FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2019
Commission File Number: 001-32929
POLYMET MINING CORP.
(Translation of registrant's name into English)
100 King Street, Suite 5700
Toronto, ON Canada M5X 1C7
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ ] Form 20-F [ X ] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
EXPLANATORY NOTE
This report on Form 6-K and attached exhibit are incorporated by reference into Registration Statement No. 333-192208 and this report on Form 6-K shall be deemed a part of such registration statement from the date on which this report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished by PolyMet Mining Corp. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
SUBMITTED HEREWITH
Exhibits
|
||
99.2 |
||
99.3 |
||
99.4 |
Form 52-109F2 Certification of Interim Filings - CFO |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
PolyMet Mining Corp.
|
|
|
(Registrant)
|
|
|
|
Date: November 7, 2019
|
By:
|
/s/ Jonathan Cherry
|
|
|
Jonathan Cherry
|
|
Title:
|
President and CEO
|
September 30,
2019
|
December 31,
2018
|
|||||||
ASSETS
|
||||||||
Current
|
||||||||
Cash
|
$
|
14,995
|
$
|
13,857
|
||||
Amounts receivable
|
578
|
796
|
||||||
Prepaid expenses
|
938
|
1,161
|
||||||
16,511
|
15,814
|
|||||||
Non-Current
|
||||||||
Restricted deposits (Note 6)
|
10,778
|
10,286
|
||||||
Amounts receivable (Note 5)
|
1,900
|
1,796
|
||||||
Mineral Property, Plant and Equipment (Notes 3 and 4)
|
455,920
|
433,548
|
||||||
Intangible (Note 5)
|
24,185
|
24,185
|
||||||
Total Assets
|
509,294
|
485,629
|
||||||
LIABILITIES
|
||||||||
Current
|
||||||||
Accounts payable and accruals
|
5,315
|
3,925
|
||||||
Lease liabilities
|
57
|
88
|
||||||
Convertible debt (Notes 7 and 8)
|
-
|
56,984
|
||||||
Non-convertible debt (Notes 7 and 9)
|
-
|
178,483
|
||||||
Environmental rehabilitation provision (Note 6)
|
2,639
|
1,693
|
||||||
8,011
|
241,173
|
|||||||
Non-Current
|
||||||||
Lease liabilities
|
581
|
-
|
||||||
Promissory Note (Note 7)
|
15,188
|
-
|
||||||
Environmental rehabilitation provision (Note 6)
|
51,944
|
59,414
|
||||||
Total Liabilities
|
75,724
|
300,587
|
||||||
SHAREHOLDERS’ EQUITY
|
||||||||
Share Capital (Note 10)
|
525,733
|
271,269
|
||||||
Share Premium
|
1,151
|
1,151
|
||||||
Equity Reserves
|
64,481
|
62,111
|
||||||
Deficit
|
(157,795
|
)
|
(149,489
|
)
|
||||
Total Shareholders’ Equity
|
433,570
|
185,042
|
||||||
Total Liabilities and Shareholders’ Equity
|
$
|
509,294
|
$
|
485,629
|
Three months ended
|
Nine months ended
|
|||||||||||||||
September 30,
2019
|
September 30,
2018
|
September 30,
2019
|
September 30,
2018
|
|||||||||||||
General and Administrative Expenses
|
||||||||||||||||
Salaries, directors’ fees and related benefits
|
$
|
668
|
$
|
542
|
$
|
1,893
|
$
|
1,768
|
||||||||
Share-based compensation (Note 10)
|
120
|
182
|
1,418
|
1,637
|
||||||||||||
Professional fees
|
44
|
127
|
258
|
468
|
||||||||||||
Regulatory fees
|
98
|
29
|
198
|
168
|
||||||||||||
Investor and public relations
|
191
|
185
|
777
|
885
|
||||||||||||
Office and administration
|
137
|
164
|
415
|
517
|
||||||||||||
Depreciation
|
29
|
33
|
93
|
98
|
||||||||||||
Total General and Administration Expenses
|
1,287
|
1,262
|
5,052
|
5,541
|
||||||||||||
Other Expenses (Income)
|
||||||||||||||||
Finance costs - net (Note 11)
|
630
|
404
|
1,872
|
1,846
|
||||||||||||
Loss on foreign exchange
|
6
|
2
|
13
|
3
|
||||||||||||
Loss on debenture modification (Notes 7, 8 and 9)
|
-
|
-
|
2,004
|
4,109
|
||||||||||||
Loss on land exchange
|
-
|
-
|
-
|
553
|
||||||||||||
Gain on disposal of assets
|
(207
|
)
|
-
|
(379
|
)
|
-
|
||||||||||
(Gain)/Loss on financial instrument fair value (Note 5)
|
(123
|
)
|
37
|
(221
|
)
|
112
|
||||||||||
Other income
|
(15
|
)
|
(17
|
)
|
(35
|
)
|
(30
|
)
|
||||||||
Total Other Expenses
|
291
|
