Ivanhoe Electric Inc美股招股说明书(2025-02-11版)

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell these securities, and we are not solicitingoffers to buy these securities in any jurisdiction where the offer or sale is not permitted. Filed Pursuant to Rule 424(b)(5)Registration Statement No. 333-273195 PROSPECTUS SUPPLEMENT(To Prospectus dated July 10, 2023) $50,000,000IVANHOE ELECTRIC INC. UnitsEach Consisting ofOne Share of Common Stock andOne Warrant to Purchase One Share of Common Stock(andShares of Common Stock Underlying the Warrants) Weare offeringunits(“Units”)at a public offering price of$perUnit foraggregate gross proceeds of $50,000,000 pursuant to this prospectus supplement and accompanyingprospectus. Each Unit consists of one share of our common stock, par value $0.0001 per share (the“common stock”) and one common stock warrant (each, a “Warrant”). Units will not be issued orcertificated. The shares of common stock and the Warrants are immediately separable and will beissued separately. Each Warrant is exercisable to purchase one share of common stock (the “WarrantShares”) at an exercise price of $per share for a period of 12 months following the closing dateof this offering, subject to adjustment as described in “Description of Securities — Warrants to beIssued in this Offering.” This prospectus supplement to the accompanying prospectus relates to theoffering of the Units, the shares of common stock and Warrants comprising the Units and theWarrant Shares issuable upon exercise of the Warrants. OurExecutive Chairman Robert Friedland has indicated interest in purchasing up to$10,000,000 of Units in this offering. However, because indications of interest are not binding, wecannot guarantee that Mr. Friedland will participate in this offering. Our common stock is traded on the NYSE American LLC (“NYSE American”) and the TorontoStock Exchange (the “TSX”) under the symbol “IE.” On February 10, 2025, the last reported saleprice per share of our common stock on the NYSE American was $6.23 and on the TSX was C$8.92.There is no established public trading market for the Warrants, and we do not expect a market todevelop. In addition, we do not intend to apply for the listing of the Warrants on any nationalsecurities exchange or other nationally recognized trading system. Without an active trading market,we expect that the liquidity of the Warrants will be limited. Investing in the Units involves a high degree of risk. You should carefully consider the risks anduncertainties described under the heading “Risk Factors” on page S-12 of this prospectus supplementand in the accompanying prospectus, as well as those contained in the documents that are incorporated by reference herein and therein. You should carefully read this entire prospectus supplement and theaccompanying prospectus, including any information incorporated by reference, before decidingwhether to purchase the Units. (1) See “Underwriting” beginning on page S-26 of this prospectus supplement for additional information regardingunderwriting compensation. (2) Does not give effect to any exercise of the Warrants being issued in this offering. We have granted the underwriters an option to purchase up to an additionalof Units fromus, representing 15% of the number of Units sold under the Offering, at the public offering price,less the underwriting discounts and commissions, exercisable in whole or in part at any time andfrom time to time up to 30 days after the date of this prospectus supplement. Delivery of the shares of common stock and the Warrants will be made on or about,2025 through the book-entry facilities of The Depositary Trust Company. Neither the U.S. Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectussupplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. BMO Capital Markets Prospectus Supplement dated, 2025. PROSPECTUS SUPPLEMENT PageAbout this Prospectus SupplementS-1Market and Industry Data and ForecastsS-1Notice Regarding Mineral DisclosureS-1TrademarksS-1Prospectus Supplement SummaryS-2The OfferingS-9Risk FactorsS-12Cautionary Statement Regarding Forward-Looking StatementsS-16Use of ProceedsS-18Dividend PolicyS-19Description of SecuritiesS-20CapitalizationS-22DilutionS-24UnderwritingS-26Certain United States Federal Income Tax ConsequencesS-3 4Legal MattersS-43ExpertsS-43Where You Can Find More InformationS-43Incorporation Of Certain Information By ReferenceS-44PROSPECTUSRisk Factors1Ivanhoe Electric Inc.1Special Note on Forward-Looking Statements1Use of Proceeds2Description of Capital Stock2Description of Preferred Stock5Description of Debt Securities6Description of Warrants8Description of Subscription Rights9Description of Units9Form of Secur