SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM F-10
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POLYMET MINING CORP. | ||
(Exact name of Registrant as specified in its charter) |
British Columbia, Canada | 1000 | 84-1461363 |
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Suite 5700 – 100 King Street West |
Toronto, Ontario, Canada M5X 1C7 |
Telephone: (416) 915-4149 |
(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 |
Telephone: (651) 389-4100 | ||
(Name, address, and telephone number of agent for service) | ||
Copies to: | ||
Joseph Walsh, Esq. Troutman Sanders LLP 875 Third Avenue New York, NY 10022 Tel: 212.704.6000 | Denise C. Nawata Farris, Vaughan, Wills and Murphy LLP PO Box 10026, Pacific Centre South 25th Floor, 700 W Georgia Street Vancouver, BC Canada V7Y 1B3 Tel: 604.684.9151 |
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Amount to be registered | Proposed maximum offering price per unit | Proposed maximum aggregate offering price (1) | Amount of registration fee (1) |
Rights | U.S. $265,000,000 | U.S. $32,118 | ||
Common Shares |
(1) | The filing fee of US$32,118 was previously paid. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 of the Securities Act of 1933, as amended (the “Securities Act”). If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this registration statement changes, the provisions of Rule 416 of the Securities Act shall apply to this registration statement. |
Rights Offering | May 24, 2019 |
![](https://capedge.com/proxy/F-10A/0001157523-19-001298/polymet-logo.jpg)
US$265,000,000
Offering of Rights to subscribe for up to 682,813,838 Common Shares
at a Subscription Price of US$0.3881 per Common Share
Offering Price | Proceeds to the Corporation(1) | |
Per Common Share | US$0.3881 | US$0.3681 |
Total | US$265,000,000 | US$251,311,000 |
(1) | After deducting the expenses of the Rights Offering, estimated to be approximately US$6,000,000, and the Standby Fee (as defined herein) equal to 3.00% of the total funds committed by the Standby Purchaser (as defined herein) pursuant to the Standby Commitment (as defined herein). The Standby Fee will be payable in cash in immediately available funds by wire transfer to the account designated by the Standby Purchaser or by set-off (at the option of the Standby Purchaser). |
Banks and Brokers and collect calls 647-931-7454
infoagent@georgeson.com
Year Ended | High ($) | Low ($) | End ($) | Average ($) |
December 31, 2016 | 1.4589 | 1.2544 | 1.3427 | 1.3248 |
December 31, 2017 | 1.3743 | 1.2128 | 1.2986 | 1.2986 |
December 31, 2018 | 1.3642 | 1.2579 | 1.3432 | 1.2957 |
Quarter Ended | ||||
March 29, 2019 | 1.3600 | 1.3095 | 1.3363 | 1.3295 |
1 | |
1 | |
1 | |
2 | |
3 | |
3 | |
5 | |
9 | |
12 | |
13 | |
15 | |
17 | |
19 | |
19 | |
20 | |
21 | |
21 | |
22 | |
23 | |
30 | |
34 | |
37 | |
41 | |
44 | |
49 | |
50 | |
50 | |
50 | |
50 | |
50 | |
51 | |
C-1 |
· | inability to close the Rights Offering resulting in the Standby Purchaser taking all steps it deems advisable, including, without limitation, demanding payment of the Corporation’s indebtedness and enforcing any and all remedies available; |
· | inability to finance project development; |
· | general economic and business conditions, including changes in interest rates and exchange rates; |
· | prices of natural resources, costs associated with mineral exploration and development, and other economic conditions; |
· | natural phenomena; |
· | actions by government authorities, including changes in government regulation; |
· | uncertainties associated with legal proceedings; |
· | changes in the resources market; |
· | future decisions by management in response to changing conditions; |
· | our ability to execute prospective business plans; and |
· | misjudgments in the course of preparing forward-looking statements. |
1. | the 2018 AIF, filed on SEDAR on March 28, 2019; |
2. | our audited consolidated financial statements, filed on SEDAR on March 28, 2019, including notes thereto, as at December 31, 2018 and 2017 and for the twelve months ended December 31, 2018 and eleven months ended December 31, 2017, Management’s Annual Report on Internal Control over Financial Reporting, together with the report of our Independent Registered Public Accounting Firm thereon, and the management’s discussion and analysis relating thereto (the “Annual MD&A”) (collectively, the “Annual Financial Statements”); |
3. | our unaudited condensed interim consolidated financial statements, filed on SEDAR on May 13, 2019, including notes thereto, for the three months ended March 31, 2019, and the management’s discussion and analysis relating thereto (the “Interim MD&A”) (collectively, the “Interim Financial Statements”); |
4. | our management information circular dated May 6, 2019 and filed on SEDAR on May 17, 2019 in connection with our annual and special meeting of shareholders to be held on June 26, 2019; |
5. | our material change report filed on SEDAR on March 25, 2019 announcing the issuance of the U.S. Army Corps of Engineers’ (“USACE”) Record of Decision and Section 404 wetlands permit for the NorthMet Project and the execution of an extension agreement with Glencore with respect to the approximate US$243 million in secured convertible and non-convertible debt owing to Glencore; and |
6. | our material change report filed on SEDAR on May 8, 2019 announcing the filing of the preliminary short form prospectus in connection with the Rights Offering and the entering into of the Standby Purchase Agreement. |
The following is a summary of the principal features of the Rights Offering and should be read together with, and is qualified in its entirety by, the more detailed information and financial data and statements contained elsewhere or incorporated by reference in this prospectus. Certain terms used in this summary and in the prospectus are defined elsewhere herein. | |