426
|
3,254
|
6,593
|
||||||||||||
Total Loss and Comprehensive Loss for the Period
|
1,578
|
1,688
|
8,306
|
12,134
|
||||||||||||
Basic and Diluted Loss per Share
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.04
|
)
|
||||
Weighted Average Number of Shares – basic and diluted
|
1,005,177,588
|
320,583,629
|
559,824,359
|
320,330,029
|
Share Capital (authorized = unlimited)
|
Equity Reserves
|
|||||||||||||||||||||||||||||||
Accumulated
|
Total
|
|||||||||||||||||||||||||||||||
Issued
|
Share
|
Share
|
Contributed
|
Other Comp
|
Equity
|
Shareholders'
|
||||||||||||||||||||||||||
Shares
|
Capital
|
Premium
|
Surplus
|
Inc / (Loss)
|
Reserves
|
Deficit
|
Equity
|
|||||||||||||||||||||||||
Balance - December 31, 2017
|
319,303,098
|
$
|
269,516
|
$
|
1,151
|
$
|
60,295
|
$
|
210
|
$
|
60,505
|
$
|
(132,497
|
)
|
$
|
198,675
|
||||||||||||||||
Transition to IFRS 9
|
-
|
-
|
-
|
-
|
(210
|
)
|
(210
|
)
|
(1,949
|
)
|
(2,159
|
)
|
||||||||||||||||||||
Restated - January 1, 2018
|
319,303,098
|
$
|
269,516
|
$
|
1,151
|
$
|
60,295
|
$
|
-
|
$
|
60,295
|
$
|
(134,446
|
)
|
$
|
196,516
|
||||||||||||||||
Total comprehensive loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
(12,134
|
)
|
(12,134
|
)
|
||||||||||||||||||||||
Modification of debentures (Notes 7, 8 and 9)
|
-
|
-
|
-
|
2,331
|
-
|
2,331
|
-
|
2,331
|
||||||||||||||||||||||||
Payment of land purchase options (Note 10)
|
102,500
|
98
|
-
|
-
|
-
|
-
|
-
|
98
|
||||||||||||||||||||||||
Exercise of share options and warrants (Note 10)
|
315,500
|
323
|
-
|
(81
|
)
|
-
|
(81
|
)
|
-
|
242
|
||||||||||||||||||||||
Vesting of restricted shares and RSU’s (Note 10)
|
843,413
|
624
|
-
|
(624
|
)
|
-
|
(624
|
)
|
-
|
-
|
||||||||||||||||||||||
Share-based compensation (Note 10)
|
99,308
|
105
|
-
|
1,649
|
-
|
1,649
|
-
|
1,754
|
||||||||||||||||||||||||
Bonus share cost amortization
|
-
|
-
|
-
|
(1,519
|
)
|
-
|
(1,519
|
)
|
-
|
(1,519
|
)
|
|||||||||||||||||||||
Balance – September 30, 2018
|
320,663,819
|
$
|
270,666
|
$
|
1,151
|
$
|
62,051
|
$
|
-
|
$
|
62,051
|
$
|
(146,580
|
)
|
$
|
187,288
|
Share Capital (authorized = unlimited)
|
||||||||||||||||||||||||
Total
|
||||||||||||||||||||||||
Issued
|
Share
|
Share
|
Equity
|
Shareholders'
|
||||||||||||||||||||
Shares
|
Capital
|
Premium
|
Reserves
|
Deficit
|
Equity
|
|||||||||||||||||||
Balance – December 31, 2018
|
321,190,069
|
$
|
271,269
|
$
|
1,151
|
$
|
62,111
|
$
|
(149,489
|
)
|
$
|
185,042
|
||||||||||||
Total comprehensive loss for the period
|
-
|
-
|
-
|
-
|
(8,306
|
)
|
(8,306
|
)
|
||||||||||||||||
Rights offering and issuance costs (Note 10)
|
682,813,838
|
253,047
|
-
|
-
|
-
|
253,047
|
||||||||||||||||||
Debenture refinancing warrants (Note 7)
|
-
|
-
|
-
|
1,564
|
-
|
1,564
|
||||||||||||||||||
Payment of land purchase options (Note 10)
|
78,750
|
46
|
-
|
-
|
-
|
46
|
||||||||||||||||||
Exercise of share options (Note 10)
|
400,171
|
572
|
-
|
(298
|
)
|
-
|
274
|
|||||||||||||||||
Vesting of restricted shares and RSU’s (Note 10)
|
644,510
|
715
|
-
|
(715
|
)
|
-
|
-
|
|||||||||||||||||
Share-based compensation (Note 10)
|
102,921
|
84
|
-
|
1,819
|
-
|
1,903
|
||||||||||||||||||
Balance – September 30, 2019
|
1,005,230,259
|
525,733
|
1,151
|
64,481
|
(157,795
|
)
|
433,570
|
Three months ended
|
Nine months ended
|
|||||||||||||||
September 30, 2019
|
September 30, 2018
|
September 30, 2019
|
September 30, 2018
|
|||||||||||||
Operating Activities
|
||||||||||||||||
Loss for the period
|
$
|
(1,578
|
)
|
$
|
(1,688
|
)
|
$
|
(8,306
|
)
|
$
|
(12,134
|
)
|
||||
Items not involving cash:
|
||||||||||||||||
Depreciation
|
29
|
33
|
93
|
98
|
||||||||||||
Environmental rehabilitation provision accretion (Note 6)
|
671
|
456
|
1,527
|
1,327
|
||||||||||||
Share-based compensation (Note 10)
|
120
|
182
|
1,418
|
1,637
|
||||||||||||
Unrealized loss on foreign exchange
