UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 40-F
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020 Commission file number 001-32929
POLYMET MINING CORP.
(Exact name of Registrant as specified in its charter)
British Columbia, Canada
(Province or other jurisdiction of incorporation or organization)
1000
(Primary Standard Industrial Classification Code)
84-1461363
(I.R.S. Employer Identification No.)
444 Cedar Street, Suite 2060
St. Paul, Minnesota 55101
651-389-4100
(Address and telephone number of Registrant's principal executive offices)
Patrick Keenan
c/o Poly Met Mining, Inc.
444 Cedar Street, Suite 2060
St. Paul, Minnesota 55101
651-389-4100
(Name, address (including zip code), and telephone number
(including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares, without par value | PLM | NYSE American |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this form.
☒ Annual Information Form ☒ Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. 100,733,778
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
☐ Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 40-F ("Amendment No. 1") amends the Annual Report on Form 40-F of PolyMet Mining Corp. (the "Registrant") for the year ended December 31, 2020, which was originally filed with the U.S. Securities and Exchange Commission (the "SEC") on March 18, 2021 (the "Original Annual Report"). This Amendment No. 1 is being filed solely to include Deloitte & Touche LLP's amended audit opinion (filed as Exhibit 99.2 to this Amendment No. 1) to include the year ended December 31, 2019. The original audit opinion referenced the year ended December 31, 2020 only.
Except as described above, the Original Annual Report remains unchanged. This Amendment No. 1 does not reflect events occurring after the filing of the Original Annual Report, or modify or update those disclosures. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Annual Report.
EXHIBIT INDEX
The following exhibits have been filed as part of this Amendment No. 1 to the Annual Report on Form 40-F:
| EXHIBITS | |
| 99.1 * | Annual Information Form for the year ended December 31, 2020 |
| 99.2 | Consolidated Financial Statements for the years ended December 31, 2020 and 2019 |
| 99.3 * | Management's Discussion and Analysis for the years ended December 31, 2020 and 2019 |
| 99.4 * | Mine Safety Disclosure |
| CERTIFICATIONS | |
| 99.5 | Certification of Principal Executive Officer pursuant to 17 C.F.R. 240.13a-14(a) |
| 99.6 | Certification of Principal Financial Officer pursuant to 17 C.F.R. 240.13a-14(a) |
| 99.7 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 17 C.F.R. 240.13a-14(b) and 18 U.S.C. 1350. |
| CONSENTS | |
| 99.8 | Consent of Deloitte & Touche LLP |
| 99.9 * | Consent of Technical Report Author - Zachary J. Black, SME-RM |
| 99.10 * | Consent of Technical Report Author - Jennifer J. Brown, P.G. |
| 99.11 * | Consent of Technical Report Author - Nicholas Dempers, Pr. Eng., SAIMM |
| 99.12 * | Consent of Technical Report Author - Thomas L. Drielick, P.E. |
| 99.13 * | Consent of Technical Report Author - Art S. Ibrado, P.E. |
| 99.14 * | Consent of Technical Report Author – M3 Engineering & Technology Corporation |
| 99.15 * | Consent of Technical Report Author - Thomas J. Radue, P.E. |
| 99.16 * | Consent of Technical Report Author - Jeff S. Ubl, P.E. |
| 99.17 * | Consent of Technical Report Author - Herbert E. Welhener, SME-RM |
| XBRL | |
| 101.INS* | XBRL Instance Document |
| 101.SCH* | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
* Previously filed.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to the Annual Report on Form 40-F to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: November 16, 2021
| POLYMET MINING CORP. | ||
| /s/ Jonathan Cherry | ||
| Name: | Jonathan Cherry | |
| Title: | Chief Executive Officer | |