Issuer: | PolyMet Mining Corp. |
The Rights Offering: | Rights to subscribe for up to an aggregate of 682,813,838 Common Shares. If additional Common Shares are issued prior to the Record Date pursuant to the exercise or exchange of outstanding warrants or options, additional Rights will be issued. Each Shareholder on the Record Date will receive one Right for each Common Share held. |
Record Date: | June 3, 2019. |
Commencement Date: Expiry Date: | June 5, 2019. June 26, 2019. |
Expiry Time: | 5:00 p.m. (Eastern time) on the Expiry Date. Rights not validly exercised and received by the Subscription Agent before the Expiry Time on the Expiry Date will be void and have no value and will no longer be exercisable for any Common Shares. |
Subscription Price: | US$0.3881 per Common Share. |
Net Proceeds: | Assuming exercise in full of the Rights, approximately US$251,311,000, after deducting the estimated expenses of the Rights Offering of approximately US$6,000,000 and the Standby Fee equal to 3.00% of the total funds committed by Glencore pursuant to the Standby Commitment. |
Basic Subscription Privilege: | Every one (1) Right entitles the holder thereof (other than an Ineligible Holder) to subscribe for 2.119069 Common Shares upon payment of the Subscription Price. Where the exercise of Rights would appear to entitle a holder of Rights to receive fractional Common Shares, the holder’s entitlement will be reduced to the next lowest whole number of Common Shares. The Corporation will not be required to issue fractional Common Shares or pay cash in lieu thereof. See “DESCRIPTION OF OFFERED SECURITIES -- Basic Subscription Privilege”. |
Additional Subscription Privilege: | Holders of Rights who exercise in full the Basic Subscription Privilege for their Rights are also entitled to subscribe pro rata for additional Common Shares, if any, to the extent such additional Common Shares are available and not otherwise purchased pursuant to the Basic Subscription Privilege. See “DESCRIPTION OF OFFERED SECURITIES -- Additional Subscription Privilege”. |
Exercise of Rights: | For all Shareholders whose Common Shares are held in registered form with an address of record in an Eligible Jurisdiction, a Rights Certificate representing the total number of Rights to which such Shareholder is entitled as at the Record Date will be mailed with a copy of this prospectus to each such Shareholder. In order to exercise the Rights represented by the Rights Certificate, such holder of Rights must complete and deliver the Rights Certificate in accordance with the instructions set out under “DESCRIPTION OF OFFERED SECURITIES -- How to Complete the Rights Certificate”. For Common Shares held through a Participant in the book based system administered by CDS or in the book based system administered by DTC, a Shareholder in an Eligible Jurisdiction or an Approved Eligible Holder (as defined herein) may exercise the Rights issued in respect of such Common Shares (under either the Basic Subscription Privilege or the Additional Subscription Privilege) by: (a) instructing the Participant holding such Rights to exercise all or a specified number of such Rights pursuant to the Basic Subscription Privilege, and if desired by such holder, pursuant to the Additional Subscription Privilege; and (b) forwarding to such Participant the Subscription Price for each Common Share that such holder wishes to subscribe for in accordance with the terms of this Rights Offering. Holders that wish to exercise Rights issued in respect of Common Shares held through a Participant should contact such Participant to determine how Rights may be exercised. The entire Subscription Price for any Common Shares purchased must be paid at the time of subscription and must be received by the Subscription Agent at the Subscription Office prior to the Expiry Time on the Expiry Date. Accordingly, subscribers must provide the Participant holding their Rights with instructions and the required payment sufficiently in advance of the Expiry Date to permit proper exercise of their Rights. Participants will have an earlier deadline for receipt of instructions and payment. See “DESCRIPTION OF OFFERED SECURITIES -- Rights Certificate -- Common Shares Held Through CDS”. If your Rights are held of record through DTC, you may exercise your Basic Subscription Privilege or your Additional Subscription Privilege through the DTC’s “PSOP” function by instructing DTC to charge your applicable DTC account for the Subscription Price for the Common Shares and deliver such amount to the Subscription Agent. The Subscription Agent must receive the required subscription documents and the Subscription Price for any Common Shares sufficiently in advance of the Expiry Time on the Expiry Date to permit proper exercise of the Rights. See “DESCRIPTION OF OFFERED SECURITIES -- Rights Certificate -- Common Shares Held Through DTC”. Subscriptions for Common Shares will be irrevocable and subscribers will be unable to withdraw their subscriptions for Common Shares once submitted. See “CANADIAN PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION”. If the delivered Subscription Price is greater than the amount you owe for your subscription, the Subscription Agent will return the excess amount to you by mail, without interest or deduction, promptly after the closing of the Rights Offering, which is anticipated to occur on or about June 28, 2019. If the Rights Offering does not proceed, the Subscription Price made pursuant to the Basic Subscription Privilege and Additional Subscription Privilege will be returned promptly to the subscribers by the Subscription Agent without interest or deduction. See “DESCRIPTION OF OFFERED SECURITIES -- Basic Subscription Privilege” and “-- Additional Subscription Privilege”. |