|
3
|
4
|
4
|
-
|
||||||||||||
Loss on debenture modification (Notes 7, 8 and 9)
|
-
|
-
|
2,004
|
4,109
|
||||||||||||
Loss on land exchange
|
-
|
-
|
-
|
553
|
||||||||||||
Gain on disposal of property, plant & equipment
|
(207
|
)
|
-
|
(379
|
)
|
-
|
||||||||||
(Gain)/Loss on financial asset fair value (Notes 5 and 11)
|
(208
|
)
|
37
|
(713
|
)
|
112
|
||||||||||
Changes in non-cash working capital
|
||||||||||||||||
Amounts receivable
|
60
|
(8
|
)
|
335
|
(3
|
)
|
||||||||||
Prepaid expenses
|
229
|
515
|
223
|
375
|
||||||||||||
Accounts payable and accruals
|
(534
|
)
|
(43
|
)
|
1,715
|
(405
|
)
|
|||||||||
Net cash used in operating activities
|
(1,415
|
)
|
(512
|
)
|
(2,079
|
)
|
(4,331
|
)
|
||||||||
Financing Activities
|
||||||||||||||||
Share issuance proceeds (Note 10)
|
-
|
61
|
21,839
|
242
|
||||||||||||
Share issuance costs (Note 10)
|
-
|
-
|
(11,953
|
)
|
-
|
|||||||||||
Debenture funding, net of costs (Notes 7 and 9)
|
15,000
|
-
|
15,000
|
24,723
|
||||||||||||
Debenture repayment (Notes 7, 8, 9 and 10)
|
-
|
-
|
(6,882
|
)
|
-
|
|||||||||||
Cash settled RSU’s (Note 10)
|
(3
|
)
|
-
|
(232
|
)
|
(377
|
)
|
|||||||||
Net cash provided by financing activities
|
14,997
|
61
|
17,772
|
24,588
|
||||||||||||
Investing Activities
|
||||||||||||||||
Property, plant and equipment purchases (Note 4)
|
(4,956
|
)
|
(7,073
|
)
|
(15,801
|
)
|
(17,546
|
)
|
||||||||
Intangible purchases (Note 5)
|
-
|
(3,105
|
)
|
-
|
(3,105
|
)
|
||||||||||
Property, plant and equipment disposal proceeds
|
207
|
-
|
1,250
|
-
|
||||||||||||
Land disposal proceeds
|
-
|
-
|
-
|
425
|
||||||||||||
Net cash used in investing activities
|
(4,749
|
)
|
(10,178
|
)
|
(14,551
|
)
|
(20,226
|
)
|
||||||||
Net Increase (Decrease) in Cash
|
8,833
|
(10,629
|
)
|
1,142
|
31
|
|||||||||||
Effect of foreign exchange on Cash
|
(3
|
)
|
(4
|
)
|
(4
|
)
|
-
|
|||||||||
Cash - Beginning of period
|
6,165
|
17,595
|
13,857
|
6,931
|
||||||||||||
Cash - End of period
|
$
|
14,995
|
$
|
6,962
|
$
|
14,995
|
$
|
6,962
|
||||||||
Supplemental information – non-cash investing and financing
|
||||||||||||||||
Accounts payable and accruals
|
$
|
(1,252
|
)
|
$
|
1,013
|
$
|
(96
|
)
|
$
|
1,263
|
||||||
Debt accretion and capitalized interest (Notes 7, 8 and 9)
|
188
|
5,317
|
14,598
|
14,310
|
||||||||||||
Share-based compensation (Note 10)
|
41
|
52
|
482
|
438
|
||||||||||||
Bonus share amortization
|
-
|
-
|
-
|
25
|
||||||||||||
Bonus share forfeiture
|
-
|
-
|
-
|
(1,544
|
)
|
|||||||||||
Fair value of shares issued for land options (Note 10)
|
10
|
22
|
46
|
98
|
||||||||||||
Share issuance proceeds (Note 10)
|
-
|
-
|
243,435
|
-
|
||||||||||||
Debenture repayment (Note 10)
|
$
|
-
|
$
|
-
|
$
|
(243,435
|
)
|
$
|
-
|
1.
|
Nature of Business and Liquidity
|
2.
|
Summary of Significant Accounting Policies
|
3.
|
Mineral Property Agreements
|
4.
|
Mineral Property, Plant and Equipment
|
Net Book Value
|
NorthMet
|
Other fixed
assets
|
Total
|
|||||||||
Balance at December 31, 2018
|
433,347
|
201
|
433,548
|
|||||||||
Additions
|
30,239
|
650
|
30,889
|
|||||||||
Disposals
|
(871
|
)
|
-
|
(871
|
)
|
|||||||
Changes to environmental rehabilitation provision (Note 6)
|
(7,515
|
)
|
-
|
(7,515
|
)
|
|||||||
Amortization and Depreciation
|
-
|
(131
|
)
|
(131
|
)
|
|||||||
Balance at September 30, 2019
|
$
|
455,200
|
720
|
455,920
|
NorthMet
|
September 30,
2019
|
December 31,
2018
|
||||||
Mineral property acquisition and interest costs
|
$
|
126,600
|
$
|
112,002
|
||||
Mine plan and development
|
51,302
|
48,383
|
||||||
Environmental
|
141,036
|
133,638
|
||||||
Consulting and wages
|
58,033
|
55,076
|
||||||
Reclamation and remediation (Note 6)
|
49,296
|
56,811
|
||||||
Site activities
|
28,855
|
26,488
|
||||||
Mine equipment
|
78
|
949
|
||||||
Total
|
$
|
455,200
|
$
|
433,347
|
5.
