Ivanhoe Capital Acquisition Cor (NYSE:IVAN)

Item 1.03  Bankruptcy or Receivership.

On June 2, 2015, Ivanhoe Energy Inc. announced that, despite considerable efforts by the company, the Proposal Trustee (Ernst & Young Inc.) and major creditors of the company, the parties have been unable to reach a viable restructuring proposal under the Bankruptcy and Insolvency Act (Canada) (BIA).

As previously disclosed on February 20, 2015, the company filed a Notice of Intention to Make a Proposal (Notice of Intention) pursuant to the provisions of Part III of the BIA. Pursuant to the Notice of Intention, Ernst & Young (EY) was appointed as the trustee in the company's proposal proceedings and in that capacity, EY has been assisting the company in its efforts to restructure its outstanding debt.

Ivanhoe announced on May 4, 2015, that the Court of Queen’s Bench of Alberta approved an application for an extension for the company to file its restructuring proposal with the Official Receiver under the BIA from May 5, 2015 to June 1, 2015.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company announced on May 4, 2015 that Blair Vago has submitted his resignation as Acting Vice President of Finance and Chief Financial Officer, effective May 31, 2015. Mr. Vago will be available to assist the Company on a contract basis beginning June 1, 2015.

Item 1.01 Entry into a Material Definitive Agreement.

Ivanhoe Energy Inc. (the “Company”) announced that on March 6, 2015 the Court of Queen’s Bench of Alberta (the “Court”) approved debtor-in-possession (“DIP”) financing on the terms set forth in the term sheet, dated February 27, 2015 (the “DIP Term Sheet”), which allows the Company to borrow US$1 million (approximately C$1.26 million) from Robert Friedland (the “DIP Financing”). Subject to the satisfaction of certain conditions to borrowing, the DIP Financing amount became available upon the March 6th order of the Court.

The proceeds of the DIP Financing will be used for working capital purposes in strict compliance with the order of the Court while the Company works with its creditors to attempt to restructure its outstanding debt. The DIP Financing is subject to a 2% application fee and bears a 13% interest rate, calculated daily, not in advance.

The maturity date of the DIP Financing is the earlier of (i) June 1, 2015, or such later date as Mr. Friedland may agree to, (ii) the effective date of the implementation of a proposal under the Bankruptcy and Insolvency Act (Canada) (the “BIA”) or (iii) an Event of Default (as defined in the DIP Term Sheet).

Mr. Friedland is the Company’s largest shareholder, a holder of its unsecured convertible debt and, as of October 10, 2014, a secured lender.2 The DIP Financing is secured by a first priority charge on the Company's assets and increases the principal amount of Mr. Friedland’s secured loans to the Company to US$6.11 million.

In addition, under the DIP Financing, a second priority administration charge of up to C$500,000 was granted as security for the fees of the proposal trustee, its counsel, the counsel of debenture trustee, and the Company’s counsel under the BIA proceedings. A third priority directors’ charge of up to C$200,000 was granted as security for the indemnification of the Company’s directors and officers against obligations and liabilities incurred as in their capacity as such after the commencement of the BIA proceedings.3

The DIP Financing is subject to certain covenants, including, without limitation, related to the incurrence of additional debt and the encumbrance or disposition of any of the Company’s assets.

The foregoing description of the DIP Financing does not purport to be complete and is qualified in its entirety by reference to the DIP Term Sheet filed as exhibit 10.1 hereto and incorporated herein by reference.

Item 1.03 Bankruptcy or Receivership.
 

On February 20, 2015, Ivanhoe Energy Inc. (the “Company”) announced that, with the authorization and approval of its board of directors, the Company has made a determination to file a Notice of Intention to Make a Proposal (the “Notice of Intention”) pursuant to the provisions of Part III of the Bankruptcy and Insolvency Act (the “BIA”) (Canada).

Pursuant to the Notice of Intention, Ernst & Young Inc. has been appointed as the trustee in the Company's proposal proceedings and in that capacity will monitor and assist the Company in its restructuring efforts.

While under BIA protection, the Company will continue with its efforts to pursue strategic alternatives, including restructuring its existing debt obligations and pursuing the sale of assets.

A Notice of Intention is the first stage of a restructuring process under the BIA, which permits the Company to pursue a restructuring of its financial affairs, through a formal proposal process. The filing of the Notice of Intention has the effect of imposing an automatic stay of proceedings (“Stay”) that will protect the Company and its assets from the claims of creditors and others while the Company pursues this objective. The initial Stay period of 30 days can be extended to a maximum six months, during which time the Company will assess its ability to present a viable proposal to its creditors.

On February 20, 2015, the Company issued a press release reporting its determination to file a Notice of Intention pursuant to the provisions of the BIA. A copy of the press release is filed as Exhibit 99.1 to this report.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 20, 2015, Nasdaq notified the Company that, after reviewing the press release discussed under Item 1.03 above and such other information as is publicly available, and in accordance with Listing Rules 5101 and 5110(b) and IM-5101-1, it has determined that the Company’s securities will be delisted from the Nasdaq Stock Market.

