Filing Details
- Accession Number:
- 0001140361-23-026422
- Form Type:
- 13D Filing
- Publication Date:
- 2023-05-23 20:00:00
- Filed By:
- Orion Resource Partners (usa) Lp
- Company:
- Ivanhoe Electric Inc.
- Filing Date:
- 2023-05-24
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| ORION RESOURCE PARTNERS (USA) | 6,231,374 | 0 | 6,231,374 | 0 | 6,231,374 | 6.7% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Ivanhoe Electric Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
46578C108
(CUSIP Number)
Rick Gashler
Orion Resource Partners (USA) LP
1045 Avenue of the Americas
New York, NY 10018
(212) 596-3497
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 22, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. 46578C108 | Page 2 of 5 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| ORION RESOURCE PARTNERS (USA) LP | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 6,231,374 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 6,231,374 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 6,231,374 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 6.7% (1) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| PN, IA | | | |||
| | | ||||
(1) Percentage is based on 92,979,197 shares of Common Stock outstanding as of May 15, 2023, as reported in the Issuer’s quarterly report on Form 10-Q filed on May 15, 2023.
| CUSIP NO. 46578C108 | Page 3 of 5 Pages |
| Item 1. | Security and Issuer |
Item 1 of the Schedule 13D is hereby amended and supplemented as follows:
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is being filed by the undersigned, pursuant to Rule 13d-2(a) under the Act, to amend and supplement the Schedule 13D filed with the U.S.
Securities and Exchange Commission (the “SEC”) on July 11, 2022 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 filed with the SEC on March 21, 2023 (together with this Amendment No. 2, the “Schedule 13D”), with respect
to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Ivanhoe Electric Inc. (the “Issuer”), whose principal executive offices are located at 606 - 999 Canada Place, Vancouver, BC V6C 3E1, Canada. All capitalized terms contained
herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
Item 5(a) – (c) of the Schedule 13D is hereby amended and restated as follows:
(a, b) As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 6,231,374 shares of Common Stock, representing approximately 6.7% of the total number of shares of Common
Stock outstanding.
The foregoing beneficial ownership percentage is based on 92,979,197 shares of Common Stock outstanding as of May 15, 2023, as reported in the Issuer’s quarterly report on Form 10-Q filed on May 15,
2023.
(c) Except for the transactions listed in Exhibit D to this Amendment No. 2, each of which was a brokerage transaction effected in the open market, there have been no transactions in the shares of Common Stock by the
Reporting Person during the past sixty days.
| Item 7. | Material to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
| Exhibit D | Schedule of Transactions, in response to Item 5(c) |
| CUSIP NO. 46578C108 | Page 4 of 5 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| ORION RESOURCE PARTNERS (USA) LP | |
| /s/ Rick Gashler | |
| Name: Rick Gashler | |
| Title: Chief Compliance Officer | |
| May 24, 2023 |
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).
| CUSIP NO. 46578C108 | Page 5 of 5 Pages |
Exhibit D
SCHEDULE OF TRANSACTIONS
The following table sets forth all transactions in the Common Stock effected by the Reporting Person during the sixty days prior to the filing of this Amendment No. 2.
| Date of Transaction | Transaction | Amount of Securities | Price | ||||||
| 05/08/2023 | Sell | 18,400 | $ | 12.1372 | |||||
| 05/09/2023 | Sell | 2,100 | $ | 12.0662 | |||||
| 05/12/2023 | Sell | 87,500 | $ | 12.6700 | |||||
| 05/15/2023 | Sell | 100,000 | $ | 13.9631 | |||||
| 05/16/2023 | Sell | 100,000 | $ | 13.8586 | |||||
| 05/17/2023 | Sell | 92,000 | $ | 13.3925 | |||||
| 05/18/2023 | Sell | 47,973 | $ | 13.6325 | |||||
| 05/19/2023 | Sell | 22,500 | $ | 13.4035 | |||||
| 05/22/2023 | Sell | 729,527 | $ | 13.0168 | |||||