Schedule 13D Amendment No. 4

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EXq6IWI91b5dKs72I4Ugx97KJRVzcef1dRsHyUOZ5ISfuxCxXVTZ0Dj3lgXRIrgG T8C87lSh7DKYy6kLWun5eQ== 0001193125-09-222107.txt : 20091103 0001193125-09-222107.hdr.sgml : 20091103 20091103161616 ACCESSION NUMBER: 0001193125-09-222107 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091103 DATE AS OF CHANGE: 20091103 GROUP MEMBERS: GLENCORE AG GROUP MEMBERS: GLENCORE INTERNATIONAL AG FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLENCORE HOLDING AG CENTRAL INDEX KEY: 0001284715 IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FILING VALUES: FORM TYPE: SC 13D/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POLYMET MINING CORP CENTRAL INDEX KEY: 0000866028 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82296 FILM NUMBER: 091154682 BUSINESS ADDRESS: STREET 1: SUITE 1003 STREET 2: 1177 WEST HASTINGS STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 2K3 BUSINESS PHONE: 604-669-4701 MAIL ADDRESS: STREET 1: SUITE 1003 STREET 2: 1177 WEST HASTINGS STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 2K3 FORMER COMPANY: FORMER CONFORMED NAME: FLECK RESOURCES LTD DATE OF NAME CHANGE: 19950606 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 4 Schedule 13D Amendment No. 4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

PolyMet Mining Corp.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

731916102

(CUSIP Number)

Stephen Rowland and Rajiv Singhal

Glencore International AG

Baarermattstrasse 3

CH-6341 Baar

Switzerland

+41 41 709 2000

Copies to:

Darren W. T. Novak, Esq.

Davies Ward Phillips & Vineberg LLP

625 Madison Avenue, 12th Floor

New York, New York 10022

(212) 588-5500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 20, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 731916102


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Glencore Holding AG
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC (see Item 3)
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Switzerland


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 12,721,081*
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 12,721,081*


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,721,081*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 8.4%
14.	Type of Reporting Person (See Instructions) CO; HC

Excludes the 6,250,000 Common Shares (as defined below) that may be issuable to Glencore (as defined below) upon the exercise of the Exchange Warrant (as defined below) if additional Debentures (as defined below) are issued pursuant to the Purchase Agreement (as defined below) since such additional Debentures are issuable only upon the satisfaction of certain closing conditions set forth in the Purchase Agreement that have not yet been satisfied and that are outside the control of the Reporting Persons (as defined below).

Page 2 of 11

CUSIP No. 731916102


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Glencore International AG
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC (see Item 3)
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Switzerland


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 12,721,081*
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 12,721,081*


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,721,081*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 8.4%
14.	Type of Reporting Person (See Instructions) CO; HC

Excludes the 6,250,000 Common Shares that may be issuable to Glencore upon the exercise of the Exchange Warrant if additional Debentures are issued pursuant to the Purchase Agreement since such additional Debentures are issuable only upon the satisfaction of certain closing conditions set forth in the Purchase Agreement that have not yet been satisfied and that are outside the control of the Reporting Persons.

Page 3 of 11

CUSIP No. 731916102


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Glencore AG
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC (see Item 3)
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Switzerland


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 12,721,081*
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 12,721,081*


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,721,081*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 8.4%
14.	Type of Reporting Person (See Instructions) CO

Page 4 of 11

This Amendment No. 4 amends and supplements the Schedule 13D filed on November 10, 2008, as amended by Amendment No. 1 thereto filed on December 24, 2008, Amendment No. 2 thereto filed on June 22, 2009 and by Amendment No. 3 thereto filed on September 4, 2009, by Glencore Holding AG, Glencore International AG and Glencore AG (as so amended, the “Statement”) relating to the common shares of PolyMet Mining Corp., a corporation incorporated under the laws of the Province of British Columbia, Canada. Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Statement, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 3.

Source and Amount of Funds or Other Consideration

The fourth sentence of the third paragraph of Item 3 of the Statement is hereby deleted and replaced in its entirety with the following sentence: “As of September 30, 2009, US$884,322 of interest has been added to the principal amount of the Debentures.”