|
Intangible and EIP Receivable
|
Nine months ended
September 30, 2019
|
Twelve months ended
December 31, 2018
|
|||||||
Intangible – beginning of period
|
$
|
24,185
|
$
|
3,130
|
||||
Purchases
|
-
|
21,055
|
||||||
Intangible – end of period
|
$
|
24,185
|
$
|
24,185
|
Nine months ended
September 30, 2019
|
Twelve months ended
December 31, 2018
|
|||||||
EIP Receivable – beginning of period
|
$
|
1,912
|
$
|
2,883
|
||||
Gain/(loss) on re-measurement
|
221
|
(971
|
)
|
|||||
EIP Receivable – end of period
|
2,133
|
1,912
|
||||||
Less current portion
|
(233
|
)
|
(116
|
)
|
||||
Non-current portion
|
$
|
1,900
|
$
|
1,796
|
6.
|
Environmental Rehabilitation Provision
|
Nine months ended
September 30, 2019
|
Twelve months ended
December 31, 2018
|
|||||||
Environmental Rehabilitation Provision – beginning of period
|
$
|
61,107
|
$
|
65,402
|
||||
Change in estimate
|
(7,515
|
)
|
(3,478
|
)
|
||||
Liabilities discharged
|
(536
|
)
|
(2,613
|
)
|
||||
Accretion expense
|
1,527
|
1,796
|
||||||
Environmental Rehabilitation Provision – end of period
|
54,583
|
61,107
|
||||||
Less current portion
|
(2,639
|
)
|
(1,693
|
)
|
||||
Non-current portion
|
$
|
51,944
|
$
|
59,414
|
7.
|
Glencore Financing
|
•
|
Equity – $25.0 million placement of common shares in 2009; $30.0 million placement of common shares in 2010; $20.0 million placement of common shares in 2011; $20.960 million
purchase of common shares in 2013; $10.583 million purchase of common shares in the 2016 Private Placement; and a $243.435 million purchase of common shares in the 2019 Rights Offering;
|
•
|
Convertible debt (“Glencore Convertible Debt”) –$25.0 million initial principal secured convertible debentures drawn in 2008 and 2009. The convertible debt balance was fully
repaid with proceeds from the 2019 Rights Offering;
|
•
|
Non-convertible debt (“Glencore Non-Convertible Debt”) – 30.0 million initial principal secured debentures drawn in 2015; $11.0 million initial principal secured debenture
drawn in 2016; $14.0 million initial principal secured debentures drawn in 2016; $20.0 million initial principal secured debentures drawn in 2017 and 2018; and $80.0 million initial principal secured debenture 2018 drawn in 2018 with the
final tranche in the amount of $15.0 million cancelled by the Company. The non-convertible balance was fully repaid with proceeds from the 2019 Rights Offering; and
|
•
|
Promissory Note – agreement comprising $15.0 million initial principal note drawn in August 2019.
|
•
|
720,084,055 shares representing 71.6% of PolyMet's issued shares (December 31, 2018 - 92,836,072 shares);
|
•
|
Warrants to purchase 7,453,068 common shares at $0.6384 per share at any time until March 31, 2024, subject to mandatory exercise if the 20-day volume weighted average price
(“VWAP”) of PolyMet common shares is equal to or greater than 150% of the exercise price and PolyMet has received permits and construction finance is available (“Exercise Triggering Event”), and where the exercise price and the number of
warrants are subject to conventional anti-dilution provisions triggered upon closing of the Rights Offering on June 28, 2019;
|
•
|
Warrants to purchase 8,142,776 common shares at $0.8665 per share at any time until October 28, 2021, subject to acceleration at the Company’s option provided all permits
necessary to construct NorthMet have been received (“Acceleration Triggering Event”), and where the exercise price and the number of warrants are subject to conventional anti-dilution provisions triggered upon closing of the Rights Offering
on June 28, 2019; and
|
•
|
Warrants to purchase 721,302 common shares at $0.6756 per share at any time until October 28, 2021, and where the exercise price and the number of warrants are subject to
conventional anti-dilution provisions triggered upon closing of the Rights Offering on June 28, 2019.
|
•
|
$0.810 million to increase the convertible debt carrying value to the revised cash flows discounted using the original effective interest rate of 7.3%;
|
•
|
$0.360 million to reduce the non-convertible debt carrying value to the revised cash flows discounted using the original effective interest rate of 14.3%; and
|
•
|
$1.564 million to recognize fair value of the purchase warrants issued.
|
8.
|
Convertible Debt
|
Nine months ended
September 30, 2019
|
Twelve months ended
December 31, 2018
|
|||||||
Convertible Debt – beginning of period
|
$
|
56,984
|
$
|
49,067
|
||||
Transition to IFRS 9 (Note 2)
|
-
|
1,346
|
||||||
Convertible Debt – adjusted beginning of period
|
56,984
|
50,413
|
||||||
Change due to modification (Note 7)
|
792
|
3,142
|
||||||
Accretion and capitalized interest
|
2,105
|
3,429
|
||||||
Repayment
|
(59,881
|
)
|
-
|
|||||
Convertible Debt – end of period
|
-
|
56,984
|
||||||
Less current portion
|
-
|
(56,984
|
)
|
|||||
Non-current portion
|
$
|
-
|
$
|
-
|
9.
