Robert M. Friedland - Jun 27, 2022 Form 3 Insider Report for Ivanhoe Electric Inc. (IE)

Role: Chief Executive Officer, Director
Signature: /s/ FRIEDLAND ROBERT M
Stock symbol: IE
Transactions as of: Jun 27, 2022
Transactions value $: $0
Form type: 3
Date filed: 6/27/2022, 04:47 PM
Previous filing: Apr 20, 2022
Next filing: Jul 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	IE	Common Stock						7.69M	Jun 27, 2022	Direct
holding	IE	Common Stock						13.5M	Jun 27, 2022	By I-Pulse Inc.	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	Stock Option (right to buy)							Jun 27, 2022	Common Stock	917K	$2.49	Direct	F2
holding	IE	Series 1 Convertible Notes							Jun 27, 2022	Common Stock			Direct	F3
holding	IE	I-Pulse Convertible Notes							Jun 27, 2022	Common Stock			Direct	F4
holding	IE	I-Pulse Convertible Promissory Note							Jun 27, 2022	Common Stock			Direct	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	The option becomes exercisable in four equal annual installments beginning on the option's grant date. The option was granted on June 30, 2021.
F3	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.
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, I-Pulse Inc. ("I-Pulse") issued to the reporting person a promissory note evidencing I-Pulse's obligation to repay a principal amount of $10 million with interest at a rate equal to 2% per annum, maturing on December 31, 2023. Under this promissory note, if a qualifying IPO by Ivanhoe Electric Inc. (the "Company") occurs before the note maturity date, the reporting person has the right to elect to receive, as payment in kind for the principal and interest then outstanding under such note, shares of common stock of the Company currently owned by I-Pulse.
F6	The number of shares of common stock will be calculated at 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. Upon the maturity of such promissory note, if the outstanding balance of principal and interest was not previously paid in kind, I-Pulse may elect to repay such amount either in cash or in kind by delivering shares of common stock of the Company in accordance with the price per share described in the preceding sentence.