Shareholders in Ineligible Jurisdictions: | This Rights Offering is made in all of the Eligible Jurisdictions. No subscription under the Basic Subscription Privilege nor under the Additional Subscription Privilege will be accepted from any person, or such person’s agent, who appears to be, or who the Corporation has reason to believe is, an Ineligible Holder, except that the Corporation may accept subscriptions in certain circumstances from persons in such jurisdictions if the Corporation determines that such offering to and subscription by such person or agent is lawful and in compliance with all securities and other laws applicable in the jurisdiction where such person or agent is resident (each, an “Approved Eligible Holder”). No Rights Certificates will be mailed to Ineligible Holders and Ineligible Holders will not be permitted to exercise their Rights unless and until they become Approved Eligible Holders. Holders of Common Shares who have not received Rights Certificates but are resident in an Eligible Jurisdiction or wish to be recognized as Approved Eligible Holders should contact the Subscription Agent at the earliest possible time. Rights of Ineligible Holders will be held by the Subscription Agent until 5:00 p.m. (Eastern time) on June 19, 2019 in order to provide the beneficial holders outside the Eligible Jurisdictions an opportunity to claim the Rights Certificate by satisfying the Corporation that the exercise of their Rights will not be in violation of the laws of the applicable jurisdiction. After such time, the Subscription Agent will attempt to sell the Rights of such registered Ineligible Holders on such date or dates and at such price or prices as the Subscription Agent will determine in its sole discretion. See “DESCRIPTION OF OFFERED SECURITIES -- Ineligible Holders”. |
Standby Commitment: | Under the Standby Purchase Agreement, the Standby Purchaser, subject to certain terms and conditions and limitations, has agreed to exercise its Basic Subscription Privilege in full and to purchase at the Subscription Price, that number of Common Shares equal to the difference, if any, of (x) the total number of Common Shares offered pursuant to the Rights Offering minus (y) the number of Common Shares subscribed for pursuant to the Basic Subscription Privilege and the Additional Subscription Privilege. The Standby Purchaser is not engaged as an underwriter in connection with the Rights Offering and has not been involved in the preparation of, or performed any review of, this prospectus in the capacity of an underwriter. The Standby Purchase Agreement may be terminated by the Standby Purchaser prior to the Expiry Time in certain circumstances. In consideration of the agreement of the Standby Purchaser to purchase the Standby Shares as provided in the Standby Purchase Agreement, the Standby Purchaser will be entitled to a fee equal to 3.00% of the total funds committed by Glencore pursuant to the Standby Commitment. The Standby Fee will be payable, regardless of how many Standby Shares Glencore purchases, in cash in immediately available funds by wire transfer to the account designated by the Standby Purchaser or by set-off (at the option of Glencore). See “STANDBY COMMITMENT”. The Standby Purchaser was previously granted a right of first refusal to provide material financings other than certain forms of equity financing, subject to regulatory approval, as long as it owns 10% or more of the issued and outstanding Common Shares of the Corporation. As long as the Standby Purchaser owns more than 5% of the issued and outstanding Common Shares of the Corporation, it has the right to participate pro rata in any equity-related financing by the Corporation to maintain its ownership interest on a fully diluted basis (currently 44.77% on a partially diluted basis). The Standby Purchaser has waived its right of first refusal with respect to the Rights Offering and the issuance of the Offered Securities subject to revocation upon termination of the Standby Purchase Agreement or breach by the Corporation under the Standby Purchase Agreement. The Standby Purchaser may terminate the Standby Purchase Agreement under certain circumstances. See “STANDBY COMMITMENT”. If the Standby Purchase Agreement is terminated, the Standby Purchaser would no longer be obligated to provide the Standby Commitment or exercise its Basic Subscription Privilege in full. See “RISK FACTORS”. |
Use of Proceeds: | The Corporation intends to use the proceeds of this Rights Offering for: (a) the repayment of the amount that the Corporation is indebted to Glencore under certain debentures which, as at March 31, 2019, is the principal amount of US$165,000,000 plus accrued interest of US$77,774,753, plus additional interest which continues to accrue; (b) the payment of the Standby Fee in full; and (c) payment of expenses of the Rights Offering, which expenses shall be no greater than US$6,000,000. |
Listing: | The TSX has conditionally approved the listing of the Rights and Common Shares issuable upon the exercise of the Rights. The listing is subject to the Corporation fulfilling all of the requirements of the TSX on or before noon on the fifth trading day preceding the record date for the Rights Offering. The Corporation has applied to list the Rights and Common Shares issuable upon the exercise of the Rights on the NYSE American. The approval of such listing will be subject to the Corporation fulfilling all of the listing requirements of the NYSE American. It is expected that the Rights will cease trading on the TSX at noon (Eastern time) on the Expiry Date and on the NYSE American at the close of trading (Eastern time) on the business day immediately preceding the Expiry Date. |