The determination was based on:

the Company’s filing of the Notice of Intention under the BIA and the public interest concerns raised by it;
concerns regarding the residual equity interest of the existing listed securities holders; and
concerns about the Company’s ability to sustain compliance with all requirements for continued listing on the Nasdaq Stock Market.

Unless the Company requests an appeal of this determination, trading of the Company’s common stock will be suspended at the opening of business on March 3, 2015, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on the Nasdaq Stock Market. The Company currently does not intend to appeal Nasdaq’s determination. If the Company does not appeal, the Company’s securities may be immediately eligible to be quoted on the OTC Bulletin Board (the “OTCBB”) or in the “Pink Sheets.”

To be quoted on the OTCBB or the Pink Sheets, a market maker must sponsor the security and comply with SEC Rule 15c2-11 before it can initiate a quote in a specific security. If the Company’s securities are delisted from Nasdaq, there can be no assurance that a market maker will apply to quote the Company’s common stock or that the Company’s common stock will become eligible for the OTCBB or the Pink Sheets.

VANCOUVER, Feb. 20, 2015 /PRNewswire/ - Ivanhoe Energy Inc. (TSX: IE; NASDAQ: IVAN) (IE-DB.TO) today announced that, with the authorization and approval of its board of directors, the company has made a determination to file a Notice of Intention to Make a Proposal (Notice of Intention) pursuant to the provisions of Part III of the Bankruptcy and Insolvency Act (BIA) (Canada).

Pursuant to the Notice of Intention, Ernst & Young Inc. (EY) has been appointed as the trustee in the company's proposal proceedings (the Proposal Trustee) and in that capacity will monitor and assist the company in its restructuring efforts.

It was determined by the company's board of directors that as a result of the company's current financial situation, seeking protection under the BIA would be in the best interests of the company and all of its stakeholders. While under BIA protection, the company will continue with its efforts to pursue strategic alternatives, including restructuring its existing debt obligations and pursuing the sale of assets.  

A Notice of Intention is the first stage of a restructuring process under the BIA, which permits the company to pursue a restructuring of its financial affairs, through a formal Proposal process. The filing of the Notice of Intention has the effect of imposing an automatic stay of proceedings (Stay) that will protect the company and its assets from the claims of creditors and others while the company pursues this objective. The initial Stay period of 30 days can be extended to a maximum six months, during which time the company will assess its ability to present a viable Proposal to its creditors.

The company continues to be actively engaged in discussions with various stakeholders to recapitalize the company. Strategic and financial alternatives under consideration are focused on relieving the financial burden of the company's current debt structure and obtaining additional financing necessary to fund ongoing operations. There can be no assurance that the current process will result in a transaction or, if a transaction is undertaken, that it will be successfully concluded in a timely manner or at all.  Failure by the company to achieve its financing and restructuring goals through an approved Proposal would result in the company becoming bankrupt.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Ivanhoe Energy Inc. (the “Company”) announced that the Company has entered into an agreement with founder Robert Friedland dated February 10, 2015 to provide the Company with a further US$2.37 million (approximately C$3.0 million) secured bridge loan.

The new funds to be received from Mr. Friedland are in addition to the US$2.2 million (approximately C$2.8 million) secured bridge loan provided by Mr. Friedland in October 2014, details of which are contained in the Company’s October 10, 2014 news release, and an additional US$540,000 secured bridge loan in December 2014, details of which are contained in the Company’s December 30, 2014 news release, and brings the principal amount of Mr. Friedland’s secured bridge loan to US$5.11 million.

All of the loan will be used to satisfy the Company’s current obligations, including significant statutory severance payments in Ecuador and to reduce the Company’s trade payables.

The Company expects that its severance obligations in Ecuador will total approximately US$883,000. These severance obligations are recorded with the Ministry of Labor and their payment is mandatory. Other obligations in Ecuador amounting to US$277,000 include government fees for terminating the Specific Services Contract as well as costs associated with completing studies for government environmental audits required for the Company to fulfill its obligations under the termination agreement for the Specific Services Contract. In addition, the Company will make total payments of approximately US$1.2 million to companies controlled by Mr. Friedland for unsecured trade payables that are in arrears dating back to April 2014. These affiliated companies provided aircraft and capital markets advisory services to the Company during 2014.

The bridge loan bears interest at the rate of 10% per annum, with a maturity of six months from the initial date of advance on October 10, 2014. Mr. Friedland’s loan is secured by a first charge against the assets of the Company, with the exception of all assets and subsidiaries of Ivanhoe Energy Latin America.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As previously reported on Item 8.01 Form 8-Ks filed with the Securities and Exchange Commission by Ivanhoe Energy Inc. (the “Company”) on December 12, 2014 and January 29, 2015, the Company issued a press release announcing that it did not expect to make the cash interest payment of approximately C$2.1 million / US$1.8 million which was due on December 31, 2014 in respect of its outstanding 5.75% convertible unsecured subordinated debentures (the “5.75% Debentures”). Under the indenture governing the 5.75% Debentures (the “Indenture”), a failure to make an interest payment is subject to a 30 day grace period.

