Sec Form 3 Filing - FRIEDLAND ROBERT M @ Ivanhoe Electric Inc. - 2022-06-27

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FRIEDLAND ROBERT M 2. Issuer Name and Ticker or Trading Symbol Ivanhoe Electric Inc. [ IE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O IVANHOE ELECTRIC INC., 606-999 CANADA PLACE 3. Date of Earliest Transaction (MM/DD/YY) 06/27/2022 (Street) VANCOUVER, A1V6C 3E1 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 7,688,692 D Common Stock 13,500,101( 1 ) I By I-Pulse Inc.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 2.49 ( 2 ) 06/30/2026 Common Stock 916,666 D Series 1 Convertible Notes ( 3 ) ( 3 ) 07/31/2023 Common Stock ( 3 ) D I-Pulse Convertible Notes ( 4 ) ( 4 ) 07/31/2023 Common Stock ( 4 ) D I-Pulse Convertible Promissory Note ( 5 )( 6 ) ( 5 )( 6 ) 12/31/2023 Common Stock ( 5 )( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRIEDLAND ROBERT M C/O IVANHOE ELECTRIC INC. 606-999 CANADA PLACE VANCOUVER, A1V6C 3E1 X Chief Executive Officer Signatures /s/ FRIEDLAND ROBERT M 06/27/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. ( 2 )The option becomes exercisable in four equal annual installments beginning on the option's grant date. The option was granted on June 30, 2021. ( 3 )Upon the consummation of an initial public offering that results in gross proceeds of at least $25 million (a "Qualifying IPO"), the Series 1 Convertible Notes, including any accrued but unpaid interest thereon, will automatically convert into shares of common stock at a price per share equal to the lesser of (A) 80% of the gross price per share at which common stock is sold in the Qualifying IPO, and (B) $9.39 per share of common stock, subject in each case to adjustment for any stock split, stock dividend, reverse stock split, or similar transactions. ( 4 )Upon the consummation of a Qualifying IPO, the I-Pulse Convertible Notes, including any accrued but unpaid interest, may be exchanged, in whole or in part, at the option of the holder, into shares of common stock currently held by I-Pulse at a price per share equal to the lesser of (A) 80% of the gross price per share at which common stock is sold in the Qualifying IPO, and (B) $1.5643 per share of common stock, subject in each case to adjustment for any stock split, stock dividend, reverse stock split, or similar transactions. ( 5 )On March 30, 2022, I-Pulse Inc. ("I-Pulse") issued to the reporting person a promissory note evidencing I-Pulse's obligation to repay a principal amount of $10 million with interest at a rate equal to 2% per annum, maturing on December 31, 2023. Under this promissory note, if a qualifying IPO by Ivanhoe Electric Inc. (the "Company") occurs before the note maturity date, the reporting person has the right to elect to receive, as payment in kind for the principal and interest then outstanding under such note, shares of common stock of the Company currently owned by I-Pulse. ( 6 )The number of shares of common stock will be calculated at a price per share equal to: (A) 90% of the gross price per share at which common stock of the Company is sold in the qualifying IPO, if the qualifying IPO occurs on or before September 30, 2022; (B) 85% of the gross price per share at which common stock of the Company is sold in the qualifying IPO, if the qualifying IPO occurs on or after October 1, 2022 but on or before December 31, 2022; or (C) 80% of the gross price per share at which common stock of the Company is sold in the qualifying IPO, if the qualifying IPO occurs on or after January 1, 2023. Upon the maturity of such promissory note, if the outstanding balance of principal and interest was not previously paid in kind, I-Pulse may elect to repay such amount either in cash or in kind by delivering shares of common stock of the Company in accordance with the price per share described in the preceding sentence.

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