Governance Agreement: | The restrictions set out in Section 3(b) of the Corporate Governance Agreement between Glencore and the Corporation dated July 5, 2013 will be eliminated and replaced in an amended and restated Corporate Governance Agreement to be entered into by Glencore and the Corporation (the “Amended and Restated Corporate Governance Agreement”) upon the closing of the Rights Offering. |
Other Approvals and Consents: | The Rights Offering was not able to proceed without HSR Clearance (as defined below). The issuance and trading of the Rights and completion of the Rights Offering was subject to the expiration or termination of any waiting period and any extension thereof, or any timing agreement or legally binding commitments obtained by request or other action of the U.S. Federal Trade Commission and/or the U.S. Department of Justice, as applicable, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the Rights Offering (the “HSR Clearance”). HSR Clearance was granted on May 20, 2019. |
Risk Factors: | The receipt of Rights and an investment in Common Shares are subject to a number of risk factors. See “RISK FACTORS”. |
Banks and Brokers and collect calls 647-931-7454
infoagent@georgeson.com
Date | |
Date that Rights will be admitted for trading on the TSX | May 31, 2019 |
Date that Rights will be admitted for trading on the NYSE American | May 31, 2019 |
Record Date for participation in the Rights Offering | June 3, 2019 |
Commencement Date of Rights Offering | June 5, 2019 |
Expected Mailing Date of the final short form prospectus and Rights Certificates | June 5, 2019 |
Date on which Sale of Rights of Ineligible Holders by Subscription Agent Begins | June 19, 2019 |
End of trading of Rights on the NYSE American | Close of trading on June 25, 2019 |
End of trading of Rights on the TSX | Noon (Eastern time) on June 26, 2019 |
Expiry Time and Expiry Date | 5:00 p.m. (Eastern time) on June 26, 2019 |
Expected Closing Date of the Rights Offering | June 28, 2019 |
· | 92,836,072 Common Shares currently owned by Glencore representing 28.8% of PolyMet's issued and outstanding Common Shares; |
· | 45,744,217 Common Shares issuable upon the exercise of an exchange warrant (the “Exchange Warrant”) at US$1.2696 per share in exchange for US$25,000,000 initial principal floating rate secured debentures (“Convertible Debt”) plus capitalized and accrued interest as at March 31, 2019. Upon PolyMet giving the Standby Purchaser notice that it has received permits necessary to start construction of the NorthMet Project and availability of senior construction financing in a form reasonably acceptable to the Standby Purchaser, the Standby Purchaser will be required to exchange the debentures for Common Shares. The debentures bear interest at 12-month US dollar LIBOR plus 10%, compounded quarterly. Interest is payable in cash or by increasing the principal amount of the debentures at the Standby Purchaser’s option. At March 31, 2019, US$33,076,858.77 of interest had accrued to the Convertible Debt since inception. The Corporation has provided security on the Convertible Debt covering all of the assets of PolyMet and Poly Met Mining, Inc. (“PMI”), including a pledge of PolyMet’s 100% shareholding in PMI (the “Security Documents”). The Convertible Debt contains certain customary affirmative and negative covenants, including, among other things, with respect to the incurrence of debt and the grant of guarantees by the Corporation and its subsidiaries; |
· | 6,458,001 Common Shares issuable upon the exercise of warrants acquired by Glencore in 2019, which warrants can be exercised at US$0.7368 per Common Share at any time until March 31, 2024 (the “2019 Warrants”); |
· | 7,055,626 Common Shares issuable upon the exercise of warrants acquired by Glencore in 2016, which warrants can be exercised at US$1.00 per Common Share at any time until October 28, 2021 (the “2016-1 Warrants”); and |
· | 625,000 Common Shares issuable upon the exercise of warrants acquired by Glencore in 2016, which warrants can be exercised at US$0.7797 per share at any time until October 28, 2021 (the “2016-2 Warrants”). |
On March 22, 2019, the Corporation entered into an extension agreement with Glencore (the “Extension Agreement”) with respect to the Convertible Debt in the principal amount of US$25,000,000 (with accrued interest through March 31, 2019 of US$33,076,859) and certain non-convertible debentures (the “Non-Convertible Debentures”, together with the Convertible Debt, the “Debentures”) in the principal amount of US$140,000,000 (with accrued interest through March 31, 2019 of US$44,697,894.25), issued by the Corporation pursuant to the 2008 Financing Agreements which were due to mature on March 31, 2019 (the “Glencore Debt”). Glencore agreed to extend the maturity date of the Debentures to provide the Corporation time to prepare for and complete the Rights Offering by June 30, 2019. As part of the terms and conditions of the Extension Agreement, Glencore has the right to terminate the Extension Agreement prior to May 10, 2019 if certain milestones and deadlines are not met, one being that the Corporation had to file the Prospectus and obtain a receipt by May 10, 2019. The right to terminate and the deadline to file the Prospectus and be receipted by May 10, 2019 were subsequently extended by Glencore to May 24, 2019. The parties entered into a further amendment to the Extension Agreement on May 24, 2019 extending the repayment of the Glencore Debt to June 30, 2019 and extending to December 31, 2020 certain of the Corporation’s covenants to Glencore regarding the conduct of its business and not making certain payments other than in the ordinary course.
