UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Item 1.01 Entry into a Material Definitive Agreement. |
On September 14, 2023, Ivanhoe Electric Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BMO Capital Markets Corp. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed on Schedule I thereto (the “Underwriters”), related to a public offering (the “Offering”) of 11,851,852 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”) at a public offering price of $13.50 per share. In addition, the Company granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 1,777,777 shares of Common Stock.
The net proceeds from the Offering are expected to be approximately $153 million, or approximately $176 million if the option to purchase additional shares is exercised in full by the Underwriters, after deducting the underwriting discount and estimated offering expenses. The Company intends to use the net proceeds from this offering for a preliminary feasibility study on the Santa Cruz Project, mineral rights payments, drilling and other exploration activities and for other working capital and general corporate purposes. The Offering is expected to close on September 18, 2023, subject to customary closing conditions.
The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is being made pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-273195), filed with the Securities and Exchange Commission (the “Commission”) and declared effective on July 10, 2023, as supplemented by a final prospectus supplement dated September 14, 2023. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any of the shares of Common Stock.
The foregoing description of certain terms of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and is incorporated by reference herein. A copy of the opinion of Dorsey & Whitney LLP, relating to the legality of the shares of Common Stock, is filed as Exhibit 5.1 hereto and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement dated as of September 14, 2023 | |
| 5.1 | Opinion of Dorsey & Whitney LLP | |
| 23.1 | Consent of Dorsey & Whitney LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IVANHOE ELECTRIC INC. | ||
| Date: September 14, 2023 | By: | /s/ Taylor Melvin |
| Taylor Melvin | ||
| President and Chief Executive Officer | ||