022 Plan”, together with the Prior Plan, the “Plans”); and (iii) pursuant to Rule 416(a) under the Securities Act, any additional shares of Common Stock that become issuable under the Plans by reason of any stock dividend, stock split, or other similar transaction.

 

We have examined such documents and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon certificates or comparable documents of officers and other representatives of the Company and of public officials.

 

Based on the foregoing, we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the Plans, will be validly issued, fully paid and non-assessable.

 

Our opinions expressed above are limited to the Delaware General Corporation Law.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

 /s/ Dorsey & Whitney, LLP

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 14, 2023 relating to the financial statements of Ivanhoe Electric Inc. (the “Company”), appearing in the Annual Report on Form 10-K for the year ended December 31, 2022.

 

/s/ Deloitte LLP

Chartered Professional Accountants

Vancouver, Canada

August 28, 2023

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Ivanhoe Electric Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class  Title		Fee Calculation Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Share				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Common Stock, $0.0001 par value per share		Rule 457(h)			2,646,537	(2)		$	2.49	(3)		$	6,589,878			$	0.0001102			$	727
Equity		Common Stock, $0.0001 par value per share		Rule 457(c) and Rule 457(h)			1,736,784	(4)		$	14.45	(5)		$	25,096,529			$	0.0001102			$	2,766
Total Offering Amounts														$	31,686,407								3,493
Total Fee Offsets																							-
Net Fee Due																						$	3,493

 

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”), that become issuable under the Ivanhoe Electric Inc. Equity Incentive Plan (the “Prior Plan”) and the Ivanhoe Electric Inc. 2022 Long Term Incentive Plan (the “2022 Plan”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.
(2)	Represents shares of Common Stock reserved for issuance upon the exercise of outstanding options granted under the Registrant’s Prior Plan. No further option grants will be made under the Prior Plan and any shares that (i) expire or terminate for any reason prior to exercise or settlement, (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or are otherwise returned to the Registrant, or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award will become available for issuance pursuant to awards granted under the Registrant’s 2022 Plan. See footnote 4 below.
(3)	Estimated pursuant to Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of the weighted average exercise price of the outstanding options granted under the Registrant’s Prior Plan.
(4)	Represents 1,736,784 shares of Common Stock reserved for issuance pursuant to awards to be granted under the Registrant’s 2022 Plan. Pursuant to the terms of the 2022 Plan, any shares subject to outstanding stock options or other stock awards under the Prior Plan that (i) expire or terminate for any reason prior to exercise or settlement, (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or are otherwise returned to the Registrant, or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award will become available for issuance pursuant to awards granted under the 2022 Plan. See footnote 2 above.

 

(5)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated based on the average of the high and low prices of the Registrant’s common stock as reported on NYSE American LLC on August 23, 2023.

 

 

 

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