Sec Form 13D Filing - ORION RESOURCE PARTNERS (USA) LP filing for Ivanhoe Electric Inc. (IE) - 2023-07-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

(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	NAMES OF REPORTING PERSONS
	ORION RESOURCE PARTNERS (USA) LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			3,954,383
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			3,954,383
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,954,383
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.8% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN, IA

(1) Percentage is based on 103,758,905 shares of Common Stock outstanding as of July 7, 2023, as reported in the Issuer’s Registration Statement on Form S-3 filed on July 10, 2023.

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

This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) 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, Amendment No. 2 filed with the SEC on May 24, 2023 and Amendment No. 3 filed with the SEC on June 23, 2023 (together with this Amendment No. 4, 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. 4 does not modify any of the information previously reported in the Schedule 13D.

Item 5(a) – (c) and (e) 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 3,954,383 shares of Common Stock, representing approximately 3.8% of the total number of shares of Common Stock outstanding.

The foregoing beneficial ownership percentage is based on 103,758,905 shares of Common Stock outstanding as of July 7, 2023, as reported in the Issuer’s Registration Statement on Form S-3 filed on July 10, 2023.

(c) Except for the transactions listed in Exhibit F to this Amendment No. 4, 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 since the most recent filing of Schedule 13D (Amendment No. 3) on June 23, 2023.

(e) As of July 10, 2023, the Reporting Person ceased to be the beneficial owner of more than five percent of the shares of Common Stock.

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 F

The following table sets forth all transactions in the shares of Common Stock effected by the Reporting Person since the most recent filing of Schedule 13D (Amendment No. 3) on June 23, 2023.

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