Sec Form 13G Filing - FRIEDLAND ROBERT M filing for IVANHOE ELEC INC (IE) - 2024-02-14

Ivanhoe Electric Inc.

(Name of Issuer)

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Robert Martin Friedland

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) ☐

(b) ☒

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States/Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

10,821,227¹

6.

SHARED VOTING POWER

0

7.

SOLE DISPOSITIVE POWER

10,821,227¹

8.

SHARED DISPOSITIVE POWER

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,821,227¹

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.0%³

12.

TYPE OF REPORTING PERSON (see instructions)

IN

1

Includes (i) 9,939,284 shares of common stock of the Issuer, and (iii) 881,943 shares of common stock of the Issuer issuable upon exercise of vested options. Does not include shares of common stock of the Issuer that may be acquired by the Reporting Person pursuant to the terms of a promissory note issued by I-Pulse Inc. (“I-Pulse”) described in note 2 below, or 618,057 shares of common stock issuable pursuant to stock options that are not exercisable within 60 days.

2

On March 30, 2022, I-Pulse issued a promissory note to the Reporting Person evidencing I-Pulse’s obligation to repay a principal amount of $10 million with interest at a rate equal to 2% per annum. The Reporting Person is the founder, Chairman and CEO of I-Pulse. Under this promissory note, 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 Issuer currently owned by I-Pulse. The number of shares of common stock will be calculated at a price per share equal to $10.575. 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 at a per share price equal to $10.575. The promissory note matured on December 31, 2023 and the parties are currently discussing an extension of the maturity date.

3

Based on the quotient obtained by dividing (a) the 10,821,227 shares of common stock of the Issuer beneficially owned by the Reporting Person as set forth in Row 9 by (b) the 119,037,765 outstanding shares of common stock of the Issuer as reported on the Quarterly Report on Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 8, 2023 plus 881,943 shares of common stock of the Issuer issuable upon exercise of vested options. The number of shares beneficially owned by the Reporting Person as set forth in Row 9 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.

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

February 14, 2024

Date

/s/ Robert Martin Friedland

Signature

Robert Martin Friedland

Name/Title