(1) | As at March 31, 2019, the Glencore Debt was US$242.77 million, with additional interest accruing of approximately US$8.54 million, for total Glencore Debt payable at June 30, 2019 of US$251.3 million. |
the quality of its nickel concentrate product: approx. US$150,000(2)
(1) | To date, approximately US$900,000 has been incurred by the Corporation. |
(2) | To date, approximately US$150,000 has been incurred by the Corporation. |
Three months ended March 31, 2019 (1) | Twelve months ended December 31, 2018 (2) | Eleven months ended December 31, 2017 (3) | |
Salaries and other short-term benefits | US$1,249 | US$1,956 | US$1,898 |
Other long-term benefits | 14 | 44 | 42 |
Share-based payment(4) | 1,294 | 1,680 | 836 |
Total | US$2,557 | US$3,680 | US$2,776 |
(1) | Three months ended March 31, 2019 includes Directors (Dennis Bartlett, Jonathan Cherry, Mike Ciricillo, David Dreisinger, W. Ian L. Forrest, Helen Harper, Alan R. Hodnik, Stephen Rowland and Michael M. Sill) and senior management (Jonathan Cherry, Patrick Keenan and Bradley Moore). |
(2) | Twelve months ended December 31, 2018 includes Directors (Dennis Bartlett, Jonathan Cherry, Mike Ciricillo, David Dreisinger, W. Ian L. Forrest, Helen Harper, Alan R. Hodnik, Stephen Rowland and Michael M. Sill) and senior management (Jonathan Cherry, Patrick Keenan and Bradley Moore). |
(3) | Eleven months ended December 31, 2017 includes Directors (Dennis Bartlett, Jonathan Cherry, Mike Ciricillo, Matthew Daley, David Dreisinger, W. Ian L. Forrest, Helen Harper, Alan R. Hodnik, Stephen Rowland and Michael M. Sill) and senior management (Jonathan Cherry, Patrick Keenan, Douglas Newby and Bradley Moore). |
(4) | Share-based payment represents the amount capitalized or expenses during the period. |
Date | Number and Type of Security Issued | Issue/Exercise Price | Type of Issuance |
April 22, 2019 | 26,250 Common Shares | N/A | Extension of option agreement for land purchase(1) |
March 29, 2019 | 6,458,001 Common Share Purchase Warrant | US$0.7368 per Common Share | Extension Agreement for Glencore Debt (2) |
March 26, 2019 | 39,391 Common Shares | N/A | Release of RSUs (3) |
January 30, 2019 | 7,800 Common Shares | U$0.7110 | Exercise of Stock Options(4) |
January 28, 2019 | 100,000 Common Shares | U$0.7110 | Exercise of Stock Options(4) |
January 25, 2019 | 3,832 Common Shares | U$0.7110 | Exercise of Stock Options(4) |
January 23, 2019 | 78,539 Common Shares | U$0.7110 | Exercise of Stock Options(4) |
January 21, 2019 | 26,250 Common Shares | N/A | Extension of option agreement for land purchase(1) |
January 17, 2019 | 10,000 Common Shares | US$0.7110 | Exercise of Stock Options(4) |
January 7, 2019 | 102,921 Common Shares | N/A | Performance Awards(5) |
January 7, 2019 | 200,000 Common Shares | US$0.7110 | Exercise of Stock Options(6) |
January 7, 2019 | 438,452 Common Shares | N/A | Release of RSUs (7) |
November 6, 2018 | 500,000 Common Shares | US$1.00 | Exercise of Warrants(8) |
October 22, 2018 | 26,250 Common Shares | N/A | Extension of option agreement for land purchase(1) |
September 7, 2018 | 100,000 Common Shares | US$0.61 | Exercise of Stock Options(9) |
July 23, 2018 | 26,250 Common Shares | N/A | Extension of option agreement for land purchase(1) |
June 15, 2018 | 26,250 Common Shares | N/A | Extension of option agreement for land purchase(1) |
June 15, 2018 | 109,290 Common Shares | N/A | Release of RSUs (10) |
(1) | Through its wholly-owned U.S. subsidiary, PMI, the Corporation entered into agreements with Burns Enterprise, LLC (“Burns”) for the extension of the option to purchase certain land in Minnesota and as further consideration for the extension, granted to Burns 26,250 Common Shares every three months, pending the extension of the option. |
(2) | As further consideration for the extension of the Glencore Debt. |
(3) | RSUs granted March 10, 2011 released upon receipt of final permit to construct and operate the NorthMet Project. |
(4) | Options granted January 30, 2009 at an exercise price of US$0.7110 that expired on January 30, 2019. |
(5) | Performance Awards issued pursuant to the Omnibus Plan issued to employees based on year-end performance. |
(6) | Options granted February 17, 2009 at an exercise price of US$0.7110 that expired on February 17, 2019. |
(7) | RSUs granted January 5, 2017 with a vesting date provision of January 5, 2019. |
(8) | Warrants exercised in connection with the October 2016 private placement at an exercise price of US$1.00. |
(9) | Options granted June 15, 2017 at an exercise price of US$0.61 that expire on June 15, 2022. |
(10) | RSUs granted June 15, 2017, with a vesting date provision of 1/3 annually from the date of grant. |
Month Ended | TSX | NYSE American | ||||
High | Low | Total Volume | High | Low | Total Volume | |
(CDN$) | (CDN$) | (#) | (US$) | (US$) | (#) | |