|
Non-Convertible Debt
|
Nine months ended
September 30, 2019
|
Twelve months ended
December 31, 2018
|
|||||||
Non-Convertible Debt – beginning of period
|
$
|
178,483
|
$
|
92,268
|
||||
Transition to IFRS 9 (Note 2)
|
-
|
813
|
||||||
Non-Convertible Debt – adjusted beginning of period
|
178,483
|
93,081
|
||||||
Change due to modification (Note 7)
|
(352
|
)
|
(1,452
|
)
|
||||
Accretion and capitalized interest
|
12,305
|
17,131
|
||||||
Funding, net of costs
|
-
|
69,723
|
||||||
Repayment
|
(190,436
|
)
|
-
|
|||||
Total Non-Convertible Debt
|
-
|
178,483
|
||||||
Less current portion
|
-
|
(178,483
|
)
|
|||||
Non-current portion
|
$
|
-
|
$
|
-
|
10.
|
Share Capital
|
a)
|
Issuances for Cash and Land Acquisition
|
b) |
Share-Based Compensation
|
c) |
Share Options
|
Nine months ended
September 30, 2019
|
Twelve months ended
December 31, 2018
|
|||
Number of
Options
|
Weighted
Average
Exercise
Price
|
Number of
Options
|
Weighted
Average
Exercise
Price
|
|
Outstanding – beginning of period
|
22,692,002
|
0.91
|
21,659,002
|
0.98
|
Granted
|
3,625,000
|
0.81
|
2,503,000
|
0.91
|
Exercised
|
(625,000)
|
0.71
|
(225,000)
|
0.67
|
Expired
|
(610,000)
|
0.71
|
(1,245,000)
|
2.06
|
Anti-dilution price adjustment
|
-
|
(0.12)
|
-
|
-
|
Outstanding – end of period
|
25,082,002
|
0.79
|
22,692,002
|
0.91
|
Nine months ended
September 30, 2019
|
Twelve months ended
December 31, 2018 |
|||||||
Risk-free interest rate
|
2.52
|
%
|
2.33% to 2.58%
|
|||||
Expected dividend yield
|
-
|
-
|
||||||
Expected forfeiture rate
|
-
|
-
|
||||||
Expected volatility
|
54.56
|
%
|
56.07% to 61.80%
|
|||||
Expected life in years
|
2.50
|
2.50 to 5.00
|
||||||
Weighted average fair value of each option
|
$
|
0.29
|
$
|
0.34 to $0.61
|
Range of Exercise
Prices
|
Number of
options
outstanding
|
Number of
options
exercisable
|
Weighted Average
Exercise Price
|
Weighted Average
Remaining Life
|
||||||||||||
0.52 to 0.69
|
10,294,000
|
9,994,000
|
$
|
0.63
|
2.49
|
|||||||||||
0.70 to 0.86
|
9,717,000
|
9,018,000
|
0.77
|
4.04
|
||||||||||||
0.87 to 1.30
|
3,846,002
|
3,846,002
|
0.96
|
1.77
|
||||||||||||
1.31 to 1.63
|
1,050,000
|
1,050,000
|
1.56
|
1.41
|
||||||||||||
1.64 to 2.66
|
175,000
|
115,000
|
2.23
|
0.12
|
||||||||||||
25,082,002
|
24,023,002
|
$
|
0.79
|
2.92
|
Nine months ended
September 30, 2019
|
Twelve months ended
December 31, 2018 |
|||||||
Outstanding - beginning of period
|
3,347,907
|
3,281,030
|
||||||
Issued
|
1,632,119
|
1,227,004
|
||||||
Vested
|
(1,049,364
|
)
|
(1,160,127
|
)
|
||||
Anti-dilution quantity adjustment
|
624,452
|
-
|
||||||
Outstanding - end of period
|
4,555,114
|
3,347,907
|
e) |
Bonus Shares
|
Nine months ended
September 30, 2019
|
Twelve months ended
December 31, 2018
|
|||||||||||||||
Allocated
|
Authorized
& Unissued
|
Allocated
|
Authorized
& Unissued
|
|||||||||||||
Outstanding – beginning of period
|
2,700,000
|
3,640,000
|
3,150,000
|
3,640,000
|
||||||||||||
Forfeited
|
-
|
-
|
(450,000
|
)
|
-
|
|||||||||||
Outstanding – end of period
|
2,700,000
|
3,640,000
|
2,700,000
|
3,640,000
|
Nine months ended
September 30, 2019
|
Twelve months ended
December 31, 2018
|
|||||||||||||||
Number of
Purchase
Warrants
|
Weighted
Average
Exercise
Price
|
Number of
Purchase
Warrants
|
Weighted
Average
Exercise
Price
|
|||||||||||||
Outstanding – beginning of period
|
27,189,713
|
$
|
0.95
|
21,322,212
|
$
|
0.99
|
||||||||||
Issued
|
6,458,001
|
0.74
|
6,458,001
|
0.82
|
||||||||||||
Anti-dilution price adjustment
|
-
|
(0.12
|
)
|
-
|
-
|
|||||||||||
Anti-dilution quantity adjustment
|
4,189,466
|
-
|
-
|
-
|
||||||||||||
Exercised
|
-
|
-
|
(590,500
|
)
|
1.00
|
|||||||||||
Expiration
|
(6,458,001
|
)
|
0.82
|
-
|
-
|
|||||||||||
Outstanding – end of period
|
31,379,179
|
$
|
0.80
|
27,189,713
|
$
|
0.95
|
Nine months ended
September 30, 2019
|
Twelve months ended
December 31, 2018
|
|||||||
Risk-free interest rate
|
2.18
|
%
|
2.05
|
%
|
||||
Expected dividend yield
|
-
|
-
|
||||||
Expected forfeiture rate
|
-
|
-
|
||||||
Expected volatility
|
52.59
|
%
|
54.54
|
%
|
||||
Expected life in years
|
3.00
|
1.02
|
||||||
Weighted average fair value of each warrant
|
$
|
0.24
|
$
|
0.36
|
11.
