Sec Form 13G Filing - BHP Group Ltd filing for IVANHOE ELEC INC (IE) - 2022-07-08

  NAMES OF REPORTING PERSONS

  BHP Group Limited

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☒ Joint Filing

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  Australia

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  5,277,362^{1 2}

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  5,277,362^{1 2}

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  5,277,362^{1 2}

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:

  5.7%^{2 3}

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  CO

Indirectly held through (i) BHP Manganese Australia Pty Ltd (“BHP Manganese”), an Australian company limited by shares and a wholly-owned subsidiary of BHP Group Limited (“BHP”), and (ii) WMC Corporate Services Inc. (“WMC”), a Colorado corporation and a wholly-owned subsidiary of BHP.

Consists of (i) 353,370 shares of Common Stock, par value $0.0001 per share, of the Issuer (“Shares”) held by BHP Manganese, (ii) 4,761,623 Shares held by WMC, and (iii) 162,369 Shares to be received upon conversion of the unsecured convertible PIK promissory notes due 2023 of I-Pulse Inc. (the “I-Pulse Convertible Notes”) held by BHP Manganese.

Based on the quotient obtained by dividing (a) the 5,277,362 Shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the 92,887,918 outstanding Shares as reported on the Form 424B3 (Registration Statement No. 333-265175) filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) on June 27, 2022. The number of Shares beneficially owned by the Reporting Person as set forth in clause iii of the foregoing footnote 2 is treated as converted into the Shares only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13G.

  NAMES OF REPORTING PERSONS

  BHP Manganese Australia Pty Ltd.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☒

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  Australia

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  515,739¹

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  515,739¹

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  515,739¹

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:

  0.6%²

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  CO

Consists of (i) 353,370 Shares held by BHP Manganese and (ii) 162,369 Shares to be received upon conversion of the I-Pulse Convertible Notes held by BHP Manganese.

Based on the quotient obtained by dividing (a) the 515,739 Shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the 92,887,918 outstanding Shares as reported on the Form 424B3 (Registration Statement No. 333-265175) filed by the Issuer with the SEC on June 27, 2022. The number of Shares beneficially owned by the Reporting Person as set forth in clause ii of the foregoing footnote 1 is treated as converted into the Shares only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13G.

  NAMES OF REPORTING PERSONS

  WMC Corporate Services Inc.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☒

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  4,761,623

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  4,761,623

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  4,761,623

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:

  5.1%¹

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  OO

Based on the quotient obtained by dividing (a) the 4,761,623 Shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the 92,887,918 outstanding Shares as reported on the Form 424B3 (Registration Statement No. 333-265175) filed by the Issuer with the SEC on June 27, 2022.

171 Collins Street

Melbourne, VIC 3000 Australia

171 Collins Street

Melbourne, VIC 3000 Australia

(a)   Amount Beneficially Owned:

See Row 9 of the cover pages. BHP Manganese is a wholly-owned subsidiary of BHP and the beneficial owner of 515,739 shares. WMC is a wholly-owned subsidiary of BHP and the beneficial owner of 4,761,623 shares. BHP is the parent holding company of both BHP Manganese and WMC and is the beneficial owner of 5,277,362 shares.

(b)   Percent of Class:

See Row 11 of the cover pages.

(c)   Number of shares as to which such person has:

(i) sole power to vote or to direct the vote:

See Row 5 of the cover pages.

(ii)  shared power to vote or to direct the vote:

See Row 6 of the cover pages.

(iii)  sole power to dispose or to direct the disposition of:

See Row 7 of the cover pages.

(iv) shared power to dispose or to direct the disposition of:

See Row 8 of the cover pages.