PolyMet Mining Corp. (“PolyMet” or the “company”) (TSX: POM;
NYSE American: PLM) has filed a short form final prospectus with
securities regulatory authorities in each of the Canadian
provinces, and an amendment to its registration statement on Form
F-10 with the U.S. Securities and Exchange Commission (“SEC”) in
respect of an offering of rights (“Rights”) to purchase common
shares of the company to raise approximately US$265 million in
gross proceeds (the “Rights Offering”).
Summary of Rights
Pursuant to the Rights Offering, all eligible registered
shareholders of PolyMet (subject to applicable law) will receive
one Right for every common share of PolyMet owned on the record
date of June 3, 2019 (the “Record Date”). For each Right held,
holders are entitled to acquire 2.119069 new common shares of
PolyMet at US$0.3881 per share (the “Rights Price”). The Rights
Offering includes an additional subscription privilege entitling
holders of Rights who have fully exercised their Rights to
subscribe for additional common shares, if available, that were not
otherwise subscribed for under the Rights Offering.
Subject to applicable law, all PolyMet shareholders will have
the choice to participate and, by exercising all of their Rights,
maintain their existing levels of ownership. Rights holders can, in
whole or in part, exercise their Rights and subscribe for common
shares, or sell or assign their Rights to another party (who wishes
to subscribe for new PolyMet common shares). PolyMet has applied to
have the Rights listed for trading on both the Toronto Stock
Exchange (“TSX”) and NYSE American.
As previously disclosed, PolyMet has entered into a standby
purchase agreement (the "Standby Purchase Agreement") pursuant to
which Glencore AG (“Glencore”), subject to certain terms and
conditions and limitations, has agreed to exercise its basic
subscription privilege in full and to purchase at the Rights 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 Commitment”). As a result,
subject to the satisfaction of the terms and conditions of the
Standby Purchase Agreement, the Rights Offering will be fully
backstopped by Glencore. Glencore will be entitled to a fee (the
“Standby Fee”) at the closing of the Rights Offering of
approximately US$7.7 million which is equal to 3.0 percent of the
total funds committed by Glencore.
The company intends to use the proceeds of the Rights Offering
for: (a) the repayment of the amount that the company 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
“Proceeds from the rights offering, which is fully back stopped
by Glencore, will be used to pay off our outstanding debt. This
strengthening of our balance sheet will help clear the pathway to
construction financing for the NorthMet Project, a process which is
likely to take several months,” said Jon Cherry, president and CEO.
“Work is currently underway to advance project planning and
development, which was helped considerably by the issuance of the
federal wetlands permit in March, which brought the project to a
fully permitted status.
“As one of the world’s leading mining companies and our largest
shareholder, we appreciate Glencore’s longstanding technical and
financial support of the project,” Cherry said. “We look forward to
working with Glencore to establish Minnesota’s first copper-nickel
By virtue of its 28.8 percent shareholding in PolyMet, Glencore
is a related party to the company, and the Rights Offering, as a
result of the Standby Commitment, is a related party transaction
pursuant to Multilateral Instrument 61-101 – Protection of Minority
Securityholders in Special Transactions ("MI 61-101"). However, the
Rights Offering is exempt from the formal valuation and minority
shareholder approval requirements under MI 61-101 pursuant to
section 5.1(k)(ii) of MI 61-101.
Rights Offering Details
What is a Rights Offering?
In a Rights Offering, all eligible shareholders on the Record
Date get the same pro rata right to participate in the financing on
the same terms.
How many common shares will I be able to subscribe for and what
will it cost?
For each common share you hold on the Record Date you will
receive one Right. For every Right, you will be able to subscribe
for 2.119069 new common shares (subject to applicable law) at
US$0.3881. For example, if you own 1,000 shares, you will receive
1,000 rights which allow you to subscribe for 2,119 new common
shares for a total cost of US$822.38.
What is the Record Date and Expiry Time and Expiry Date?
The Record Date of the Rights Offering is 5:00 p.m. (Eastern
time) on June 3, 2019. The expiry time (the “Expiry Time”) and
expiry date (the “Expiry Date”) of the Rights Offering are 5:00 pm
(Eastern time) on June 26, 2019. Rights not exercised before the
Expiry Time on the Expiry Date will be void and of no value.
How much will the Rights Offering raise and for what will the
funds be used?
As a result of Glencore agreeing to backstop the Rights
Offering, it is expected that the gross proceeds from the Rights
Offering shall be sufficient to repay in its entirety the debt owed
by the company to Glencore, which is estimated to be approximately
US$251.3 million at the time of closing of the Rights Offering. The
remaining gross proceeds will be used for the Standby Fee of
approximately US$7.7 million and expenses with respect to the
Rights Offering, anticipated to be approximately US$6.0
What will happen to my current Common Shares if I do not
participate in the Rights Offering?
If you do not exercise all of your Rights pursuant to the basic
subscription privilege, your equity ownership in the company will
be diluted by the issuance of common shares upon the exercise of
Rights by other shareholders, which dilution may be
Can I sell my Rights?
Yes, if you do not wish to exercise your Rights in full you will
be able to either assign or sell some or all of your Rights. The
TSX has provided conditional approval for trading of the Rights,
which will commence on June 5, 2019 as TSX:POM.RT subject to
PolyMet’s satisfaction of the listing conditions of the TSX.
PolyMet will apply 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 PolyMet fulfilling all of the
listing requirements of the NYSE American.
Can I subscribe for more common shares?
