8-K
Ivanhoe Electric Inc. (IE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2023
| IVANHOE ELECTRIC INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-41436 | 32-0633823 |
| --- | --- | --- |
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 606 – 999 Canada Place<br><br>Vancouver, BC Canada | V6C 3E1 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (604) 689-8765
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which<br><br>registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | IE | NYSE American and Toronto Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 17, 2023, Ivanhoe Electric, Inc. (the “Company”) announced that Patrick Loftus-Hills will join the Company as a member of the Company’s board of directors (the “Board”) and will serve on the Compensation and Nominating Committee of the Company. Mr. Loftus-Hills is replacing Oskar Lewnowski, who is stepping down from the Board to focus on his responsibilities as Founder and Group CEO of Orion Resource Partners.
The appointment of Mr. Loftus-Hills and the resignation of Mr. Lewnowski are effective March 17, 2023.
Mr. Loftus-Hills brings over 35 years of experience in the global mining industry and is currently a Senior Advisor at Moelis & Company, a New York-based investment bank. He is also a former Partner and Managing Director at Moelis & Company. Mr. Loftus-Hills was previously the Joint Head of the Asian Industrials Group and Head of Natural Resources at UBS in Hong Kong, and held leadership roles in the UBS global mining team in New York and Australia. He spent over 25 years in investment banking, advising global mining companies on a range of transactions including cross-border M&A and capital raisings. Mr. Loftus-Hills holds Law and Science degrees from Monash University in Australia. He is also a Managing Member of Sweetwater Royalties LLC, an Orion Resource Partners portfolio company, Chairman of the Monash University US Leadership Council, Co-Chairman of the US Friends of the Australian Chamber Orchestra and Vice Chairman of the AUS USA Foundation. Mr. Loftus-Hills is 56 years old.
There is no arrangement or understanding between Mr. Loftus-Hills and any other person pursuant to which Mr. Loftus-Hills was selected as a director. There are no family relationships between Mr. Loftus-Hills and any of our directors or executive officers. Mr. Loftus-Hills has no interest in any transaction since the beginning of the Company’s last fiscal year, or any currently proposed transaction, that requires disclosure pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
A copy of the Company’s press release dated March 17, 2023, relating to the announcement described in Item 5.02, is furnished as Exhibit 99.1 to this Form 8-K.
The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated March 17, 2023 |
| 104 | Cover Page Interactive Data File (embedded with the inline XBRL document) |
| 2 | |
| --- |
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: March 17, 2023 | By: | /s/ Taylor Melvin |
| Taylor Melvin | ||
| President and Chief Executive Officer | ||
| 3 | ||
| --- |
ie_ex991.htm EXHIBIT 99.1
March 17, 2023
Ivanhoe Electric Announces Changes to its Board of Directors
Experienced Mining and Finance Executive Patrick Loftus-Hills to Join as Director
PHOENIX, ARIZONA – Ivanhoe Electric (NYSE American: IE; TSX: IE) Executive Chairman, Robert Friedland and President and Chief Executive Officer, Taylor Melvin are pleased to announce that Patrick Loftus-Hills is joining the Company’s Board of Directors and will serve on the Compensation and Nominating Committee. Mr. Loftus-Hills is replacing Oskar Lewnowski, who is stepping down from the Ivanhoe Electric Board to focus on his responsibilities as Founder and Group CEO of Orion Resource Partners.
| Mr. Loftus-Hills brings over 35 years of experience in the global mining industry and is currently a Senior Advisor at Moelis & Company, a New York-based investment bank. He is also a former Partner and Managing Director at Moelis & Company. Mr. Loftus-Hills was previously the Joint Head of the Asian Industrials Group and Head of Natural Resources at UBS in Hong Kong, and held leadership roles in the UBS global mining team in New York and Australia. He spent over 25 years in investment banking, advising global mining companies on a range of transactions including cross-border M&A and capital raisings.<br> <br><br> <br>Mr. Loftus-Hills holds Law and Science degrees from Monash University in Australia. He is also a Managing Member of Sweetwater Royalties LLC, an Orion Resource Partners portfolio company, Chairman of the Monash University US Leadership Council, Co-Chairman of the US Friends of the Australian Chamber Orchestra and Vice Chairman of the AUS USA Foundation.<br> <br> |
|---|
Mr. Friedland commented: “We are fortunate to have Patrick join the Ivanhoe Electric Board of Directors. His extensive experience in the global mining and investment banking industries will be of great value to our Board and Company. Also, I want to thank Oskar for his dedicated service to Ivanhoe Electric’s Board. He provided valuable insights during and after the Company’s 2022 initial public offering.”
Mr. Loftus-Hills commented, “Ivanhoe Electric has a fantastic asset base, disruptive mineral exploration technology and an exceptional management team. I have known Robert and Taylor for many years, and I am excited to be joining the Company’s Board of Directors.”
About Ivanhoe Electric
Ivanhoe Electric is an American technology and mineral exploration company that is re-inventing mining for the electrification of everything by combining advanced mineral exploration technologies, renewable energy storage solutions and electric metals projects predominantly located in the United States. Ivanhoe Electric uses its Typhoon™ transmitter, an accurate and powerful geophysical survey system, together with advanced data analytics provided by its subsidiary, Computational Geosciences, to accelerate and de-risk the mineral exploration process as well as to potentially discover deposits of critical metals that may otherwise be undetectable by traditional exploration technologies. Through its controlling interest in VRB Energy, Ivanhoe Electric also develops and manufactures advanced grid-scale vanadium redox battery storage systems. Finally, through advancing its portfolio of electric metals projects located primarily in the United States, headlined by the Santa Cruz Copper Project in Arizona and the Tintic Copper-Gold Project in Utah, as well as projects in Montana, Oregon and North Carolina, Ivanhoe Electric is also well positioned to support American supply chain independence by delivering the critical metals necessary for electrification of the economy.
Contact Information
Investors: Valerie Kimball, Director, Investor Relations 720-933-1150