Sec Form 13D Filing - ORION RESOURCE PARTNERS (USA) LP filing for IVANHOE ELEC INC (IE) - 2023-05-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Rick Gashler

Orion Resource Partners (USA) LP

1045 Avenue of the Americas

New York, NY 10018

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Percentage is based on 92,979,197 shares of Common Stock outstanding as of May 15, 2023, as reported in the Issuer’s quarterly report on Form 10-Q filed on May 15, 2023.

Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is being filed by the undersigned, pursuant to Rule 13d-2(a) under the Act, to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 11, 2022 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 filed with the SEC on March 21, 2023 (together with this Amendment No. 2, the “Schedule 13D”), with respect to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Ivanhoe Electric Inc. (the “Issuer”), whose principal executive offices are located at 606 - 999 Canada Place, Vancouver, BC V6C 3E1, Canada. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D.

Item 5(a) – (c) of the Schedule 13D is hereby amended and restated as follows:

(a, b) As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 6,231,374 shares of Common Stock, representing approximately 6.7% of the total number of shares of Common Stock outstanding.

The foregoing beneficial ownership percentage is based on 92,979,197 shares of Common Stock outstanding as of May 15, 2023, as reported in the Issuer’s quarterly report on Form 10-Q filed on May 15, 2023.

(c) Except for the transactions listed in Exhibit D to this Amendment No. 2, each of which was a brokerage transaction effected in the open market, there have been no transactions in the shares of Common Stock by the Reporting Person during the past sixty days.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).

Exhibit D

The following table sets forth all transactions in the Common Stock effected by the Reporting Person during the sixty days prior to the filing of this Amendment No. 2.

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