As filed with the Securities and Exchange Commission
on February 15, 2024
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) |
| |
|
450 E. Rio Salado Parkway, Suite 130
Tempe, AZ |
|
85281 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Ivanhoe Electric Inc.
2022 Long Term Incentive Plan
(Full Title of the
Plan)
Taylor Melvin
Chief Executive Officer and President
Ivanhoe Electric Inc.
450 E. Rio Salado Parkway, Suite 130
Tempe, AZ 85281
(480) 656-5821
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.
450 E. Rio Salado Parkway, Suite 130
Tempe, AZ 85281
(480) 656-5821 |
|
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 |
x |
Accelerated filer |
¨ |
| Non-accelerated filer |
¨ |
Smaller reporting company |
x |
| |
|
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. ¨
EXPLANATORY NOTE
This registration statement
(“Registration Statement”) is being filed for the registration of an aggregate of 6,001,263 shares of common stock, par value
$0.0001 per share (“Common Stock”) of Ivanhoe Electric Inc. (the “Company” or the “Registrant”), comprising
of (i) 6,001,263 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 (ii) 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 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 2022 Plan on July 20, 2022 (Commission
File No. 333-266227), February 1, 2023 (Commission
File No. 333-269490) and August 28, 2023 (Commission
File No. 333-274241) (collectively, the “Prior Registration Statements”). This Registration Statement relates to
securities of the same class as that to which the Prior Registration Statements relate 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 Prior 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:
| (b) |
The
Registrant’s quarterly reports on Form 10-Q for the quarter ended March 31, 2023, filed on May 15,
2023, for the quarter ended June 30, 2023,
filed on August 14, 2023 and for the quarter ended September 30, 2023, filed on November 8,
2023; |
| (c) |
The Registrant’s current reports on Form 8-K and any amendments on Form 8-K/A 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, July 6, 2023, September 6, 2023, September 14, 2023, September 19, 2023, October 23, 2023, and October 24,
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”); |
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 8. Exhibits.
The following exhibits are filed as part of this
Registration Statement:
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 Tempe, state of Arizona, on this 14th day of February, 2024.
| 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 |
|
February
14, 2024 |
| Taylor Melvin |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Jordan Neeser |
|
Chief Financial Officer |
|
February 10, 2024 |
| Jordan Neeser |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Robert Friedland |
|
|
|
|
| Robert Friedland |
|
Executive Chairman of the Board of Directors |
|
February 9, 2024 |
| |
|
|
|
|
| /s/ Russell Ball |
|
|
|
|
| Russell Ball |
|
Director |
|
February 10, 2024 |
| |
|
|
|
|
| /s/ Hirofumi Katase |
|
|
|
|
| Hirofumi Katase |
|
Director |
|
February 10, 2024 |
| |
|
|
|
|
| /s/ Patrick Loftus-Hills |
|
|
|
|
| Patrick Loftus-Hills |
|
Director |
|
February 10, 2024 |
| |
|
|
|
|
| /s/ Victoire de Margerie |
|
|
|
|
| Victoire de Margerie |
|
Director |
|
February 10, 2024 |
| |
|
|
|
|
| /s/ Priya Patil |
|
|
|
|
| Priya Patil |
|
Director |
|
February 12, 2024 |
| |
|
|
|
|
| /s/ Ronald Vance |
|
|
|
|
| Ronald Vance |
|
Director |
|
February 10, 2024 |
| |
|
|
|
|
| /s/ Sofia Bianchi |
|
|
|
|
| Sofia Bianchi |
|
Director |
|
February 10, 2024 |
Exhibit 5.1
February 15, 2024
Ivanhoe Electric Inc.
450 E. Rio Salado Parkway, Suite 130
Tempe, AZ 85281
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 6,001,263 shares (the
“Shares”) of common stock, par value $0.0001 per share (“Common Stock”) of the Company for issuance pursuant to
awards granted and to be granted under the Ivanhoe Electric Inc. 2022 Long Term Incentive Plan (the “Plan”) and, pursuant
to Rule 416(a) under the Securities Act, any additional shares of Common Stock that become issuable under the Plan 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 Plan, 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 |
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., appearing in the Annual Report on Form 10-K of Ivanhoe Electric Inc. for the year ended
December 31, 2022.
/s/ Deloitte LLP
Chartered Professional Accountants
Vancouver, Canada
February 15, 2024
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(c) and Rule 457(h) | |
| 6,001,263 | (2) | |
$ | 8.36 | (3) | |
$ | 50,170,559 | | |
$ | 0.00014760 | | |
$ | 7,406 | |
| Total Offering Amounts | |
| |
| |
| | | |
| | | |
$ | 50,170,559 | | |
| | | |
| 7,406 | |
| Total Fee Offsets | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| - | |
| Net Fee Due | |
| |
| |
| | | |
| | | |
| | | |
| | | |
$ | 7,406 | |
| (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. 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 6,001,263 shares of Common Stock reserved for issuance pursuant to awards to be granted under the Registrant’s 2022 Plan. |
| (3) |
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 February 9, 2024. |
Ivanhoe Electric (AMEX:IE)
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Ivanhoe Electric (AMEX:IE)
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