The Company has received a notice, dated February 9, 2015, from The Bank of New York Mellon, as trustee (the “Trustee”) under the Indenture, notifying the Company that an Event of Default has occurred by reason of the Company not paying the interest due on the 5.75% Debentures on December 31, 2014 and the expiration of the 30 day grace period for paying the interest payment.

The aggregate principal amount of 5.75% Debentures outstanding under the Indenture is C$73.3 million, plus accrued and unpaid interest of approximately C$2.1 million / US$1.8 million. The notice demanded that the Company immediately pay the interest payment.

VANCOUVER, Feb. 12, 2015 /PRNewswire/ - Ivanhoe Energy Inc. (TSX: IE; NASDAQ: IVAN) (IE-DB.TO) announced yesterday that the company has entered into an agreement with founder Robert Friedland to provide the company with a further US$2.37 million (approximately C$3.0 million) secured bridge loan.

The company advised that all of the loan will be used to satisfy current obligations, including significant statutory severance payments in Ecuador and to reduce the company's trade payables.

The company expects that its severance obligations in Ecuador will total approximately US$883,000.  These severance obligations are recorded with the Ministry of Labor and their payment is mandatory.  Other obligations in Ecuador amounting to US$277,000 include government fees for terminating the Specific Services Contract as well as costs associated with completing studies for government environmental audits required for the company to fulfill its obligations under the termination agreement for the Specific Services Contract. In addition, the company will make total payments of approximately US$1.2 million to companies controlled by Mr. Friedland for unsecured trade payables that are in arrears dating back to April 2014. These affiliated companies provided aircraft and capital markets advisory services to the company during 2014.

The company will make additional disclosure respecting the status of its strategic and financial review process once the board of directors decides to pursue a specific transaction or series of transactions or otherwise determines that disclosure is necessary or appropriate. There can be no assurance that the current process will result in a transaction or, if a transaction is undertaken, that it will be successfully concluded in a timely manner or at all.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

On February 3, 2015, Ivanhoe Energy Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department of the NASDAQ Stock Market (“NASDAQ”) notifying the Company that following the resignation of Mr. Robert Pirraglia from the board of directors on January 18, 2015, the Company fails to comply with NASDAQ Listing Rule 5605 which requires a listed company to have an audit committee comprised of at least three independent members.

Consistent with Listing Rules 5605(c)(4), NASDAQ will provide the Company a cure period in order to regain compliance as follows:

until the earlier of the Company’s next annual shareholders’ meeting or January 18 , 2016; or
if the next annual shareholders’ meeting is held before July 17, 2015, then the Company must evidence compliance no later than July 17, 2015.

Item 1.02 Termination of a Material Definitive Agreement.

On October 8, 2008, Ivanhoe Energy Ecuador Inc. (“IE Ecuador”), an indirect, wholly-owned subsidiary of Ivanhoe Energy Inc. (the “Company”), entered into a Specific Services Contract (the “Contract”) with Empresa Estatal de Petroleos del Ecuador, Petroecuador (“Petroecuador”), the state oil company of Ecuador, and its affiliate, Empresa Estatal de Exploracion y Produccion de Petroleos del Ecuador, Petroproduccion (“Petroproduccion”) to explore and develop Block 20, a contract area in the Amazon Basin of Ecuador that includes the Pungarayacu heavy-oil field, utilizing the Company’s patented heavy-to-light (“HTL™”) upgrading technology.

By agreement dated February 4, 2015 (the “Termination Agreement”), Ivanhoe Energy Inc. (the “Company”) and the other parties thereto terminated the Contract by mutual consent. Under the terms of the Termination Agreement, all mutual obligations and rights under the Contract were terminated.

As first announced in August 2014, the Company and Petroamazonas EP, the successor to Petroecuador and Petroproduccion, agreed to a process to mutually terminate the Contract under which the Company has been operating since 2008 as a step towards entering into a new Service Contract with a consortium consisting of the Company and one of the world’s largest national oil companies (NOC), which has experience working in Ecuador. The Company has worked closely with Petroamazonas and officials from the Ecuadorian government in terminating the contract according to Ecuadorian law, and the Company has fulfilled all of its termination responsibilities. There were no material early termination penalties incurred as a result of the termination of the Contract.

On January 21, 2015, the Company announced that it is scaling back its activities in Ecuador in response to significantly lower oil prices and a delay in discussions with the Company’s partner on moving ahead with development plans for the Company’s Block 20 heavy-oil project. While oil price volatility makes it challenging to move Block 20 forward in the short term, the Company remains willing to work with its partner and the Ecuadorian government to explore development alternatives for Block 20 over the medium and longer term.

