UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 13, 2014
IVANHOE ENERGY INC.
(Exact name of registrant as specified in its
charter)
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| Yukon, Canada |
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000-30586 |
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98-0372413 |
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(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification Number) |
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| Suite 654 - 999 Canada Place |
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| Vancouver, BC, Canada |
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V6C 3E1 |
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| (Address of Principal Executive Office) |
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(Zip Code) |
(604) 688-8323
(Registrant’s telephone number, including
area code)
Not Applicable
(Former Name or Former Address, If Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14A-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On August 13, 2014, Ivanhoe Energy Inc. (the
“Company”) filed an amendment to its Articles of Incorporation (the “Articles of Amendment”) with the
Yukon Registrar of Companies in order to effect a seven-for-one share consolidation, or reverse stock split (the
“Common Share Consolidation”). The Articles of Amendment became effective on August 15, 2014 (the
“Effective Date”). A copy of the Articles of Amendment is attached as Exhibit 3.1 hereto and incorporated herein
by reference.
Item 5.07 Submission of Matters to a Vote
of Security Holders.
The shareholders of the Company voted on the proposal
listed below at a Special Meeting of Shareholders held on August 13, 2014. The final voting results for this proposal are set forth
below.
Proposal 1 - Common Share Consolidation
The Company’s shareholders voted to authorize
the Board of Directors to use its discretionary authority to effect a share consolidation, of not less than five-for-one and not
more than seven-for-one common share, no par value, of the Company (each, a “Common Share”) and to file the Articles
of Amendment giving effect to such common share consolidation at the selected ratio. The Common Share Consolidation was approved
as follows:
Votes for: 47,561,058
Votes against: 10,673,839
Item 8.01 Other Events.
Prior to and conditional on the shareholder vote
in connection with the Common Share Consolidation, on August 13, 2014, the Board of Directors approved the implementation of
a share consolidation at a ratio of seven-for-one. As of the Effective Date of the Common Share Consolidation, every seven
“old” Common Shares were converted into one “new” Common Share. Following the Common Share
Consolidation, the “new” Common Shares begun trading on the Toronto Stock Exchange with the symbol
“IE” and on the Nasdaq Capital Market with the symbol “IVAN” on a split adjusted basis at the opening
of trading on August 18, 2014.
As a result of the Common Share Consolidation,
holders of certificates representing “old” Common Shares prior to the Effective Date have the right to receive, upon
surrender of those certificates, “new” Common Shares at the ratio of one “new” Common Share for every seven
“old” Common Shares. No fractional shares will be issued in connection with the Common Share Consolidation. Instead,
holders of “old” Common Shares who otherwise would have received fractional shares will receive the number of “new”
Common Shares rounded to the nearest whole number of “new” Common Shares.
Existing shareholders holding Common Share certificates
will receive a Letter of Transmittal from the Company’s transfer agent with specific instructions regarding the exchange
of shares. Proportionate adjustments will be made to the Company’s outstanding convertible debentures, stock options and
restricted share units.
On August 14, 2014, the Company issued a press release with respect
to the Common Share Consolidation described above. The press release is filed as Exhibit 99.1 hereto and is incorporated herein
by reference.
| Item9.01 | Financial Statements and Exhibits. |
d) Exhibits.
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| Exhibit No. |
Description |
| 3.1 |
Amendment to Articles of Incorporation |
| 99.1 |
Ivanhoe Energy Inc. press release dated August 14, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto
duly authorized.
| Date: August 19, 2014 |
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IVANHOE ENERGY INC. |
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/s/ Mary A. Vincelli |
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Name: Mary A. Vincelli |
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Title: Corporate Secretary |
Exhibit 3.1
YUKON
BUSINESS CORPORATIONS ACT
(Sections 30 and 179)
Form 5-01
ARTICLES OF AMENDMENT
| 1. | Name of Corporation: IVANHOE ENERGY
INC. |
| 2. |
The Articles of the above-named
Corporation were amended pursuant to a Court order: |
Yes No XXXX
| 3. | The Articles of Incorporation
are amended as follows: |
See attached Schedule
“A”.
Signature: /s/ Mary A.
