Oskar Lewnowski - Jun 27, 2022 Form 3 Insider Report for Ivanhoe Electric Inc. (IE)

Role: Director
Signature: /s/ Lewnowski Oskar
Stock symbol: IE
Transactions as of: Jun 27, 2022
Transactions value $: $0
Form type: 3
Date filed: 6/27/2022, 04:45 PM
Previous filing: Nov 4, 2021
Next filing: Jul 1, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	IE	Common Stock						3.94M	Jun 27, 2022	By Orion Mine Finance Fund III LP	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	IE	Series 1 Convertible Notes							Jun 27, 2022	Common Stock			By Orion Mine Finance Fund III LP	F1, F2
holding	IE	Series 2 Convertible Notes							Jun 27, 2022	Common Stock			By Orion Mine Finance Fund III LP	F1, F3
holding	IE	I-Pulse Convertible Notes							Jun 27, 2022	Common Stock			By Orion Mine Finance Fund III LP	F1, F4
holding	IE	Share Exchange Option							Jun 27, 2022	Common Stock			By Orion Mine Finance Fund III LP	F1, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	Upon the consummation of an initial public offering that results in gross proceeds of at least $25 million (a "Qualifying IPO"), the Series 1 Convertible Notes, including any accrued but unpaid interest thereon, will automatically convert into shares of common stock 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) $9.39 per share of common stock, subject in each case to adjustment for any stock split, stock dividend, reverse stock split, or similar transactions.
F3	Upon the consummation of a Qualifying IPO, the Series 2 Convertible Notes, including any accrued but unpaid interest thereon, will automatically convert into shares of common stock at a price per share equal to the lesser of: (A) 90% of the gross price per share at which common stock is sold in this offering, if the closing date of this offering occurs on or before September 30, 2022; (B) 85% of the gross price per share at which common stock is sold in this offering, if the closing date of this offering occurs on or after October 1, 2022 but on or before December 31, 2022; or (C) 80% of the gross price per share at which common stock is sold in this offering, if the closing date of this offering occurs on or after January 1, 2023.
F4	Upon the consummation of a Qualifying IPO, the I-Pulse Convertible Notes, including any accrued but unpaid interest, may be exchanged, 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) $1.5643 per share of common stock, subject in each case to adjustment for any stock split, stock dividend, reverse stock split, or similar transactions.
F5	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.
F6	The number of shares of common stock of the Company to be so conveyed to Orion would be determined by a price per share equal to: (A) 90% of the gross price per share at which common stock of the Company is sold in the qualifying IPO, if the qualifying IPO occurs on or before September 30, 2022; (B) 85% of the gross price per share at which common stock of the Company is sold in the qualifying IPO, if the qualifying IPO occurs on or after October 1, 2022 but on or before December 31, 2022; or (C) 80% of the gross price per share at which common stock of the Company is sold in the qualifying IPO, if the qualifying IPO occurs on or after January 1, 2023.