Item 3 of the Statement is hereby supplemented by adding the following paragraphs immediately after the last paragraph thereof:

“On October 20, 2009, Glencore, the Issuer and PolyMet Inc. entered into a letter agreement, dated as of such date (“Amendment No. 10”), which amended the Purchase Agreement by, among other things, reducing the exercise price of the Warrants to US$3.00.

The foregoing summary of Amendment No. 10 does not purport to be complete and is qualified in its entirety by reference to the complete text of Amendment No. 10 attached hereto as Exhibit 99.23.”

Page 5 of 11

Item 5.

Interest in Securities of the Issuer

Items 5(a) and (b) of the Statement are hereby deleted and replaced in their entirety with the following:



“(a) and (b)		As of November 3, 2009, the Reporting Persons did not own any Common Shares. However, as of November 3, 2009, under the definition of “beneficial ownership” as set forth in Rule 13d-3 under the Exchange Act, the Reporting Persons may be deemed to have shared power to vote, direct the vote, dispose of or direct the disposition of (and therefore beneficially own), 12,721,081 Common Shares issuable upon the exercise of the Exchange Warrant and the Purchase Warrant, representing approximately 8.4% of the outstanding Common Shares. Accordingly, the percentage of outstanding Common Shares that may be beneficially owned by each of the Reporting Persons is approximately 8.4%. The Common Shares reported as beneficially owned by the Reporting Persons do not include the 6,250,000 Common Shares that may be issuable to Glencore upon the exercise of the Exchange Warrant if additional Debentures are issued pursuant to the Purchase Agreement since such additional Debentures are issuable only upon the satisfaction of certain closing conditions set forth in the Purchase Agreement that have not yet been satisfied and that are outside the control of the Reporting Persons. The beneficial ownership percentages set forth herein are based on 139,078,875 Common Shares outstanding as of August 31, 2009 as disclosed by the Issuer in its Form F-3/A filed with the Securities and Exchange Commission on October 1, 2009.”

		Item 5(c) of the Statement is hereby deleted and replaced in its entirety with the following:

(c)		“Except as set forth in Item 3 and this Item 5 of this Schedule 13D, none of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the Schedule I Persons, has beneficial ownership of, or has engaged in any transaction during the past sixty days.”

Page 6 of 11

Item 7.

Material to be Filed as Exhibits

Item 7 of the Statement is hereby amended and supplemented by the filing of the following exhibits herewith:


Exhibit No.		Exhibit Name
99.23		Amendment Letter No. 10 to the Purchase Agreement, dated as of October 20, 2009

Page 7 of 11

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 3, 2009


GLENCORE HOLDING AG

By:		/s/ Willy R. Strohotte
		Name: Willy R. Strohotte
		Title: Director

By:		/s/ Ivan Glasenberg
		Name: Ivan Glasenberg
		Title: Director

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 3, 2009


GLENCORE INTERNATIONAL AG

By:		/s/ Ivan Glasenberg
		Name: Ivan Glasenberg
		Title: Director

By:		/s/ Steven Kalmin
		Name: Steven Kalmin
		Title: Officer

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 3, 2009


GLENCORE AG

By:		/s/ Stefan H. Peter

		Name: Stefan H. Peter
		Title: Officer

By:		/s/ Ivan Glasenberg

		Name: Ivan Glasenberg
		Title: Director

EXHIBIT INDEX


Exhibit No.		Exhibit Name
99.1.		Joint Filing Agreement, dated November 10, 2008, between Glencore Holding AG, Glencore International AG and Glencore AG relating to the filing of a joint statement on Schedule 13D*

99.2.		Purchase Agreement, dated as of October 31, 2008, by and between PolyMet Mining Corp., Poly Met Mining Inc. and Glencore AG*

99.3.		Floating Rate Secured Debenture, due September 31, 2011, of Poly Met Mining Inc., dated October 31, 2008*

99.4.		Parent Guarantee, dated as of October 31, 2008, made by PolyMet Mining Corp. in favor of Glencore AG*

99.5.		Security Agreement, dated as of October 31, 2008, by PolyMet Mining Corp. in favor of Glencore AG*

99.6.		Security Agreement, dated as of October 31, 2008, by Poly Met Mining, Inc. in favor of Glencore AG*

99.7.		Pledge Agreement, dated as of October 31, 2008, made by PolyMet Mining Corp. in favor of Glencore AG*

99.8.		Exchange Warrant of PolyMet Mining Corp., dated as of October 31, 2008*

99.9.		Purchase Warrant of PolyMet Mining Corp., dated as of October 31, 2008*

99.10.		Registration Rights Agreement, dated as of October 31, 2008, by and between PolyMet Mining Corp. and Glencore AG*