VANCOUVER, Jan. 28, 2015 /PRNewswire/ - Ivanhoe Energy Inc. (TSX: IE; NASDAQ: IVAN) (IE-DB.TO) today announced that the company continues to be actively engaged in discussions with various stakeholders to recapitalize the company. Strategic and financial alternatives under consideration are focused on relieving the financial burden of the company's current debt structure and obtaining additional financing necessary to fund ongoing operations. There can be no assurance that the current process will result in a transaction or, if a transaction is undertaken, that it will be successfully concluded in a timely manner or at all.

The company announced on December 12, 2014 that it did not expect to make the cash interest payment (approx. C$2.1 million / US$1.8 million) due on December 31, 2014 in respect of its outstanding 5.75% convertible unsecured subordinated debentures. To date, the company has not made the interest payment and does not expect to do so by January 30, 2015, the date upon which the failure to make the payment will constitute an event of default under the terms of the debentures. To date, the company has not received a notice of default from the debenture trustee. However, there can be no assurance that such notice will not be given by the trustee.

Item 8.01 Other Event.

On January 28, 2015, Ivanhoe Energy Inc. (the “Company”) announced that it continues to be actively engaged in discussions with various stakeholders to recapitalize the Company. Strategic and financial alternatives under consideration are focused on relieving the financial burden of the Company’s current debt structure and obtaining additional financing necessary to fund ongoing operations. There can be no assurance that the current process will result in a transaction or, if a transaction is undertaken, that it will be successfully concluded in a timely manner or at all.

The Company announced on December 12, 2014 that it did not expect to make the cash interest payment (approx. C$2.1 million / US$1.8 million) due on December 31, 2014 in respect of its outstanding 5.75% convertible unsecured subordinated debentures. To date, the Company has not made the interest payment and does not expect to do so by January 30, 2015, the date upon which the failure to make the payment will constitute an event of default under the terms of the debentures. To date, the Company has not received a notice of default from the debenture trustee. However, there can be no assurance that such notice will not be given by the trustee.

QUITO, Ecuador, Jan. 21, 2015 /PRNewswire/ - Ivanhoe Energy Inc. (TSX: IE; NASDAQ: IVAN) (IE-DB.TO) announced today that the company is scaling back its activities in Ecuador in response to significantly lower oil prices and a delay in discussions with Ivanhoe's partner on moving ahead with development plans for Ivanhoe's Block 20 heavy-oil project.

Block 20 is an area of approximately 426 square miles (1,103 square kilometres) located 125 miles (201 kilometres) southeast of Quito, which contains the Pungarayacu oil field. In furtherance of its previously disclosed joint-venture strategy to finance the continued appraisal and development of Block 20, Ivanhoe invited one of the world's largest national oil companies (NOC), which has experience working in Ecuador, to review Ivanhoe's investment in Block 20. This resulted in an agreement in principle, subject to the approval of the Ecuadorian government, for the NOC to recognize Ivanhoe's investment to date in the project and farm in to the project as the majority partner in, and operator of, Block 20.

Ivanhoe and the NOC presented a joint proposal to the Ecuadorian government in March, 2014. In mid May, Ivanhoe received a letter from the Ecuadorian government indicating that the Secretariat of Hydrocarbons was ready to move forward with final project negotiations. In subsequent discussions, the NOC, which had initially expected to complete its internal review by the end of the third quarter of 2014, has indicated to Ivanhoe that the sharp decline in oil prices and other factors have delayed its review, making a final decision to proceed with Block 20 not possible at this time.

While oil price volatility makes it challenging to move Block 20 forward in the short term, Ivanhoe remains willing to work with its partner and the Ecuadorian government to explore development alternatives for Block 20 over the medium and longer term.

VANCOUVER, Jan. 16, 2015 /PRNewswire/ - Ivanhoe Energy Inc. (TSX: IE; NASDAQ: IVAN) (IE-DB.TO) announced that on January 13, 2015, the company received a letter from the Listing Qualifications Department of the NASDAQ Stock Market (Nasdaq) notifying the company that the minimum bid price per share for its common stock was below $1.00 for a period of 30 consecutive business days and that the company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2).

The Nasdaq notification letter makes clear that the company's common shares will continue to trade uninterrupted on the Nasdaq Capital Market under the symbol "IVAN", and does not result in the immediate delisting of the company's common shares. The company's common shares continue to trade on the Toronto Stock Exchange (TSX) under the symbol "IE" and are in full compliance with TSX listing requirements. The company's listing on the TSX is completely independent of, and will not be affected by, the status of its Nasdaq listing.

Ivanhoe Energy has a grace period of 180 calendar days, or until July 13, 2015, to regain compliance with Nasdaq's minimum bid price requirement. If at any time during the 180-day grace period, the minimum closing bid price per share of the company's common stock closes at or above $1.00 for a minimum of 10 consecutive business days, Ivanhoe Energy will regain compliance and the matter will be closed. In the event the company does not regain compliance within this grace period, it may be eligible to receive an additional 180-day grace period; provided that the company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and provides written notice of its intention to cure the minimum bid price deficiency during the second 180-day grace period, by effecting a reverse stock split, if necessary. If it appears to the Nasdaq staff that the company will not be able to cure the deficiency or if the company is not otherwise eligible for the additional grace period, the company's common stock will be subject to delisting by Nasdaq.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

 
On January 13, 2015, Ivanhoe Energy Inc. (the “Company” or “Ivanhoe Energy”) received a letter (the “Notice”) from the Listing Qualifications Department of the NASDAQ Stock Market (“NASDAQ”) notifying the Company that the minimum bid price per share for its common stock was below $1.00 for a period of 30 consecutive business days and that therefore the Company did not meet the minimum bid price requirement set forth in NASDAQ Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”).

