PolyMet Mining Corp.: Exhibit 99.1 - Filed by newsfilecorp.com
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100 King Street West, Suite 5700, Toronto,
Ontario, Canada, M5X 1C7
Tel: +1 (416) 915-4149
444 Cedar Street, Suite 2060, St. Paul, MN
55101
Tel: +1 (651) 389-4100
www.polymetmining.com |
TSX: POM, NYSE MKT: PLM
POLYMET AND GLENCORE AGREE TO EXTEND TERM OF US$34.2 MILLION
CONVERTIBLE DEBENTURES AND AMEND SHARE PURCHASE WARRANTS
St. Paul, Minn., July 31, 2015 – PolyMet Mining Corp.
(“PolyMet” or the “Company”) TSX: POM; NYSE MKT: PLM – today
announced that it has renegotiated its convertible debentures with Glencore AG,
a wholly-owned subsidiary of Glencore plc (together “Glencore”) to extend
the maturity date of the outstanding securities issuable under the debenture
financing.
Between October 2008 and September 2009, PolyMet issued to
Glencore four debentures (the “Debentures”). The initial principal of the
Debentures is US$25 million with US$9.240 million of capitalized and accrued
interest as of July 31, 2015. At maturity the initial principal and capitalized
interest will be exchanged into common shares of PolyMet at US$1.2920 per share
through exercise of the “Exchange Warrant”.
The agreed amendments, which are subject to approval from the
NYSE MKT and the Toronto Stock Exchange for the listing additional shares, are
as follows:
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The “Maturity Date” of the Issued
Debentures has been extended to the earlier of: |
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i) |
PolyMet giving Glencore ten days' notice that PolyMet has
received permits necessary to start construction of the NorthMet project
and availability of senior construction finance, in a form reasonably
acceptable to Glencore (the “Early Maturity Event”), and |
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ii) |
March 31, 2016. |
Previously the Maturity Date was the
earlier of the Early Maturity Event and September 30, 2015.
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The interest rate has been adjusted to US$ LIBOR plus 8%
from US$ LIBOR plus 4% as of August 1, 2015. |
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The terms of warrants giving Glencore the right to
purchase 6,458,001 common shares of PolyMet have been amended such that
the exercise price has been reduced to US$0.9292 per share, being the
greater of the market price and the 5-day volume weighted average price
(“VWAP”), from US$1.3007 per share. The warrants may be exercised at any
time until December 31, 2016 (previously December 31, 2015) subject to
mandatory exercise if the 20-day VWAP of PolyMet common shares is equal to
or greater than 150% of the exercise price and occurrence of the Early
Maturity Event. The exercise price of the warrants and the number of
warrants are subject to conventional anti-dilution provisions.
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PolyMet president and CEO Jon Cherry stated, “Extending the
maturity date to the earlier of permits and construction finance or March 31,
2016 from September 30, 2015 ties with the State’s schedule for its adequacy determination and Record of
Decision in early February, 2016. These amendments also demonstrate Glencore’s
continued support for PolyMet and the NorthMet Project as we progress through
completion of the environmental review and permitting into construction and
operations.”
Glencore currently holds 78,724,821 common shares of PolyMet
representing approximately 28.5% of PolyMet’s issued and outstanding common
shares.
As a result of the extension of the Exchange Warrant, the
number of common shares issuable to Glencore under the Exchange Warrant would
increase by 1,609,426 to 28,110,693 at March 31, 2016 (assuming US$ LIBOR at
1.0%), and which, if exercised, would result in Glencore holding 106,835,515
common shares representing approximately 35.1% of the outstanding common shares
of PolyMet (assuming no other shares committed under existing compensation
agreements were issued by PolyMet.)
Including 6,458,001 shares issuable upon exercise of other
warrants held by Glencore but excluding issuance of shares committed to others
under existing share compensation agreements, Glencore would hold a total of
113,293,516 common shares representing approximately 36.4% of PolyMet’s
partially diluted common shares (again assuming no other shares committed under
existing compensation agreements were issued by PolyMet.)
Glencore's decision to enter into the Financing Amendments was
made for investment purposes. Glencore will continue to review its investment
alternatives from time to time and may determine to increase or decrease its
equity ownership in PolyMet through the acquisition or sale of additional
outstanding common shares or other securities of PolyMet through open market or
privately negotiated transactions in accordance with applicable securities laws.
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 Glencore's representative listed
below.
For enquiries about Glencore, including to request a copy of
the related early warning report, please contact:
Glencore plc
c/o Glencore AG
Baarermattstrasse
3
CH-6340 Baar
Switzerland
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About PolyMet
PolyMet 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 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. Poly Met Mining,
Inc. 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 two million hours of construction labor,
creating approximately 360 long-term jobs, a level of activity that will have a
significant multiplier effect in the local economy.
About Glencore plc
Glencore plc is one of the
world’s largest global diversified natural resource companies. As a leading
integrated producer and marketer of commodities with a well-balanced portfolio
of diverse industrial assets, we are strongly positioned to capture value at
every stage of the supply chain, from sourcing materials deep underground to
delivering products to an international customer base.
Glencore plc’s industrial and marketing activities are
supported by a global network of more than 90 offices located in over 50
countries. Glencore plc's diversified operations comprise over 150 mining and
metallurgical sites, offshore oil production assets, farms and agricultural
facilities. Glencore plc employs approximately 190,000 people.
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POLYMET MINING
CORP. |
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Per: |
"Jon Cherry" |
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Jon Cherry, CEO |
For further information, please contact:
Media
Bruce Richardson
Corporate Communications
Tel: +1 (651) 389-4111
brichardson@polymetmining.com
Investor Relations
Jenny Knudson
Investor
Relations
Tel: +1 (651) 389-4110
jknudson@polymetmining.com
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 the ability to
receive regulatory approval for the Financing Amendments 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 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, 2015 and in our other
filings with Canadian securities authorities and the U.S. Securities and
Exchange Commission, including our Report on Form 6-K providing information with
respect to our operations for the three months ended April 30, 2015 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.