Possibly. All shareholders have an additional subscription
privilege that allows those shareholders who fully exercise their
Rights to acquire any PolyMet common shares issuable under this
Rights Offering that are not subscribed for prior to the Expiry
Date. The allocation of the additional subscription privilege will
be pro rata to the total number of additional subscriptions and the
number of common shares originally held by those who apply for
How do I pay for my common shares?
If you are a registered shareholder you will pay the
subscription agent, being Computershare Investor Services Inc., in
Toronto, Canada, directly. If you hold your shares through an
intermediary in “street name” your intermediary should pay for the
common shares in accordance with your instructions.
As a Beneficial Shareholder what should I do if I want to
participate in the Rights Offering?
If you hold your common shares through a CDS or DTC Participant,
such as a securities broker or dealer, bank, trust company or other
intermediary, then the CDS or DTC Participant must exercise Rights
on your behalf and Shareholders must arrange purchases or transfers
of Rights through their own CDS or DTC Participant. If you wish to
participate in the Rights Offering, please contact the CDS or DTC
Participant who holds your common shares as soon as possible.
What if I reside in an Ineligible Jurisdiction (other than
Canada and the United States)?
Persons located in certain Ineligible Jurisdictions outside of
Canada and the United States may be able to exercise the Rights and
purchase common shares provided that they furnish evidence
reasonably satisfactory to the company that they are permitted
under applicable laws to participate in the Rights Offering. We
urge you to contact your bank or broker or contact either the
Shorecrest Group or the Georgeson Group for assistance in
participating (see contact details below).
When will I receive additional information?
A Rights certificate and a prospectus will be mailed to each
eligible registered shareholder shortly following the Record Date.
Beneficial shareholders will receive materials and instructions
directly from their intermediaries. The prospectus is currently
available on SEDAR at www.sedar.com under the company’s
Where can I find additional details?
Further details concerning the Rights Offering, including the
terms of the Standby Purchase Agreement are contained in the
company's short form final prospectus which is available on the
company's SEDAR profile and in the company’s Form F-10, as amended,
filed with the SEC on EDGAR (available at www.sec.gov). The
foregoing description of certain terms of the Standby Purchase
Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of such agreements to be
filed by PolyMet under its profile at www.sedar.com.
Who can I call if I have additional questions?
Shareholders in North America should direct questions to
Shorecrest Group at:
North American Toll-Free 1-888-637-5789Banks
and Brokers and collect calls 647-931-7454Email at
email@example.com | www.shorecrestgroup.com
Shareholders outside of North America should direct questions to
Shareholders, Banks and Brokers +44 207 019
This news release does not constitute an offer to sell, nor
the solicitation of an offer to buy, the securities in any
jurisdiction; nor shall there be any sale of securities mentioned
in this news release in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such
About PolyMetPolyMet Mining Corp. (www.polymetmining.com)
is a publicly traded mine development company that owns 100 percent
of Poly Met Mining, Inc., a Minnesota corporation that controls 100
percent of the NorthMet copper-nickel-precious metals ore body
through a long-term lease, and owns 100 percent of the former LTV
Steel Mining Company processing facility, located approximately
seven rail miles from the ore body in the established mining
district of the Mesabi Iron Range in northeastern Minnesota. Poly
Met Mining, Inc. has completed its Definitive Feasibility Study and
received all permits necessary to construct and operate the
NorthMet Project. NorthMet is expected to require approximately two
million hours of construction labor, create approximately 360
long-term jobs directly, and generate a level of activity that will
have a significant multiplier effect in the local economy.
PolyMet DisclosuresThis news release contains certain
forward-looking statements concerning anticipated developments in
PolyMet’s operations in the future. Forward-looking statements are
frequently, but not always, identified by words such as “expects,”
“anticipates,” “believes,” “intends,” “estimates,” “potential,”
“possible,” “projects,” “plans,” and similar expressions, or
statements that events, conditions or results “will,” “may,”
“could,” or “should” occur or be achieved or their negatives or
other comparable words. These forward-looking statements may
include statements regarding the ability to receive environmental
and operating permits, job creation, and the effect on the local
economy, or other statements that are not a statement of fact.
Forward-looking statements address future events and conditions and
therefore involve inherent known and unknown risks and
uncertainties. Actual results may differ materially from those in
the forward-looking statements due to risks facing PolyMet or due
to actual facts differing from the assumptions underlying its
PolyMet’s forward-looking statements are based on the beliefs,
expectations and opinions of management on the date the statements
are made, and PolyMet does not assume any obligation to update
forward-looking statements if circumstances or management’s
beliefs, expectations and opinions should change.
Specific reference is made to risk factors and other
considerations underlying forward-looking statements discussed in
PolyMet’s most recent Annual Report on Form 40-F for the
fiscal year ended December 31, 2018, and in our other filings with
Canadian securities authorities and the U.S. Securities and
The Annual Report on Form 40-F also contains the company’s
mineral resource and other data as required under National
The TSX has not reviewed and does not accept responsibility for
the adequacy or accuracy of this release.
PolyMet has filed a registration statement, including a
prospectus (File No. 333-231254), with the U.S. Securities and
Exchange Commission, for the offering to which this communication
relates. Before investing, prospective investors should read the
prospectus in that registration statement and other documents the
issuer has filed with the U.S. Securities and Exchange Commission,
for more complete information about PolyMet and this offering. The
documents are available free of charge by visiting EDGAR on the
U.S. Securities and Exchange Commission website at
www.sec.gov. Alternatively, PolyMet will arrange to send
you the prospectus if you request it by calling +1 (416)
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version on businesswire.com: https://www.businesswire.com/news/home/20190524005451/en/
MediaBruce Richardson, Corporate CommunicationsTel: +1
Investor RelationsTony Gikas, Investor RelationsTel: +1
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