The Notice has no effect on the listing of the Company’s common stock on the NASDAQ at this time. In addition, the Company’s common shares are listed and trade on the Toronto Stock Exchange. The Toronto Stock Exchange does not have a minimum bid price per share requirement.

The Notice stated that the Company has been provided 180 calendar days, or until July 13, 2015, to regain compliance with the Minimum Bid Price Rule. If at any time during the 180-day compliance period, the minimum closing bid price per share of the Company’s common stock closes at or above $1.00 for a minimum of 10 consecutive business days, Ivanhoe Energy will regain compliance and the matter will be closed. In the event the Company does not regain compliance by July 13, 2015, it may be eligible to receive an additional 180-day grace period to regain compliance with the Minimum Bid Price Rule; provided that the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the NASDAQ Capital Market, with the exception of the bid price requirement, and provides written notice of its intention to cure the minimum bid price deficiency during the second 180-day period, by effecting a reverse stock split, if necessary. If it appears to the NASDAQ staff that the Company will not be able to cure the deficiency or if the Company is not otherwise eligible for the additional compliance period, the Company’s common stock will be subject to delisting. At such time, the Company may appeal the delisting determination to a Hearings Panel.

The Company intends to continue to monitor the bid price for its common stock. If the Company’s common stock does not trade at a level that is likely to regain compliance with the Minimum Bid Price Rule, the Company’s Board of Directors will consider other options that may be available to achieve compliance.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 30, 2014, Ivanhoe Energy Inc. (the “Company”) announced that its working capital was augmented by a further US$540,000 (approximately C$626,000 million) secured bridge loan provided by Mr. Robert Friedland on December 29, 2014, further details of which are contained in the Company’s October 10, 2014 news release included as an exhibit to the Form 8-K filed on October 14, 2014, and brings the principal amount of Mr. Friedland's short-term loan to US$2.74 million.

The bridge loan bears interest at the rate of 10% per annum, with a maturity of six months from the initial date of advance on Oct. 10, 2014. Mr. Friedland’s loan is secured by a first charge against the assets of the Company, with the exception of all assets and subsidiaries of Ivanhoe Energy Latin America.

VANCOUVER, Dec. 12, 2014 /PRNewswire/ - Ivanhoe Energy Inc. (TSX: IE; NASDAQ: IVAN) (IE-DB.TO) announced today that the company's Board of Directors has been engaged in a process with its financial advisors to devise and implement a strategy to address Ivanhoe's liquidity, funding requirements and capital structure. Strategic and financial alternatives under consideration are focused on relieving the financial burden of the company's current debt structure and obtaining additional financing necessary to fund ongoing operations. The alternatives under discussion and review include the sale of all or a portion of the company's assets, recapitalization, debt restructuring or a combination of the foregoing.

The company also announced that it does not expect to make the cash interest payment (approx. C$2.1 million / US$1.8 million) due on December 31, 2014 in respect of its outstanding 5.75% convertible unsecured subordinated debentures. As previously disclosed in the company's Form 10-Q Interim Report for the period ended September 30, 2014, material uncertainty exists as to the company's ability to access additional financing. Without timely access to additional financing, there is significant doubt as to the company's ability to continue as a going concern.

The company will make additional disclosure respecting the status of this ongoing strategic and financial review process once the Board of Directors decides to pursue a specific transaction or series of transactions, or otherwise determines that disclosure is necessary or appropriate. There can be no assurance that the current process will result in a transaction or, if a transaction is undertaken, that it will be successfully concluded in a timely manner or at all.

• No Revenues
• Net loss per share, from continuing operations basic and diluted was ($5.70) vs. last years same quarter of (0.93)

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 10, 2014, the working capital of Ivanhoe Energy Inc. (the “Company”) was augmented by a US$2.2 million (approximately C$2.4 million) secured bridge loan provided by founder and Executive Co-Chairman, Mr. Robert Friedland. The bridge loan bears interest at the rate of 10% per annum, with a maturity of six months from the date of advance. Mr. Friedland’s loan is secured by a first charge against the assets of the Company, with the exception of all assets and subsidiaries of Ivanhoe Energy Latin America.

CALGARY, Sept. 22, 2014 /PRNewswire/ - Ivanhoe Energy Inc. (TSX: IE; NASDAQ: IVAN) today announced the appointment of Blair Vago as the company's Acting Vice President of Finance and Chief Financial Officer. Mr. Vago, Ivanhoe Energy's Divisional Controller inEcuador, will assume the duties of Vice President of Finance and Chief Financial Officer (CFO) from Greg Phaneuf, whose resignation from the position takes effect on October 10, 2014.

