Sec Form 4 Filing - I-Pulse Inc. @ Ivanhoe Electric Inc. - 2022-08-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
I-Pulse Inc.
2. Issuer Name and Ticker or Trading Symbol
Ivanhoe Electric Inc. [ IE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
93-95 GLOUCESTER PLACE
3. Date of Earliest Transaction (MM/DD/YY)
08/18/2022
(Street)
LONDON, X0W1U 6JQ
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 08/18/2022 C 868,259( 1 ) D $ 4.6929 12,631,842 D
Common Stock 08/18/2022 C 945,626( 2 ) D $ 10.575 11,686,216 D
Common Stock 08/19/2022 C 680,723( 1 ) D $ 4.6929 11,005,493 D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
I-Pulse Inc.
93-95 GLOUCESTER PLACE
LONDON, X0W1U 6JQ
X
Signatures
/s/ Sam Kenny 08/25/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Between August 3, 2021 and November 17, 2021, the reporting person issued convertible notes in the aggregate principal amount of $19,999,680 (the "I-Pulse Convertible Notes"). In accordance with their terms, certain of the holders of the I-Pulse Convertible Notes elected to exchange the I-Pulse Convertible Notes, including any accrued but unpaid interest, into shares of common stock of Ivanhoe Electric Inc. (the "Company") held by the reporting person at a price per share equal to the lesser of (A) 80% of the gross price per share at which common stock was sold in the qualifying IPO of the Company, 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.
( 2 )On March 30, 2022, Orion Mine Finance Fund III LP ("Orion") entered into a share exchange option agreement with the reporting person. Following any qualifying IPO, but prior to the 30th day after a shelf registration statement became effective under the Securities Act of 1933, Orion was entitled to deliver to the reporting person up to $10 million of shares of common stock of High Power Exploration Inc., a subsidiary of the reporting person, and receive in exchange shares of common stock of the Company currently held by the reporting person. Orion exercised its rights under this share exchange option agreement, with the number of shares of common stock of the Company so conveyed to Orion determined by a price per share equal to 90% of the gross price per share at which common stock of the Company was sold in the qualifying IPO.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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