|
Finance Costs - Net
|
Nine months ended
|
||||||||
September 30,
2019
|
September 30,
2018
|
|||||||
Debt accretion and capitalized interest:
Convertible debt (Note 8)
|
$
|
2,105
|
$
|
2,414
|
||||
Non-convertible debt (Note 9)
|
12,305
|
11,896
|
||||||
Promissory note (Note 7)
|
188
|
-
|
||||||
Environmental rehabilitation provision accretion (Note 6)
|
1,527
|
1,327
|
||||||
Other finance costs
|
1,000
|
682
|
||||||
Less: amounts capitalized on qualifying assets
|
(14,598
|
)
|
(14,310
|
)
|
||||
Finance costs
|
2,527
|
2,009
|
||||||
Income on cash and restricted deposits
|
(655
|
)
|
(163
|
)
|
||||
Finance income
|
(655
|
)
|
(163
|
)
|
||||
Finance costs - net
|
$
|
1,872
|
$
|
1,846
|
12.
|
Related Party Transactions
|
Nine months ended
|
||||||||
September 30,
2019
|
September 30,
2018
|
|||||||
Salaries and other short-term benefits
|
$
|
1,918
|
$
|
1,624
|
||||
Other long-term benefits
|
44
|
36
|
||||||
Share-based payment (1)
|
1,713
|
1,526
|
||||||
Total
|
$
|
3,675
|
$
|
3,186
|
(1)
|
Share-based payment represents the amount capitalized or expensed during the period (see Note 10).
|
13.
|
Commitments and Contingencies
|
14.
|
Financial Instruments and Risk Management
|
Amortized
Cost
|
Fair value through
profit or loss
|
Total carrying value
|
||||||||||
Financial assets
|
||||||||||||
Cash
|
$
|
14,995
|
$
|
-
|
$
|
14,995
|
||||||
Restricted deposits
|
662
|
10,116
|
10,778
|
|||||||||
Amounts receivable
|
345
|
2,133
|
2,478
|
|||||||||
Total financial assets
|
16,002
|
12,249
|
28,251
|
|||||||||
Financial liabilities
|
||||||||||||
Accounts payable and accruals
|
5,183
|
132
|
5,315
|
|||||||||
Lease liabilities
|
638
|
-
|
638
|
|||||||||
Total financial liabilities
|
$
|
5,821
|
$
|
132
|
$
|
5,953
|
Amortized
Cost
|
Fair value through
profit or loss
|
Total carrying value
|
||||||||||
Financial assets
|
||||||||||||
Cash
|
$
|
13,857
|
$
|
-
|
$
|
13,857
|
||||||
Restricted deposits
|
10,286
|
-
|
10,286
|
|||||||||
Amounts receivable
|
680
|
1,912
|
2,592
|
|||||||||
Total financial assets
|
24,823
|
1,912
|
26,735
|
|||||||||
Financial liabilities
|
||||||||||||
Accounts payable and accruals
|
3,554
|
371
|
3,925
|
|||||||||
Lease liabilities
|
88
|
-
|
88
|
|||||||||
Convertible debt
|
56,984
|
-
|
56,984
|
|||||||||
Non-convertible debt
|
178,483
|
-
|
178,483
|
|||||||||
Total financial liabilities
|
$
|
239,109
|
$
|
371
|
$
|
239,480
|
|
Level 1 |
– |
Quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
|
Level 2 |
– |
Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
|
|
Level 3 |
– |
Inputs for the asset or liability that are not based on observable market data.
|
•
|
Obtaining and maintaining permits;
|
•
|
Raising the funds necessary to develop the NorthMet Project and continue operations;
|
•
|
Execution of prospective business plans; and
|
•
|
Complying with applicable government regulations and standards.
|
•
|
Changes in general economic and business conditions, including changes in interest rates and exchange rates;
|
•
|
Changes in the resource market including prices of natural resources, costs associated with mineral exploration and development, and other economic conditions;
|
•
|
Natural phenomena;
|
•
|
Actions by governments and authorities including changes in government regulation;
|
•
|
Uncertainties associated with legal proceedings; and
|
•
|
Other factors, many of which are beyond the Company’s control.
