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America
Securities and Exchange Commission
Washington DC 20549
shape
current report
Under Section 13 or 15(d) of the Securities Exchange Act of 1934
Reported Date (the date the oldest event was reported):
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If the filing of the Form 8-K is intended to simultaneously satisfy the registrant’s filing obligations under any of the provisions below, please check the appropriate box below.
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Written communications under Rule 425 under the Securities Act (17 CFR 230.425) |
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Solicitation of materials under Rule 14a-12 under the Securities Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications under Rule 14d-2(b) under the Trade Act (17 CFR 240.14d-2(b)) |
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Securities registered pursuant to Section 12(b) of the Act:
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Checks if the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) indicated by a mark. chapter).
Emerging growth company
For emerging growth companies, has the registrant elected not to use an extended transition period to comply with new or revised financial accounting standards prescribed under Section 13(a) of the Trade Act? A check mark indicates whether
Item 1.01 Execution of Material Final Contracts.
On May 23, 2023 (the “Fiscal Date”), Mesa Cobre Holding Corporation (“Mesa Cobre”), a wholly-owned subsidiary of Ivanhoe Electric Inc. (the “Company”), announced the acquisition of certain previously announced properties. Has completed. Located in Pinal County, Arizona, under the terms of a sale and purchase agreement (the “Agreement”) with Mesa, in exchange for an aggregate purchase price of $116.86 million (the “Purchase Price”), certain water rights, intangible assets and Get ground access. Cobre and Wolff-Harvard Ventures, LLC (“Wolff-Harvard LLC”) is dated May 10, 2023 as disclosed in our Form 8-K filed May 11, 2023 . The final purchase price will be the amount originally disclosed on May 11, 2023 to reflect an adjustment to the final square footage to be acquired. The area announced on May 11, 2023 was 6,205 acres. However, the latest survey, completed in the normal course of confirmatory due diligence, determined the actual total area to be 5,975 acres. The adjusted square footage will be reflected in the final purchase price. The land package area map disclosed on May 11, 2023 remains accurate today.
On the closing date, Mesa Cobre will pay Wolf Harvard LLC $34.3 million of the purchase price (including a previously paid exclusivity payment of $100,000 and a $5 million down payment escrow deposit at closing). , issued a secured promissory note to Wolfe. -Harvard Ventures, LP (“Wolff-Harvard LP”) with principal amount of $82,590,284 and interest rate of Prime Plus 1% (“Promissory Note”). Payments of $34.3 million under the promissory notes will be paid by Mesa Cobre to Wolf Harvard LP on or before the date six months after the Closing Date (“Second Payment”), with the remaining balance to be paid in equal quarterly installments. Paid in installments. Approximately $12.1 million plus applicable interest in years 1, 2, 3 and 4 from the date of the second payment.
This promissory note is secured by a deed of trust and assignment of rentals executed on the closing date by Mesa Cobra in favor of First American Title Insurance Company for the benefit of Wolff-Harvard LP (the “Deed of Trust”). . The trust deed shall pay Wolf Harvard LP the entire outstanding balance of the promissory note prior to commencement of major mine construction activities if the Company elects to commence construction of the mine prior to the completion of the final principal payment. I stipulate.
The foregoing descriptions of this Agreement, promissory note and deed of trust are not intended to be complete and are fully qualified by reference to the text of the promissory note and deed of trust filed as Exhibits 10.1 and 10.2. , respectively, apply to this Current Report on Form 8-K and are incorporated by reference in this Section 1.01.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information required by this Section 2.01 is set forth in Section 1.01 above and is hereby incorporated by reference in response to this Section.
Item 2.03 Creation of direct financial obligations or obligations under the registrant’s off-balance sheet arrangements.
The information required by this Section 2.03 is set forth in Section 1.01 above and is hereby incorporated by reference in response to this Section.
Item 7.01. Disclosure of Regulation FD.
A copy of our press release dated May 24, 2023 relating to the announcement of the closing of the transaction contemplated by this Agreement is provided as Exhibit 99.1 to this Form 8-K.
Information contained in this Section 7.01 and Exhibit 99.1 to this document shall not be deemed to have been “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), or shall not be considered subject to liability. Nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 (as amended) or the Securities Exchange Act, except where expressly stated by specific reference in such filing.
Item 9.01. Financial statements and exhibits.
(d) Exhibits.
signature
In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed by the following duly authorized underwriters.
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Ivanhoe Electric Inc. |
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Date: May 24, 2023 |
To: |
/s/ Taylor Melvin |
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Taylor Melvin |
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Representative Director and President |
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Accessories / Exhibits
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