99.11		Amendment Letter No. 1 relating to the Purchase Agreement, dated as of October 31, 2008*

99.12		Amendment Letter No. 2 relating to the Purchase Agreement, dated as of October 31, 2008*

99.13		Amendment Letter No. 3 relating to the Purchase Agreement, dated as of October 31, 2008*

99.14		Floating Rate Secured Debenture, due September 31, 2011, of PolyMet Mining Inc., dated December 22, 2008*

99.15		Amendment Letter No. 4 relating to the Purchase Agreement, dated as of January 30, 2009*

99.16		Amendment Letter No. 5 relating to the Purchase Agreement, dated as of February 24, 2009*

99.17		Amendment Letter No. 6 relating to the Purchase Agreement, dated as of March 30, 2009*

99.18		Amendment Letter No. 7 relating to the Purchase Agreement, dated as of April 28, 2009*

99.19		Amendment Letter No. 8 relating to the Purchase Agreement, dated as of June 4, 2009*

99.20		Floating Rate Secured Debenture, due September 30, 2011, dated June 16, 2009*

99.21		Amendment Letter No. 9 relating to the Purchase Agreement, dated as of August 31, 2009*

99.22		Floating Rate Secured Debenture, due September 30, 2011, dated August 31, 2009*

99.23		Amendment Letter No. 10 relating to the Purchase Agreement, dated as of October 20, 2009**

*	Previously Filed

**	Filed Herewith

EX-99.23 2 dex9923.htm AMENDMENT LETTER NO. 10 RELATING TO THE PURCHASE AGREEMENT Amendment Letter No. 10 relating to the Purchase Agreement

Exhibit 99.23

GLENCORE AG

October 20, 2009

Douglas Newby

Poly Met Mining Inc.

6500 Country Road 666

Hoyt Lakes, Minnesota

Re:

Amendment Letter No. 10 Relating to Purchase Agreement

Dear Douglas,

Reference is made to the Purchase Agreement dated October 31, 2008 by and among Poly Met Mining Inc., as issuer (the “Issuer”), PolyMet Mining Corp., as parent guarantor (the “Company”), and Glencore AG, as purchaser (the “Purchaser”), as amended by letter agreement dated November 28, 2008, and as further amended by Amendment Letter No.2, dated December 12, 2008, and as further amended by Amendment Letter No.3, dated December 19, 2008, and as further amended by Amendment Letter No.4, dated January 30, 2009, and as further amended by Amendment Letter No.5, dated February 24, 2009, and as further amended by Amendment Letter No.6, dated March 30, 2009, and as further amended by Amendment Letter No.7, dated April 28, 2009, and as further amended by Amendment Letter No.8, dated July 4, 2009 and as further amended by Amendment No.9, dated August 31,2009 (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement.

The Issuer, the Company and the Purchaser hereby agree to amend the Purchase Agreement, the Purchase Warrant, Tranche A Debenture, Tranche B Debenture, Tranche C Debenture and Tranche D Debenture, in each case effective as of the date of receipt of the Exchange Approvals (as defined below) as follows notwithstanding any contrary provision therein:

1.	the Issuer shall deliver to the Purchaser by Thursday, December 31, 2009 (the “RGGS Due Date”) the following:

(a)

the executed consent to the NorthMet Lease Mortgage, as described in Section 4.7(1) of the Purchase Agreement;

(b)

the documents and agreements (and, to the extent the Issuer is required to take or refrain from taking any action, the Issuer shall deliver evidence reasonably satisfactory to the Purchaser that the Issuer has taken or refrained from taking each such action, as applicable) described in subclauses (e), (j), (k), (1) and (m) (solely as such subclause relates to the NorthMet Lease Mortgage) of Section 4.7 of the Purchase Agreement; and