|
•
|
In June 2019, the Company completed a $265.0 million rights offering, fully backstopped by Glencore, AG (“Glencore”) with the proceeds used to fully repay outstanding debt and strengthen the Company’s
financial position. As a result of the rights offering, Glencore’s ownership of the Company’s issued shares increased to 71.6%;
|
•
|
In preparation for construction, the Company completed geotechnical investigations, installed monitoring wells, advanced project execution planning and implemented its environmental management system;
|
•
|
In March 2019, the Company received the federal Record of Decision and wetlands permit from the USACE, which was the last key permit or approval needed to construct and operate the NorthMet Project;
|
•
|
In December 2018, the Company received all MPCA permits for NorthMet for which the Company had applied, including air and water permits; and
|
•
|
In November 2018, the Company received all MDNR permits for NorthMet for which the Company had applied, including the Permit to Mine, dam safety and water appropriations permits.
|
•
|
Continue successful resolution of ongoing legal challenges to permits;
|
•
|
Maintain political, social and regulatory support for the Project;
|
•
|
Finalize Project optimization plan;
|
•
|
Finalize Project implementation plan; and
|
•
|
Complete construction finance, subject to typical conditions precedent.
|
•
|
Equity – $25.0 million placement of PolyMet common shares in 2009; $30.0 million placement of PolyMet common shares in 2010; $20.0 million placement of PolyMet common shares in 2011; $20.960 million purchase
of PolyMet common shares in 2013; $10.583 million purchase of PolyMet common shares in the 2016 Private Placement; and a $243.435 million purchase of PolyMet common shares in the 2019 Rights Offering;
|
•
|
Convertible debt (“Glencore Convertible Debt”) – $25.0 million initial principal secured convertible debentures drawn in 2008 and 2009. The convertible debt balance was fully repaid with proceeds from the
2019 Rights Offering; and
|
•
|
Non-convertible debt (“Glencore Non-Convertible Debt”) – $30.0 million initial principal secured debentures drawn in 2015; $11.0 million initial principal secured debenture drawn in 2016; $14.0 million
initial principal secured debentures drawn in 2016; $20.0 million initial principal secured debentures drawn in 2017 and 2018; and $80.0 million initial principal secured debenture 2018 drawn in 2018 with the final tranche in the amount of
$15.0 million cancelled by the Company. The non-convertible balance was fully repaid with proceeds from the 2019 Rights Offering; and
|
•
|
Promissory Note – agreement comprising $15.0 million initial principal note drawn in August 2019.
|
•
|
720,084,055 shares representing 71.6% of PolyMet's issued shares (December 31, 2018 - 92,836,072 shares);
|
•
|
Warrants to purchase 7,453,068 common shares at $0.6384 per share at any time until March 31, 2024, subject to mandatory exercise if the 20-day volume weighted average price (“VWAP”) of PolyMet common shares
is equal to or greater than 150% of the exercise price and PolyMet has received permits and construction finance is available (“Exercise Triggering Event”), and where the exercise price and the number of warrants are subject to conventional
anti-dilution provisions triggered upon closing of the Rights Offering on June 28, 2019;
|
•
|
Warrants to purchase 8,142,776 common shares at $0.8665 per share at any time until October 28, 2021, subject to acceleration at the Company’s option provided all permits necessary to construct NorthMet have
been received (“Acceleration Triggering Event”), and where the exercise price and the number of warrants are subject to conventional anti-dilution provisions triggered upon closing of the Rights Offering on June 28, 2019; and
|
•
|
Warrants to purchase 721,302 common shares at $0.6756 per share at any time until October 28, 2021, and where the exercise price and the number of warrants are subject to conventional anti-dilution provisions
triggered upon closing of the Rights Offering on June 28, 2019.
|
Purpose
|
Planned
|
Actual To Date
|
Variance
|
|
Rights Offering Proceeds
|
265,000
|
265,000
|
-0-
|
|
Repay Glencore Debt
|
(251,310)
|
(250,318)
|
992
|
(1)
|
Rights Offering Standby Fee
|
(7,690)
|
(7,690)
|
-0-
|
|
Rights Offering Expenses
|
(6,000)
|
(4,263)
|
1,737
|
(2)
|
General Corporate Purposes
|
-
|
(2,729)
|
(2,729)
|
|
TOTAL
|
-0-
|
-0-
|
-0-
|
Period Ended |
||||||||||||||||||||||||||||||||
Sep 30,
2019
|
Jun 30,
2019
|
Mar 31,
2019
|
Dec 31,
2018
|
Sep 30,
2018
|
Jun 30,
2018
|
Mar 31,
2018
|
Dec 31,
2017
|
|||||||||||||||||||||||||
General and Administrative
|
(1,287
|
)
|
(1,021
|
)
|
(2,744
|
)
|
(1,529
|
)
|
(1,262
|
)
|
(1,509
|
)
|
(2,770
|
)
|
(1,584
|
)
|
||||||||||||||||
Other Income (Expenses)
|
(291
|
)
|
111
|
(3,074
|
)
|
(1,380
|
)
|
(426
|
)
|
(1,147
|
)
|
(5,020
|
)
|
(350
|
)
|
|||||||||||||||||
Loss for the Period
|
(1,578
|
)
|
(910
|
)
|
(5,818
|
)
|
(2,909
|
)
|
(1,688
|
)
|
(2,656
|
)
|
(7,790
|
)
|
(1,934
|
)
|
||||||||||||||||
Loss per Share (1)
|
(0.00
|
)
|
(0.00
|
)
|
(0.02
|
)
|
(0.01
|
)
|
(0.01
|
)
|
(0.01
|
)
|
(0.02
|
)
|
(0.01
|
)
|
||||||||||||||||
Cash provided by (used in) operating activities
|
(1,415
|
)
|
1,290
|
(1,954
|
)
|
(1,804
|
)
|
(512
|
)
|
(1,164
|
)
|
(2,322
|
)
|
(748
|
)
|
|||||||||||||||||
Cash provided by financing activities
|
14,997
|
2,713
|
62
|
45,500
|
61
|
19,723
|
4,804
|
-
|
||||||||||||||||||||||||
Cash used in investing activities
|
(4,749
|
)
|
(4,138
|
)
|
(5,664
|
)
|
(36,794
|
)
|
(10,178
|
)
|
(5,383
|
)
|
(4,998
|
)
|
(3,569
|
)
|
(1)
|
Loss per share amounts may not reconcile due to rounding differences.