Mr. Vago is a licensed Certified Public Accountant (California) with more than 30 years of experience in finance and accounting. He also has extensive experience in cross-border transactions, merger integration and doing business in Latin America. He has a strong technical understanding of International Financial Reporting Standards (IFRS), U.S. Generally Accepted Accounting Principles (GAAP) and Canadian GAAP.

Mr. Vago's fluency in English and Spanish, and his first-hand experience working with Ivanhoe Energy in Ecuador for the past four years will be very important assets as the company works to deliver its plan and build value for all of Ivanhoe's stakeholders.

Mr. Vago has a Masters of Professional Studies (concentration in accounting, finance and hotel management) from Cornell University,Ithaca, NY, and a Bachelor of Arts from State University of New York, Binghamton, NY.

CALGARY, Sept. 15, 2014 /PRNewswire/ - Ivanhoe Energy Inc. (TSX: IE; NASDAQ: IVAN) announced today that Senior Vice President, Finance and Chief Financial Officer (CFO), Greg Phaneuf, is leaving Ivanhoe Energy to accept a role with another company. Mr. Phaneuf's resignation is effective October 10, 2014 and he will continue in the role until that date to assist the Company with the transition to a new CFO.

We appreciate Greg's efforts on behalf of Ivanhoe Energy and wish him well as he embarks on his new endeavours," said Carlos A. Cabrera, Executive Chairman. "We wish to assure all of our stakeholders that the Company is working through various funding alternatives to allow the Company to execute its business plan."

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

CALGARY, Aug. 14, 2014 /PRNewswire/ - Ivanhoe Energy (IE.TO) (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 INC.

Condensed Consolidated Statements of Loss and Comprehensive Loss

(Unaudited)

CALGARY, July 18, 2014 /PRNewswire/ - Ivanhoe Energy Inc. (TSX: IE) (NASDAQ: IVAN) has scheduled a special meeting of shareholders to be held on August 13, 2014. The purpose of the special meeting is to give shareholders the opportunity to approve a proposal to effect a share consolidation or reverse-split as a means of regaining compliance with NASDAQ's minimum bid price requirements prior to September 2, 2014. Details of the proposal are included in the proxy materials mailed to shareholders of record as of July 11, 2014. The proxy materials have also been filed on SEDAR and EDGAR.

The special meeting has been scheduled to preserve the Company's ability to pursue the consolidation proposal as a viable alternative for regaining compliance with NASDAQ's minimum bid price requirements in a timely manner. The schedule allows sufficient time for the dissemination of the proxy materials to shareholders and, if the consolidation proposal is presented to the shareholders at the special meeting and approved, for the Company's post-consolidation common shares to trade on NASDAQ for a sufficient period of time to re-establish compliance prior to the September 2 deadline.

There may be other alternatives that would permit the Company to regain compliance without pursuing the consolidation proposal, such as the successful execution of a business opportunity resulting in a material appreciation of the market price of the Company's common shares, but there is no assurance that any such alternatives will be available in a timely manner. If, for any reason, the Company does not regain compliance with NASDAQ's minimum bid price requirements in a timely manner because shareholders do not approve the consolidation proposal or for other reasons the Company's common shares may become subject to delisting from NASDAQ. If the Company's common shares are ultimately delisted from NASDAQ the Company intends to maintain its current listing on the Toronto Stock Exchange.

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 
On May 19, 2014, Ivanhoe Energy Inc. (the “Company”) issued a press release announcing the appointment of Greg Phaneuf to the role of Senior Vice President, Finance and Chief Financial Officer, effective June 1, 2014. Prior to Mr. Phaneuf’s nearly four years at the Company in the role of Senior Vice President, Corporate Strategy and Business Development, he was Vice President, Corporate Development for The Churchill Corporation where he led all acquisition and associated fundraising activities. Previous to that, Mr. Phaneuf was Vice President, Finance and Chief Financial Officer of a private energy resource and development company which today has production in excess of 20,000 barrels of oil equivalent per day and Treasurer for Western Oil Sands, where he actively participated in that company's financings, M&A activities and risk management functions. Western ultimately sold to a third party for an enterprise value in excess of $7 billion. Mr. Phaneuf, age 45, holds a Bachelor of Commerce Degree from the University of Saskatchewan and is a member of the Canadian and Alberta Institute of Chartered Accountants and a Chartered Financial Analyst charter holder. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
 
In connection with Mr. Phaneuf’s appointment, the Company and Mr. Phaneuf have agreed to enter into an employment agreement (the “Employment Agreement”). Under the Employment Agreement, Mr. Phaneuf will receive Cdn.$350,000 per year (the “Base Salary”), effective June 1, 2014, and will be eligible to receive payments for meeting certain performance incentives related to projects of the Company. Mr. Phaneuf will remain eligible for discretionary annual awards for incentive compensation under his existing employment agreement with the Company. Mr. Phaneuf will also, subject to the approval of the Board of Directors of the Company, receive an initial grant of incentive stock options exercisable to purchase up to 200,000 common shares of the Company pursuant to the Company’s Employees’ and Directors’ Equity Inventive Plan (the “Plan”) at a price per common share determined in accordance with the terms of the Plan.

