SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lewnowski Oskar

(Last)

(First)

(Middle)

C/O IVANHOE ELECTRIC INC.

606-999 CANADA PLACE

(Street)

VANCOUVER

V6C 3E1

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2022

3. Issuer Name and Ticker or Trading Symbol
Ivanhoe Electric Inc. [ IE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,938,418⁽¹⁾	I	By Orion Mine Finance Fund III LP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series 1 Convertible Notes	⁽²⁾	07/31/2023	Common Stock	⁽¹⁾⁽²⁾	⁽²⁾	I	By Orion Mine Finance Fund III LP
Series 2 Convertible Notes	⁽³⁾	07/31/2023	Common Stock	⁽¹⁾⁽³⁾	⁽³⁾	I	By Orion Mine Finance Fund III LP
I-Pulse Convertible Notes	⁽⁴⁾	07/31/2023	Common Stock	⁽¹⁾⁽⁴⁾	⁽⁴⁾	I	By Orion Mine Finance Fund III LP
Share Exchange Option	⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Common Stock	⁽¹⁾⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	I	By Orion Mine Finance Fund III LP

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

	/s/ Lewnowski Oskar	06/27/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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