Ivanhoe Electric Inc美股招股说明书(2025-02-12版)

$60,000,000 IVANHOE ELECTRIC INC. 10,256,411 UnitsEach Consisting ofOne Share of Common Stock andOne Warrant to Purchase One Share of Common Stock(and 10,256,411 Shares of Common Stock Underlying the Warrants) We are offering 10,256,411 units (“Units”) at a public offering price of $5.85 per Unit foraggregate gross proceeds of $60 million 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“Warrant Shares”) at an exercise price of $7.00 per share for a period of 12 months following theclosing date of this offering, subject to adjustment as described in “Description of Securities —Warrantsto be Issued in this Offering.”This prospectus supplement to the accompanyingprospectusrelates to the offering of the Units,the shares of common stock and Warrantscomprising the Units and the Warrant Shares issuable upon exercise of the Warrants. Our Executive Chairman Robert Friedland is expected to purchase up to approximately816,667 Units in this offering. Our common stock is traded on the NYSE American LLC (“NYSE American”) and theToronto Stock Exchange (the “TSX”) under the symbol “IE.” On February 10, 2025, the lastreported sale price per share of our common stock on the NYSE American was $6.23 and on theTSX was C$8.92. There is no established public trading market for the Warrants, and we do notexpect a market to develop. In addition, we do not intend to apply for the listing of the Warrants onany national securities exchange or other nationally recognized trading system. Without an activetrading 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 incorporatedby 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.Per Unit TotalPublic offering price$5.85$60,000,004.35Underwriting discounts and commissions(1)$0.234$2,400,000.17Proceeds, before expenses, to us(2)$5.616$57,600,004.18 See “Underwriting” beginning on page S-26 of this prospectus supplement for additional information regardingunderwriting compensation. 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 additional 1,538,461 of Unitsfrom us, representing 15% of the number of Units sold under the Offering, at the public offeringprice, less the underwriting discounts and commissions, exercisable in whole or in part at any timeand from 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 February14, 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 February 12, 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 Securities10Plan of Distribution11Legal Matters14Interests of Experts14Where You Can Find More Information14 We are responsible for the information contained and incorporated by reference in thisprospectus supplement, the accompanying prospectus. We and the underwriters have notauthorized anyone to give you any other information, and we and the underwriters take n