PolyMet Mining Corp. (TSX:POM)(NYSE Amex:PLM) ("PolyMet" or the
"Company") has closed its previously announced private placement
(the "Offering") with Glencore AG, a wholly-owned subsidiary of
Glencore International plc ("Glencore"), issuing 13,333,333 common
shares of the Company (the "Shares") at US$1.50 per Share, for
gross proceeds of US$20 million, and warrants to purchase 2,600,000
common shares of PolyMet at US$1.50 per share at any time until
December 31, 2015, subject to mandatory exercise if certain
conditions are met.
Approximately US$7.0 million of the proceeds from the Offering
will be used to repay outstanding notes to Cliffs Natural Resources
Inc. The balance will be for environmental review, permitting and
other project costs.
The previously announced amendments to PolyMet's existing
secured exchangeable debentures (the "Debentures") issued to
Glencore and the amendments to the terms of the warrants issued to
Glencore in November 2010 have also been completed.
Glencore Financing
With completion of the Offering, Glencore has purchased common
shares of PolyMet in the aggregate amount of US$65.0 million and
has loaned US$28.5 million (including capitalized interest as of
November 30, 2011) of Debentures.
Glencore now owns an aggregate of 41,967,842 common shares of
PolyMet, representing 24.1% of the 174,459,124 common shares
outstanding. In addition, Glencore has certain rights and
obligations comprising:
-- Pursuant to the private placement completed in 2010, Glencore agreed to
acquire an additional 5 million common shares of PolyMet at US$2.00 per
share no later than October 15, 2012;
-- Glencore holds US$28.5 million in Debentures which are payable on the
earlier of i) PolyMet giving Glencore ten days notice that PolyMet has
received permits necessary to start construction of its NorthMet project
and availability of senior construction finance, in a form reasonably
acceptable to Glencore (the "Early Maturity Event"), and ii) September
30, 2014. The initial principal and capitalized interest will be
exchanged into common shares of PolyMet at US$1.50 per share upon
occurrence of the Early Maturity Event and may be exchanged by Glencore
at any time at the same price per share for an additional 19,031,770
common shares of PolyMet; and
-- PolyMet has issued to Glencore warrants to purchase 5,600,000 common
shares of PolyMet at US$1.50 per share at any time until December 31,
2015, subject to mandatory exercise if the 30-day volume weighted
average price of PolyMet shares is equal to or greater than 150% of the
exercise price and PolyMet provides notice to Glencore that it has
received permits necessary to start construction of its North Met
Project and availability of senior construction finance, in a form
reasonably acceptable to Glencore. Following satisfaction of the
conditions for mandatory exercise, if Glencore does not elect to
exercise the warrants, the warrants will expire.
On a partially diluted basis, assuming that all such common
shares are acquired by Glencore under the existing agreements, but
excluding issuance of shares committed to others under existing
share compensation agreements, Glencore would hold a total of
71,599,612 common shares representing approximately 35.1% of
PolyMet's partially diluted common shares.
Glencore acquired the Shares in the ordinary course of
Glencore's business and may from time to time acquire additional
securities of PolyMet and/or its subsidiaries, dispose of some or
all of the existing or additional securities it holds or will hold,
or may continue to hold its then current position. Persons who wish
to obtain a copy of the early warning report to be filed by
Glencore in connection with this transaction may obtain a copy of
such report from www.sedar.com or by contacting PolyMet's
representative listed below.
The Shares have not been registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption under the
Securities Act and applicable state laws.
This notice is issued pursuant to Rule 135c under the Securities
Act and shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of the Shares in
any state in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state.
About PolyMet
PolyMet Mining Corp. (www.polymetmining.com) is a
publicly-traded mine development company that controls 100% of the
NorthMet copper-nickel-precious metals ore body through a long-term
lease and owns 100% of the Erie Plant, a large processing facility
located approximately six miles from the ore body in the
established mining district of the Mesabi Range in northeastern
Minnesota. PolyMet Mining Corp. has completed its Definitive
Feasibility Study and is seeking environmental and operating
permits to enable it to commence production. The NorthMet project
is expected to require approximately one-and-a-quarter million
hours of construction labor and create approximately 360 long-term
jobs, a level of activity that will have a significant multiplier
effect in the local economy.
About Glencore International plc
Glencore is one of the world's leading integrated producers and
marketers of commodities, headquartered in Baar, Switzerland, and
listed on the London and Hong Kong Stock Exchanges. Glencore has
worldwide activities in the production, sourcing, processing,
refining, transporting, storage, financing and supply of Metals and
Minerals, Energy Products and Agricultural Products. Glencore AG,
which maintains offices in Stamford, Connecticut, is a subsidiary
of Glencore International plc.
POLYMET MINING CORP.
Joe Scipioni, CEO
This 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 our
beliefs related to anticipated use of proceeds of the Offering,
exploration results and budgets, reserve estimates, mineral
resource estimates, work programs, capital expenditures, actions by
government authorities, including changes in government regulation,
the market price of natural resources, costs, or other statements
that are not a statement of fact. Forward-looking statements
address future events and conditions and therefore involve inherent
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 predictions. 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 PolyMet's most recent Annual
Report on Form 20-F for the fiscal year ended January 31, 2011 and
in our other filings with Canadian securities authorities and the
Securities and Exchange Commission, including our Report on Form
6-K providing information with respect to our operations for the
year ended January 31, 2011 for a discussion of some of the risk
factors and other considerations underlying forward-looking
statements.
The TSX has not reviewed and does not accept responsibility for
the adequacy or accuracy of this release.
Contacts: PolyMet Mining Corp. - Corporate Douglas Newby Chief
Financial Officer +1 (212) 867-1834dnewby@polymetmining.com PolyMet
Mining Corp. - Media LaTisha Gietzen VP Public, Gov't &
Environmental Affairs +1 (218) 225-4417lgietzen@polymetmining.com
PolyMet Mining Corp. - Investors Crystal Agresti +1 (845)
742-8153cagresti@polymetmining.com PolyMet Mining Corp. - Investors
Alex Macdougall +1 (226)
663-3000amacdougall@polymetmining.comwww.polymetmining.com Glencore
Paul Smith (Investors) +41 (0)41 709 2487 or m: +41 (0)79 947
1348paul.smith@glencore.com Glencore Simon Buerk (Media) +41 (0)41
709 2679 or m: +41 (0)79 955 5384simon.buerk@glencore.com Glencore
Finsbury (Media) Guy Lamming / Dorothy Burwell +44 (0)20 7251 3801
Glencore Charles Watenphul (Media) +41 (0) 41 709 2462 or m: +41
(0) 79 904 33 20charles.watenphul@glencore.com
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