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): August 13, 2024
| 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<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 450 E. Rio Salado Parkway, Suite 130<br><br>Tempe, AZ | 85281 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(480) 656-5821
____________________________________________
(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 registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | IE | NYSE American |
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 2.01 Completion of Acquisition or Disposition of Assets.
On August 13, 2024 (the “Closing Date”), Mesa Cobre Holding Corporation (“Mesa Cobre”), a wholly-owned subsidiary of Ivanhoe Electric Inc. (the “Company”), completed its previously announced acquisition of mineral rights situated in Pinal County, Arizona relating to the Santa Cruz Project in exchange for aggregate consideration of $27.9 million (the “Purchase Price”) pursuant to the terms of the Option Agreement for Purchase and Sale dated August 16, 2021 between DRH Energy, Inc. (“DRHE”) and Central Arizona Resources, LLC (“CAR”) as assigned by CAR to Mesa Cobre on October 27, 2021 (the “Original Option Agreement”, the “Assignment”, and together, the “Option Agreement”) and disclosed in various Company filings including the Form 10-K filed on February 26, 2024. Prior to the Closing Date, Mesa Cobre made payments totaling $17.9 million to DRHE.
On the Closing Date, Mesa Cobre paid the final $10.0 million of the Purchase Price to DRHE and each of DHRE and DRH Phoenix East Construction, Inc. (“DRH Construction”) entered into a quitclaim deed to transfer certain mineral rights to Mesa Cobre. DRH Construction also entered into an Assignment and Assumption of Contracts relating to such mineral rights.
Following the exercise of the option, each of DHRE and DRH Construction retained rights to certain oil and gas interests. Certain obligations of Mesa Cobre will continue under the Option Agreement, including potential additional payments to DRHE, an “AMRC Payment” and a “Generational Payment”, to be calculated based on mineral reserves set forth in a definitive feasibility study (a “DFS”) and based on future mineral production. The AMRC Payment, if any, will be equal to $0.015 per pound of copper for every pound of additional mineable reserve copper over 2 billion pounds, as determined by the DFS, payable in five equal annual installments commencing one year following the commencement of commercial mining operations. The decision to proceed with commercial mining operations shall be at the sole discretion and determination of Mesa Cobre. The Generational Payment, if any, will be equal to $0.015 per pound of copper (adjusted based on a price index) for every pound of copper produced over and above the copper reserves estimate in the DFS. Pursuant to the Option Agreement, Mesa Cobre has committed to prepare the DFS no later than August 16, 2027, granted DHRE a right to elect to receive all or any portion of such future payments in the Company’s common stock at a 10% discount to the 5-day volume weighted average price, registration rights and is subject to indemnification obligations.
The foregoing description of the Option Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Original Option Agreement which was included as Exhibit 10.9 to the Company’s Form 10-K filed on February 26, 2024 and the Assignment which was included as Exhibit 10.1 to the Company’s Form 10-K filed on February 26, 2024.
Item 7.01. Regulation FD Disclosure.
A copy of the Company’s press release dated August 13, 2024, relating to the announcement of the closing of the transactions contemplated by the Option Agreement, 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 August 13, 2024 |
| 104 | Cover Page Interactive Data File (embedded with the inline XBRL document) |
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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: August 13, 2024 | By: | /s/ Taylor Melvin |
| Taylor Melvin | ||
| President and Chief Executive Officer | ||
| 3 | ||
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ie_ex991.htm EXHIBIT 99.1
August 13, 2024
Ivanhoe Electric Secures 100% Ownership of Mineral Rights at its Santa Cruz Copper Project with Final Option Payment
PHOENIX, ARIZONA – Ivanhoe Electric Inc. (“Ivanhoe Electric”, the “Company” or “IE”) (NYSE American: IE; TSX: IE) Executive Chairman Robert Friedland and President and Chief Executive Officer Taylor Melvin are pleased to announce that the Company, through its wholly-owned subsidiary Mesa Cobre Holding Corporation (“Mesa Cobre”), completed the final US$10 million payment to exercise its option to acquire 100% ownership of the mineral rights at the Santa Cruz Copper Project in Arizona. Following this transaction, Ivanhoe Electric now owns 100% of the mineral and surface rights for the Santa Cruz Copper Project.