|
September 30, 2019 - $0.120 million
|
|
September 30, 2018 - $0.182 million
|
June 30, 2019 - $0.109 million
|
|
June 30, 2018 - $0.276 million
|
March 31, 2019 - $1.189 million
|
|
March 31, 2018 - $1.179 million
|
December 31, 2018 - $0.105 million
|
|
December 31, 2017 - $0.223 million
|
|
Level 1
|
– |
Quoted prices (unadjusted) in active markets for identical assets or liabilities;
|
|
Level 2
|
– |
Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and
|
|
Level 3
|
– |
Inputs for the asset or liability that are not based on observable market data.
|
Nine months ended
|
||||||||
September 30,
2019 (1)
|
September 30,
2018 (2)
|
|||||||
Salaries and other short-term benefits
|
$
|
1,918
|
$
|
1,624
|
||||
Other long-term benefits
|
44
|
36
|
||||||
Share-based payment (3)
|
1,713
|
1,526
|
||||||
Total
|
$
|
3,675
|
$
|
3,186
|
(1)
|
Nine months ended September 30, 2019 includes Directors (Dennis Bartlett, Jonathan Cherry, Mike Ciricillo, David Dreisinger, W. Ian L. Forrest, Peter Freyberg, Helen Harper, Alan Hodnik, Stephen Rowland and
Michael Sill) and senior management (Jonathan Cherry, Patrick Keenan and Bradley Moore).
|
(2)
|
Nine months ended September 30, 2018 includes Directors (Dennis Bartlett, Jonathan Cherry, Mike Ciricillo, David Dreisinger, W. Ian L. Forrest, Helen Harper, Alan Hodnik, Stephen Rowland, Michael Sill) and
senior management (Jonathan Cherry, Patrick Keenan and Bradley Moore).
|
(3)
|
Share-based payment represents the amount expensed during the period.
|
Type of Security
|
Number
Outstanding
|
Weighted Average Exercise Price
|
||||||
Issued and outstanding common shares (1)
|
1,005,230,259
|
$
|
-
|
|||||
Restricted share units
|
4,459,614
|
$
|
-
|
|||||
Share options
|
24,967,002
|
$
|
0.78
|
|||||
Share purchase warrants
|
31,379,179
|
$
|
0.80
|
|
(1) Includes 95,500 of restricted shares which vest upon production.
|
1. |
Review: I have reviewed the interim financial report and interim
MD&A (together, the “interim filings”) of PolyMet Mining Corp. (the “issuer”) for the interim period ended September 30, 2019.
|
2. |
No misrepresentations: Based on my knowledge, having exercised
reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances
under which it was made, with respect to the period covered by the interim filings.
|
3. |
Fair presentation: Based on my knowledge, having exercised reasonable
diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as
of the date of and for the periods presented in the interim filings.
|
4. |
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in
Issuers’ Annual and Interim Filings, for the issuer.
|
5. |
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying
officer(s) and I have, as at the end of the period covered by the interim filings
|
(a) |
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
|
(i) |
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
|
(ii) |
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is
recorded, processed, summarized and reported within the time periods specified in securities legislation; and
|
(b) |
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with the issuer’s GAAP.
|
5.1 |
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the
issuer’s ICFR is the Internal Control – Integrated Framework (2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
|
6. |
Reporting changes in ICFR: The issuer has disclosed in its interim
MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2019 and ended on September 30, 2019 that
has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
|
1. |
Review: I have reviewed the interim financial report and interim
MD&A (together, the “interim filings”) of PolyMet Mining Corp. (the “issuer”) for the interim period ended September 30, 2019.
|
2. |
No misrepresentations: Based on my knowledge, having exercised
reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances
under which it was made, with respect to the period covered by the interim filings.
|
3. |
Fair presentation: Based on my knowledge, having exercised reasonable
diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as
of the date of and for the periods presented in the interim filings.
|
4. |
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in
Issuers’ Annual and Interim Filings, for the issuer.
|
5. |
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying
officer(s) and I have, as at the end of the period covered by the interim filings
|
(a) |
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
|
(i) |
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
|
(ii) |
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is
recorded, processed, summarized and reported within the time periods specified in securities legislation; and
|
(b) |
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with the issuer’s GAAP.
|
5.1 |
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the
issuer’s ICFR is the Internal Control – Integrated Framework (2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
|
6. |
Reporting changes in ICFR: The issuer has disclosed in its interim
MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2019 and ended on September 30, 2019 that
has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
|
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