Item 8.01 Other Event.

On March 17, 2014, Ivanhoe Energy Inc. (the “Company”) issued a press release announcing that following a thorough review the Company has suspended activity on its current Tamarack oil sand project. A copy of this press release is furnished as Exhibit 99.1 to this report.

The information furnished pursuant to Item 8.01 of this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On September 6, 2013, Ivanhoe Energy Inc. (the “Company”) received a notification letter (the “Notice”) from the Listing Qualifications Department of the NASDAQ Stock Market (“NASDAQ”) notifying the Company that the minimum bid price per share for its common stock fell below $1.00 for a period of 30 consecutive business days and that therefore the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”).

The Notice stated that the Company would be provided 180 calendar days, or until March 5, 2014, to regain compliance with the Minimum Bid Price Rule however the Company did not regain compliance by that time.

NASDAQ has determined that the Company is eligible for an additional 180 calendar day period, or until September 2, 2014, to regain compliance with the Minimum Bid Price Rule. If at any time during this additional period the closing bid price of the Company’s security is at least $1.00 per share for a minimum of 10 consecutive business days, NASDAQ will provide written confirmation of compliance and the matter will be closed.

The Company intends to continue to monitor the bid price for its common stock. If the Company’s common stock does not trade at a level that is likely to regain compliance with the Minimum Bid Price Rule, the Company’s Board of Directors will consider other options that may be available to achieve compliance. If compliance cannot be regained by September 2, 2014, NASDAQ will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal NASDAQ’s determination to a hearings panel.

CALGARY, Dec. 31, 2013 /PRNewswire/ - Ivanhoe Energy Inc. (TSX: IE) (NASDAQ: IVAN) announced today that it received the finalUS$3.7 million in proceeds from Shell China relating to the transfer of the Zitong Block Petroleum Contract.  The funds were released as part of the 2012 China National Petroleum Corporation's cost recovery audit. Proceeds will be added to existing working capital reserves.

IVANHOE ENERGY INC.

Condensed Consolidated Statements of Loss and Comprehensive Loss

(Unaudited)

(See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements)

CALGARY, Aug. 9, 2013 /PRNewswire/ - Ivanhoe Energy Inc. (TSX: IE; NASDAQ: IVAN) announced today that it knows of no reason for the decrease in the Company's share price late in the trading session on August 8, 2013.  There have been no material adverse developments or circumstances with respect to the Company's activities that would explain this sudden drop.

The Ivanhoe Energy executive management team is committed to the Company's success and remains optimistic that 2013 and 2014 will see significant progress in its priority areas.

CALGARY, July 16, 2013 /PRNewswire/ - Ivanhoe Energy Inc. (TSX: IE; NASDAQ: IVAN) announced today that it has established a long-term relationship and negotiated a letter of non-objection regarding the Tamarack project with the Mikisew Cree First Nation.

Ivanhoe Energy has now successfully secured letters of non-objection from five of the seven stakeholders that filed Statements of Concern (SOC) and continues efforts to resolve the final two SOCs.

CALGARY, July 8, 2013 /PRNewswire/ - Ivanhoe Energy Inc. (TSX: IE; NASDAQ: IVAN) announced today that it received $3.6 millionin anticipated holdback proceeds from the transaction with MIE Holdings Corporation (MIE). The receipt of these funds marks the completion of the corporate disposition of Ivanhoe's wholly-owned subsidiary, Pan-China Resources, to MIE.

Ivanhoe Energy is focused on resolving the concerns of the Tamarack project stakeholders, completing partnership discussions inEcuador and commercializing the HTL technology.

CALGARY, July 3, 2013 /PRNewswire/ - Ivanhoe Energy Inc. (TSX: IE; NASDAQ: IVAN) announced today that it received the full US$5 million in holdback proceeds from the transfer of the Zitong Block Petroleum Contract to Shell China.

The Company expects to receive the final US$3.7 million payment from Shell China upon completion of China National Petroleum Corporation's annual cost recovery audit for 2012 expenditures.

CALGARY, May 13, 2013 /PRNewswire/ - Ivanhoe Energy (TSX: IE; NASDAQ: IVAN) announced today that it received confirmation from the NASDAQ Stock Exchange (NASDAQ) that it regained compliance with the $1.00 minimum bid price rule. The Company's common shares maintained a closing bid price of $1.00 per share or greater for the required ten consecutive days, from April 26, 2013to May 9, 2013.

The company continues to make progress on its three main 2013 objectives:

1. Obtaining regulatory approval for the Tamarack project in Canada;
2. Finalizing the partnership and development program for Block 20 in Ecuador; and,
3. Commercialization of its proprietary and patented Heavy-to-Light (HTL) heavy oil partial upgrading process.