Taylor Melvin, Ivanhoe Electric’s President and Chief Executive Officer, commented: “Completing our option agreement and securing 100% ownership of the mineral rights at our Santa Cruz Copper Project in Arizona is an important milestone for our Company. We have now completed the consolidation of surface and mineral rights ownership at one of the largest and highest grade undeveloped copper resources in the United States that is located entirely on private land.”
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Figure 1. Plan view map of land and mineral rights acquired at the Santa Cruz Copper Project, Arizona.
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Qualified Persons
Disclosures of a scientific or technical nature included in this news release, including the sampling, analytical and technical data underlying the information, have been reviewed, verified, and approved by Glen Kuntz, P.Geo., who is a Qualified Person as defined by Regulation S-K, Subpart 1300 promulgated by the U.S. Securities and Exchange Commission and by Canadian National Instrument 43-101. Mr. Kuntz is an employee of Ivanhoe Electric Inc.
About Ivanhoe Electric
We are a U.S. company that combines advanced mineral exploration technologies with electric metals exploration projects predominantly located in the United States. We use our accurate and powerful Typhoon™ geophysical surveying system, together with advanced data analytics provided by our subsidiary, Computational Geosciences Inc., to accelerate and de-risk the mineral exploration process as we seek to discover new deposits of critical metals that may otherwise be undetectable by traditional exploration technologies. We believe the United States is significantly underexplored and has the potential to yield major new discoveries of critical metals. Our mineral exploration efforts focus on copper as well as other metals including nickel, vanadium, cobalt, platinum group elements, gold and silver. Through the advancement of our portfolio of electric metals exploration projects, headlined by the Santa Cruz Copper Project in Arizona and the Tintic Copper-Gold Project in Utah, as well as other exploration projects in the United States, we intend to support United States supply chain independence by finding and delivering the critical metals necessary for the electrification of the economy. We also operate a 50/50 joint venture with Saudi Arabian Mining Company Ma’aden to explore for minerals on ~48,500 km^2^ of underexplored Arabian Shield in the Kingdom of Saudi Arabia. Website: www.ivanhoeelectric.com .
Contact Information
Ivanhoe Electric:
Email: info@ivanhoeelectric.com
Follow us on 
Ivanhoe Electric’s Executive Chairman Robert Friedland: @robert_ivanhoe
Ivanhoe Electric: @ivanhoeelectric
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Ivanhoe Electric’s investor relations website located at www.ivanhoeelectric.com should be considered Ivanhoe Electric’s recognized distribution channel for purposes of the Securities and Exchange Commission’s Regulation FD.
Forward-Looking Statements
Certain statements in this news release constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable US and Canadian securities laws. Such statements and information involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Ivanhoe Electric, its projects, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements can be identified by the use of words such as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”, “forecast”, “predict” and other similar terminology, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. These statements reflect Ivanhoe Electric’s current expectations regarding future events, performance and results and speak only as of the date of this news release.
Forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. Such statements are subject to significant risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including changes in the prices of copper or other metals Ivanhoe Electric is exploring for; the results of exploration and drilling activities and/or the failure of exploration programs or studies to deliver anticipated results or results that would justify and support continued exploration, studies, development or operations; the final assessment of exploration results and information that is preliminary; the significant risk and hazards associated with any future mining operations, extensive regulation by the US government as well as local governments; changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of parties to contracts with Ivanhoe Electric to perform as agreed; and the impact of political, economic and other uncertainties associated with operating in foreign countries, and the impact of the COVID-19 pandemic and the global economy. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risk factors described in Ivanhoe Electric’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission.
No assurance can be given that such future results will be achieved. Forward-looking statements speak only as of the date of this news release. Ivanhoe Electric cautions you not to place undue reliance on these forward-looking statements. Subject to applicable securities laws, Ivanhoe Electric does not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this news release, and Ivanhoe Electric expressly disclaims any requirement to do so.
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