May 1 – 23, 2019 | 0.74 | 0.63 | 333,600 | 0.56 | 0.46 | 6,335,917 |
April 30, 2019 | 0.90 | 0.64 | 748,350 | 0.70 | 0.47 | 20,432,767 |
March 31, 2019 | 1.22 | 0.86 | 345,850 | 0.91 | 0.64 | 21,107,673 |
February 28, 2019 | 0.98 | 0.86 | 158,200 | 0.78 | 0.66 | 5,764,902 |
January 31, 2019 | 1.13 | 0.98 | 104,200 | 0.85 | 0.72 | 6,408,850 |
December 31, 2018 | 1.15 | 0.98 | 70,480 | 0.88 | 0.80 | 8,148,062 |
November 30, 2018 | 1.60 | 1.06 | 478,930 | 1.25 | 0.80 | 14,628,844 |
October 31, 2018 | 1.32 | 1.16 | 88,601 | 1.05 | 0.88 | 4,300,785 |
September 30, 2018 | 1.34 | 1.06 | 122,030 | 1.05 | 0.80 | 5,171,087 |
August 31, 2018 | 1.16 | 1.01 | 64,890 | 0.90 | 0.79 | 3,970,902 |
July 31, 2018 | 1.30 | 1.02 | 99,505 | 1.00 | 0.79 | 4,681,453 |
June 30, 2018 | 1.51 | 0.98 | 808,320 | 1.15 | 0.75 | 13,043,697 |
May 31, 2018 | 1.10 | 0.95 | 136,235 | 0.85 | 0.75 | 3,152,614 |
By Registered Mail, Hand or Courier | By Mail | |
Computershare Investor Services Inc. 8th Floor 100 University Avenue Toronto, Ontario M5J 2Y1 Attention: Corporate Actions | Computershare Investor Services Inc. P.O. Box 7021 31 Adelaide Street East Toronto, Ontario M5C 3H2 Attention: Corporation Actions |
Banks and Brokers and collect calls: 647-931-7454
infoagent@georgeson.com
1. | Form 1 — Basic Subscription Privilege. The maximum number of Rights that may be exercised pursuant to the Basic Subscription Privilege is shown in the box on the upper right hand corner of the face of the Rights Certificate. Form 1 must be completed and signed to exercise all or some of the Rights represented by the Rights Certificate pursuant to the Basic Subscription Privilege. If Form 1 is completed so as to exercise some but not all of the Rights represented by the Rights Certificate, the holder of the Rights Certificate will be deemed to have waived the unexercised balance of such Rights, unless the Subscription Agent is otherwise specifically advised by such holder at the time the Rights Certificate is surrendered that the Rights are to be transferred to a third party or are to be retained by the holder. |
2. | Form 2 — Additional Subscription Privilege. Complete and sign Form 2 on the Rights Certificate only if you also wish to participate in the Additional Subscription Privilege. See “-- Additional Subscription Privilege”. |
3. | Form 3 — Transfer of Rights. Complete and sign Form 3 on the Rights Certificate only if you wish to transfer the Rights. Your signature must be guaranteed by a Schedule I bank, a major trust company in Canada, or a member of an acceptable Medallion Signature Guarantee Program, including STAMP, SEMP, and MSP (for Canadian Shareholders). Members of STAMP are usually members of a recognized stock exchange in Canada or members of the Investment Industry Regulatory Organization of Canada. The guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. In the United States, your signature must be guaranteed by a member of an acceptable Medallion Signature Guarantee Program only. It is not necessary for a transferee to obtain a new Rights Certificate to exercise the Rights, but the signatures of the transferee on Forms 1 and 2 must correspond in every particular with the name of the transferee (or the bearer if no transferee is specified) as the absolute owner of the Rights Certificate for all purposes. If Form 3 is completed, the Subscription Agent will treat the transferee as the absolute owner of the Rights Certificate for all purposes and will not be affected by notice to the contrary. |
4. | Form 4 — Dividing or Combining. Complete and sign Form 4 on the Rights Certificate only if you wish to divide or combine the Rights Certificate, and surrender it to the Subscription Agent at the Subscription Office. Rights Certificates need not be endorsed if the new Rights Certificate(s) are issued in the same name. The Subscription Agent will then issue a new Rights Certificate in such denominations (totalling the same number of Rights as represented by the Right(s) Certificates being divided or combined) as are required by the Rights Certificate holder. Rights Certificates must be surrendered for division or combination in sufficient time prior to the Expiry Time to permit the new Rights Certificates to be issued to and used by the Rights Certificate holder. |
5. | Payment. Enclose payment in U.S. funds by certified cheque, bank draft, bank transfer or money order payable to the order of “Computershare Investor Services Inc.”. The amount of payment will be US$0.3881 per Common Share. Payment must also be included for any Additional Shares subscribed for under the Additional Subscription Privilege. |