Vincelli Title: Corporate Secretary
SCHEDULE “A”
| 1. | Effective August 15, 2014, every seven (7) issued and outstanding Common Shares of the Corporation
are consolidated into one (1) Common Share of the Corporation (the “Common Share Consolidation”); and |
| 2. | no fractional Common Shares will be issued in connection with the Common Share Consolidation and
the number of post-consolidation Common Shares to be received by a holder will be rounded up, in the case of a fractional interest
that is 0.5 or greater, or rounded down, in the case of a fractional interest that is less than 0.5, to the nearest whole number
of Common Shares that such holder would otherwise be entitled to receive upon the implementation of the Common Share Consolidation. |
Exhibit 99.1
NEWS RELEASE
Ivanhoe Energy to Proceed with
7:1 Share Consolidation to
Regain Compliance with NASDAQ Listing Requirements
CALGARY,
ALBERTA (August 14, 2014) - Ivanhoe Energy (TSX: IE; NASDAQ: IVAN) announced today that it will proceed with the share consolidation
as proposed in the Management Proxy Circular and approved at the Company’s special meeting of shareholders on Wednesday August
13, 2014. Shareholders holding 51% of the Company’s outstanding common shares attended the meeting in person or by proxy
and 82% of the votes cast were in favour of the resolution. The Company’s
Board of Directors has selected a share consolidation ratio of one new common share for every seven existing common shares.
The consolidation of the Company’s
common shares is intended to establish the basis for the shares to trade above $1.00, as per the listing requirements of the NASDAQ
Stock Market (“NASDAQ”). Taking this step will support the Company’s efforts to maintain market access and trading
liquidity of current and future shareholders who trade on the NASDAQ exchange.
The consolidation will reduce the number
of outstanding common shares from approximately 114.8 million to approximately 16.4 million. Proportionate adjustments will be
made to the Company’s outstanding convertible debentures, stock options and restricted share units. No fractional common
shares will be issued pursuant to the consolidation and any fractional shares that would have otherwise been issued will be rounded
down or up to the nearest whole number.
The Company will be seeking the final
approval from the Toronto Stock Exchange (“TSX”) to effect the consolidation and has provided notification of the consolidation
to NASDAQ. Subject to final confirmation by TSX and NASDAQ, it is expected that the post-consolidation common shares will begin
trading on each of NASDAQ and TSX at the opening of markets on August 18, 2014 under its current NASDAQ and TSX trading symbols,
“IVAN” and “IE”, respectively.
Letters
of transmittal with respect to the share consolidation are being mailed to the Company’s registered shareholders. All registered
shareholders will be required to send their share certificates representing pre-consolidation common shares, along with a properly
executed letter of transmittal, to the Company’s registrar and transfer agent, CST Trust Company (“CST”), in
accordance with the instructions provided in the letter of transmittal. All registered shareholders who submit to CST a completed
letter of transmittal, along with their respective certificates representing pre-consolidation common shares, will receive in exchange
new certificates representing their post-consolidation common shares. Shareholders who hold their common shares through a broker,
investment dealer, bank, trust company or other nominee or intermediary should
contact that nominee or intermediary for assistance in depositing
their common shares in connection with the share consolidation.
Ivanhoe
Energy is an independent international heavy oil exploration and development company focused on pursuing long-term growth in its
reserves and production using advanced technologies, including its proprietary heavy oil upgrading process (HTL®).
Core operations are in Canada, United States, and Ecuador, with business development opportunities worldwide. Ivanhoe Energy trades
on the Toronto Stock Exchange with the ticker symbol IE and on the NASDAQ Capital Market with the ticker symbol IVAN. For more
information about Ivanhoe Energy Inc. please visit www.ivanhoeenergy.com.
FORWARD-LOOKING STATEMENTS:
This document includes forward-looking statements, including forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to the Company’s ability to
maintain NASDAQ listing requirements, including minimum bid price, the receipt of final approval from the TSX, the anticipated
date on which the post-consolidation common shares will begin trading on the TSX and the NASDAQ, the potential for commercialization
and future application of the heavy oil upgrading technology and other technologies, statements relating to the continued advancement
of Ivanhoe Energy's projects, statements relating to the timing and amount of proceeds of agreed upon and contemplated disposition
transactions, statements relating to anticipated capital expenditures, statements relating to the timing and success of regulatory
review applications, and other statements which are not historical facts. When used in this document, the words such as "could,"
"plan," "estimate," "expect," "intend," "may," "potential," "should,"
and similar expressions relating to matters that are not historical facts are forward-looking statements. Although Ivanhoe
Energy believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks
and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements.
Important factors that could cause actual results to differ from these forward-looking statements include the potential that the
Company's projects will experience technological and mechanical problems, new product development will not proceed as planned,
the HTL® technology to upgrade bitumen and heavy oil may not be commercially viable, geological conditions in reservoirs
may not result in commercial levels of oil and gas production, the availability of drilling rigs and other support services, uncertainties
about the estimates of reserves, the risk associated with doing business in foreign countries, environmental risks, changes in
product prices, our ability to raise capital as and when required, our ability to complete agreed upon and planned asset dispositions,
competition and other risks disclosed in Ivanhoe Energy's 2013 Annual Report on Form 10-K filed with the U.S. Securities and Exchange
Commission on EDGAR and the Canadian Securities Commissions on SEDAR.
For further information contact:
Greg Phaneuf 1 (403) 261 1700
Bill Trenaman 1 (604) 331 9834
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