GLENCORE		Page 2

(c)

the RGGS Due Date shall be inclusive of any applicable cure or notice period;

a failure by the Issuer to comply with any of its obligations in paragraph 1 hereof shall, among other things, constitute (a) a failure by the Issuer and the Company to comply with their covenants under the Purchase Agreement, (b) the occurrence of an Event of Default as defined under each of the Purchase Agreement and the Debentures, and (c) a failure by the Issuer to satisfy the conditions precedent to the Purchaser’s obligation to consummate the Tranche E Closing;

3.	the Issuer and the Company hereby acknowledge the Issuer’s existing obligations under the Purchase Agreement, Tranche A Debenture, Tranche B Debenture, Tranche C Debenture and Tranche D Debenture to deliver to the Purchaser:

(a)

the executed consent to the Erie Plant Mortgage (the “Executed Cliffs Consent”), as described in Section 4.8(b) of the Purchase Agreement; and

(b)

the documents and agreements (and, to the extent the Issuer is require to take or refrain from taking any action, the Issuer shall deliver evidence reasonably satisfactory to the Purchaser that the Issuer has taken or refrained from taking each such action, as applicable) described in subclauses (d), (e) and (f) (solely as such subclause relates to the Erie Plant Mortgage and the Erie Plant Mortgage Amendment) of Section 4.4 of the Purchase Agreement (collectively, the “Erie Plant Mortgage Documents”);

a failure by the Issuer to comply with its obligations under the Purchase Agreement, Tranche A Debenture, Tranche B Debenture, Tranche C Debenture and Tranche D Debenture to deliver the Executed Cliffs Consent and Erie Plant Mortgage Documents to the Purchaser shall constitute a failure by the Issuer to satisfy the conditions precedent to the Purchaser’s obligation to consummate the Tranche E Closing, but not an Event of Default;

5.	the defined term “Outside Date” in the Purchase Agreement shall be extended to Wednesday, January 6, 2010 from Wednesday, November 4, 2009;

subject only to the receipt of the Exchange Approvals, the words “(a) US$5.00 from the Issuance Date until the Production Date (as hereinafter defined), and (b) US$6.00 on and after the Production Date” in the first paragraph of the Purchase Warrant shall be deleted and replaced in their entirety with the words “three dollars in United States currency (US$3.00)”;


GLENCORE		Page 3

all of the words set forth in subclause (i) of Section 6(a) of the Purchase Warrant shall be deleted and replaced in their entirety with the words “(A) the Current Market Price of the Common Shares on the Principal Market is equal to or greater than 150% of the Exercise Price of the Purchase Warrants, and (B) the Publication Condition has occurred;”

8.	the defined term “Production Date” in the Purchase Warrant shall be deleted in its entirety; and

9.	the words “not less than 150%” in Section 3(a) each of the Tranche A Debenture, Tranche B Debenture, Tranche C Debenture and Tranche D Debenture, respectively, shall be deleted and replaced in their entirety with the words “not less than 200%”.

Except as specifically amended hereby, each of the Purchase Agreement, the Purchase Warrant, Tranche A Debenture, Tranche B Debenture, Tranche C Debenture and Tranche D Debenture shall remain in full force and effect.

Upon execution hereof, the Company and the Issuer shall forthwith seek written approval of the Toronto Stock Exchange and, if necessary, the NYSE Amex, for the amendments contemplated by paragraph 6 of this letter agreement (the “Exchange Approvals”). The parties acknowledge this letter agreement shall become effective only upon receipt of the Exchange Approvals. If the Exchange Approvals are not received within ten (10) business days after the date hereof, this letter agreement shall automatically become null and void and terminate without further notice or action by the parties of any kind.

For the avoidance of doubt, in case of any inconsistency as between this letter agreement and the Purchase Agreement, the terms of this letter agreement shall prevail.

(remainder of page intentionally left blank)


GLENCORE		Page 4

This letter agreement is an integral part of the Purchase Agreement.

Best regards,

/s/ Daniel Mate

/s/ Steven Blumgart

GLENCORE AG


ACKNOWLEDGED AND AGREED TO AS OF THIS 16th DAY OF OCTOBER, 2009:

POLY MET MINING, INC.

By:		/s/ Douglas Newby
		Name: Douglas Newby
		Title: Chief Financial Officer

POLYMET MINING CORP.

By:		/s/ Douglas Newby
		Name: Douglas Newby
		Title: Chief Financial Officer

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