6. | Deposit. Deliver or mail the completed Rights Certificate in the enclosed return envelope addressed to the Subscription Agent to be received by the Subscription Office listed above before the Expiry Time on the Expiry Date. At the same time, please send pdf copy of the completed Rights Certificate by email to depositoryparticipant@computershare.com of the completed Rights Certificate If mailing, registered mail is recommended. Please allow sufficient time to avoid late delivery. The signature of the Rights Certificate holder must correspond in every particular with the name that appears on the face of the Rights Certificate. |
(a) | to persons or entities that are “qualified investors” as defined in the Prospectus Directive; |
(b) | to fewer than 150, natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive); or |
(c) | in any other circumstances falling within Article 3(2) of the Prospectus Directive, |
(a) | by giving written notice to the Corporation at any time prior to, but not after, the date on which the final prospectus and registration statement is mailed to the holders in the Eligible Jurisdictions if: |
(i) | the Corporation has committed a breach of the Standby Purchase Agreement (which shall include, for the avoidance of doubt, any breach of any representations or warranties set out in the Standby Purchase Agreement) and, if capable of cure, has not cured it within a reasonable time; or |
(ii) | a “Triggering Event” (as defined in the Extension Agreement) has occurred, which includes any of the following; |
(A) | a default in the payment of any amount due and payable to the Standby Purchaser pursuant to the Extension Agreement, any documents with respect to the Glencore Debt or any future agreement between the Standby Purchaser or the Corporation and/or PMI; |
(B) | the Corporation and/or PMI fails or neglects to observe or perform in any material manner any term, covenant, condition or obligation contained or referred to in the Extension Agreement or any documents with respect to the Glencore Debt or such person, or a “default”, “event of default”, “Default” or “Event of Default” occurs under any of the foregoing documents or agreements, including any documents with respect to the Glencore Debt, whereby “default”, “event of default”, “Default” or “Event of Default” includes the following: (i) a default in payment of any principal amount due under the 2008 Financing Agreements; (ii) a default in payment of any interest or other amount due under the 2008 Financing Agreements which default continues for more than five business days after the due date of the Convertible Debt; (iii) a default in the timely issuance of the underlying securities upon and in accordance with the terms of the Exchange Warrants, which default continues for five business days after the Corporation has received written notice informing the Corporation that it has failed to issue shares or deliver share certificates within the fifth day following the exercise date; (iv) failure by the Corporation or PMI for fifteen (15) days after written notice has been received by the Corporation or PMI, as applicable, to comply with any material provision of any of the 2008 Financing Agreements (including the failure of PMI to make a “Change in Control Offer” as defined in the 2008 Financing Agreements); (v) a material breach by the Corporation or PMI of its covenants, representations or warranties in the 2008 Financing Agreements; (vi) any default after any cure period under, or acceleration prior to maturity of, any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Corporation or PMI for in excess of One Million U.S. Dollars (US$1,000,000) or for money borrowed the repayment of which is guaranteed by the Corporation or PMI for in excess of One Million U.S. Dollars (US$1,000,000), whether such indebtedness or guarantee now exists or shall be created thereafter; (vii) if the Corporation or PMI is subject to any “Bankruptcy Event” as defined in the 2008 Financing Agreements; (viii) if a judgment or order is obtained against the Corporation or PMI which has or would have a “Material Adverse Effect” (as defined in the 2008 Financing Agreements), and, if such judgment or order is for the payment of money, the judgment or order has not been dismissed, stayed or satisfied within twenty (20) days of the date that such judgment or order is issued; (ix) if any material permit or license or material agreement of the Corporation or PMI expires or is withdrawn, cancelled, terminated, or modified (and such expiry, withdrawal, cancellation, termination or modification would have a Material Adverse Effect) and is not reinstated or replaced within thirty (30) days thereafter without material impairment of the property or business of the Corporation or PMI; (x) a final judgment, writ of execution, garnishment or attachment or similar process is issued or levied against any property of the Corporation or PMI having a fair market value in excess of One Million U.S. Dollars (US$1,000,000) and such