CALGARY, May 10, 2013 /PRNewswire/ - Ivanhoe Energy (TSX: IE; NASDAQ: IVAN) announced today that reported allegations contained in a recently filed lawsuit in Vancouver, British Columbia against Ivanhoe Energy, its subsidiaries Ivanhoe Energy Latin America and Ivanhoe Energy Ecuador and shareholder Robert Friedland , are false and without merit.  The new suit, filed by Cotundo Minerales S.A. (Cotundo), an Ecuadorian corporation, contains recycled allegations about Ivanhoe Energy's contract on the Pungarayacu heavy oil field, which were dismissed previously in the United States (U.S.) federal court system.

The previous suit, alleging the same and even more extreme claims against these and other defendants, was filed in 2008 by Cotundo and its principal, Jack Grynberg , in Colorado.  Mr. Grynberg has a long history of filing lawsuits as part of his business activities. The U.S. District Court for the District of Colorado dismissed the claims in September 2009 for lack of jurisdiction, denied the plaintiffs' attempt to have the case transferred to the U.S. District Court for the Eastern District of California, issued sanctions against the associated individuals and companies for making baseless allegations and subsequently ordered them to pay a substantial amount of the defendants' attorneys' fees, which was an unusual step in the U.S. courts. The Colorado District Court's decision rested, in part, on the conclusion that the allegations did not "likely have merit". In July 2012, the U.S. Court of Appeals for the Tenth Circuit strongly affirmed the District Court's rulings in a detailed 50-page written judgment.

The Company intends to vigorously defend the new lawsuit. Ivanhoe Energy does not believe that this lawsuit will impede its initiatives to develop Block 20 (including the Pungarayacu oil field).

First Quarter 2013 Financial Results

CALGARY, April 24, 2013 /PRNewswire/ - 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 Annual General Meeting on Monday April 22, 2013.  The Company's Board of Directors subsequently approved a share consolidation ratio of 1 new common share for every 3 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.

"This consolidation is an important step in our efforts to maintain liquidity and facilitate growth as we develop our world-class assets," said Carlos A. Cabrera , Executive Chairman.  "Ivanhoe Energy is strong and moving forward with our business plan.  We are confident the Company will make progress with priority initiatives, and have positive news, in the months ahead."

The consolidation will reduce the number of outstanding common shares from approximately 344.5 million to approximately 114.8 million.  Proportionate adjustments will be made to the Company's outstanding stock options and restricted share units.  No fractional common shares have been issued pursuant to the consolidation and any fractional shares that would have otherwise been issued have been rounded down or up to the nearest whole number.

The Company has received conditional 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 or about April 26, 2013 under its current NASDAQ and TSX trading symbols, "IVAN" and "IE", respectively.

CALGARY, July 2, 2012 /PRNewswire/ - Ivanhoe Energy Inc. (TSX: IE; NASDAQ: IVAN) announced today that it knows of no reason for the decrease in the Company's share price late in the trading session on June 29, 2012.  There have been no material adverse developments or circumstances with respect to the Company's activities that would explain this sudden drop. Management continues to make steady progress on all of the Company's business initiatives, which will build the foundation for future growth.

The Ivanhoe Energy executive management team have maintained their shareholdings and will increase them over time. This team is committed to the Company's success and remains optimistic that 2012 will see significant progress in many of its projects.

"Our management team remains confident in our ability to grow this Company," said Carlos A. Cabrera, Ivanhoe Energy's Executive Chairman. "Despite the volatility in a number of the financial markets, we are focused and working as a team to deliver results from our world-class assets."

On January 11, 2012, Sunwing Zitong Energy Ltd. (“Sunwing”), a subsidiary of Ivanhoe Energy Inc. (the “Company”), entered into a binding Memorandum of Understanding (the “MOU”) with Shell China Exploration and Production Company Limited (“Shell China”), a subsidiary of Royal Dutch Shell. According to the MOU, subject to government approvals and other prescribed conditions, Sunwing agreed to sell to Shell China 100% of Sunwing’s participating interest in and under the Production Sharing Contract for the Zitong block in China’s Sichuan Basin, dated September 19, 2002, as supplemented and amended by a Supplementary Agreement dated December 30, 2011 (the “Supplementary Agreement”), among Sunwing, China National Petroleum Corporation (“CNPC”) and Mitsubishi Gas Chemical Company, Inc. Shell China agreed to pay as consideration (i) a payment of up to US$85 million as reimbursement for past qualified and recoverable costs incurred, and (ii) a further payment upon closing of up to US$75 million, contingent on the timing of the receipt of full government approvals and third-party consents and waivers for the transaction.

In addition, the MOU sets forth that following completion of the transaction, Shell China will assume the US$20 million performance bond that the Company deposited in December 2011 for the benefit of CNPC pursuant to the Supplementary Agreement. Sunwing and Shell China expect to sign the definitive Purchase and Sale Agreement associated with the proposed transaction by January 23, 2012 and to close the transaction by a deadline of December 31, 2012.

GeoTeam Note: This potential transaction works out to about $0.50 per share.