IE Ivanhoe Electric Inc

 

As filed with the Securities and Exchange Commission on February 7, 2025

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	¨
			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 6,030,606 shares of common stock, par value $0.0001 per share (“Common Stock”) of Ivanhoe Electric Inc. (the “Company” or the “Registrant”), comprising of (i) 6,030,606 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), August 28, 2023 (Commission File No. 333-274241), and February 15, 2024 (Commission File No. 333-277101) (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:

 

(a)	The Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 26, 2024, including the Part III information incorporated by reference from our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 24, 2024;

 

 

(b)	The Registrant’s quarterly reports on Form 10-Q for the quarter ended March 31, 2024, filed on May 8, 2024, for the quarter ended June 30, 2024, filed on August 7, 2024, and for the quarter ended September 30, 2024, filed on November 8, 2024;

 

(c)

The Registrant’s current reports on Form 8-K filed on May 8, 2024, May 9, 2024, June 6, 2024, August 7, 2024, August 13, 2024, September 23, 2024, October 15, 2024, and January 13, 2025 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 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. 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 Tempe, state of Arizona, on this 7th day of February, 2025.

 

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 5, 2025
Taylor Melvin		(Principal Executive Officer)
/s/ Jordan Neeser		Chief Financial Officer		February 5, 2025
Jordan Neeser		(Principal Financial and Accounting Officer)
/s/ Robert Friedland
Robert Friedland		Executive Chairman of the Board of Directors		February 5, 2025
/s/ Russell Ball
Russell Ball		Director		February 3, 2025
/s/ Hirofumi Katase
Hirofumi Katase		Director		February 4, 2025
/s/ Patrick Loftus-Hills
Patrick Loftus-Hills		Director		February 4, 2025
/s/ Victoire de Margerie
Victoire de Margerie		Director		February 5, 2025
/s/ Priya Patil
Priya Patil		Director		February 3, 2025
/s/ Ronald Vance
Ronald Vance		Director		February 4, 2025
/s/ Sofia Bianchi
Sofia Bianchi		Director		February 4, 2025

 

 

 

Exhibit 5.1

 

February 7, 2025

 

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 6,030,606 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

 

 

 

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 reports dated February 26, 2024 relating to the financial statements of Ivanhoe Electric Inc. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2023.

 

/s/ Deloitte LLP

Chartered Professional Accountants

Vancouver, Canada

February 7, 2025

 

 

v3.25.0.1

Submission	Feb. 06, 2025
Submission [Line Items]
Central Index Key	0001879016
Registrant Name	Ivanhoe Electric Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

v3.25.0.1

Offerings - Offering: 1	Feb. 06, 2025 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, $0.0001 par value per share
Amount Registered | shares	6,030,606
Proposed Maximum Offering Price per Unit	5.88
Maximum Aggregate Offering Price	$ 35,459,963.28
Fee Rate	0.01531%
Amount of Registration Fee	$ 5,428.92
Offering Note	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. The amount registered represents 6,030,606 shares of Common Stock reserved for issuance pursuant to awards to be granted under the Registrant's 2022 Plan. The proposed maximum offering price per share is 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 3, 2025.

v3.25.0.1

Fees Summary	Feb. 06, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 35,459,963.28
Total Fee Amount	5,428.92
Total Offset Amount	0.00
Net Fee	$ 5,428.92

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