judgment, writ, execution, garnishment, attachment or similar process is not released, bonded, satisfied, discharged, vacated or stayed within forty-five (45) days after its entry, commencement or levy; (x) solely with respect to Principal Amounts (as defined in the 2008 Financing Agreements) held by Glencore, a material breach by the Corporation of its covenants, representations or warranties in the Marketing Agreement, Copper Offtake Agreement or Nickel Offtake Agreement as contemplated pursuant to the 2008 Financing Agreements; or (xi) the post-closing covenants of the Corporation or PMI set out in the 2008 Financing Agreements have not been performed within thirty (30) days of the date thereof (and for greater certainty, all such payments due pursuant to the 2008 Financing Agreements have been extended to the closing of the Rights Offering); or |
(C) | any of the steps listed in Schedule A to the Extension Agreement is not achieved by the deadline in respect thereof (for the avoidance of doubt, unless waived); or |
(iii) | the Corporation or one of its Affiliates has committed a breach of any other material agreement between the Corporation and/or its Affiliates (as defined in the Standby Purchase Agreement) on the one hand and the Standby Purchaser and/or its Affiliates (as defined in the Standby Purchase Agreement) on the other hand and if capable of cure, has not been cured in the time permitted under the applicable agreement; |
(b) | the Corporation fails to: |
(i) | obtain final listing approval from the TSX and the NYSE American for the Rights at least two days prior to the date named as the Record Date in this prospectus; |
(ii) | obtain conditional listing approval from the TSX and NYSE American in respect of the Common Shares issuable upon exercise of the Rights and the Standby Shares, prior to or on the completion of the Rights Offering, subject to receipt of customary final documentation; and |
(iii) | satisfy any of the applicable conditions set out in the Standby Purchase Agreement on or before the completion of the Rights Offering, including that the Rights Offering closing occurs on or before June 30, 2019; |
(c) | the Common Shares are de-listed or suspended or halted for trading for a period greater than one business day for any reason by the TSX or NYSE American at any time; or |
(d) | if the Rights Offering is otherwise terminated or cancelled. |
(a) | the parties’ obligations under the Standby Purchase Agreement will cease immediately, except certain customary sections of the Standby Purchase Agreement including the definitions, the confidentiality provisions, indemnification provisions and general provisions; |
(b) | neither the Corporation nor the Standby Purchaser will have any claim against each other, provided however, that this limitation will not apply in respect of: (x) any fraud; or (y) a breach of the Standby Purchase Agreement which occurred on or prior to the termination of the Standby Purchase Agreement (which fraud or breach and liability therefore are not affected by the termination of the Standby Purchase Agreement); and |
(c) | the applications for the listing of the Offered Securities shall be withdrawn and the Corporation shall procure that the listing will not become effective (except to the extent such listing has already become effective). |
By: (Signed) Jonathan Cherry President and Chief Executive Officer | By: (Signed) Patrick Keenan Chief Financial Officer |
By: (Signed) W. Ian L. Forrest Director | By: (Signed) David Dreisinger Director |
![](https://capedge.com/proxy/F-10A/0001157523-19-001298/shorecrest_logo.jpg)
![](https://capedge.com/proxy/F-10A/0001157523-19-001298/georgeson_logo.jpg)
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
Exhibit Number | Description |
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
POLYMET MINING CORP | |||
By: | /s/ Patrick Keenan | ||
Name: | Patrick Keenan | ||
Title: | Chief Financial Officer |
Signature | Title | Date | |
/s/ Jonathan Cherry | President, Chief Executive Officer | May 24, 2019 | |
Jonathan Cherry | (Principal Executive Officer) and Director | ||
/s/ Patrick Keenan | Chief Financial Officer (Principal | May 24, 2019 | |
Patrick Keenan | Financial and Accounting Officer) | ||
* | Chairman and Director | May 24, 2019 | |
W. Ian L. Forrest | |||
* | Director | May 24, 2019 | |
Dennis Bartlett | |||
* | Director | May 24, 2019 | |
Mike Ciricillo | |||
* | Director | May 24, 2019 | |
David Dreisinger | |||
* | Director | May 24, 2019 | |
Helen Harper | |||
* | Director | May 24, 2019 | |
Alan R. Hodnik | |||
* | Director | May 24, 2019 | |
Stephen Rowland | |||
* | Director | May 24, 2019 | |
Michael M. Sill | |||
* By: /s/ Patrick Keenan | May 24, 2019 |
POLYMET MINING CORP | |||
By: | /s/ Ryan Vogt | ||
Name: | Ryan Vogt | ||
Title: | Corporate Controller |