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 March , 2020
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deemed a part of such registration statement from the date on which this report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished by PolyMet Mining Corp.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
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News Release dated March 30, 2020 | |
99.2 | MATERIAL CHANGE REPORT |
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99.3 |
SUBSCRIPTION AGREEMENT |
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.
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PolyMet Mining Corp.
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(Registrant)
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Date: March 30, 2020
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By:
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/s/ Jonathan Cherry
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Jonathan Cherry
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Title:
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President and CEO
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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
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NEWS RELEASE |
2020-09
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•
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Following receipt of the final key permit in March, the company completed geotechnical investigations, installed monitoring wells, advanced project execution planning and implemented its environmental management
system;
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•
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In November 2019, mineral resources and reserves for the NorthMet deposit were updated based on results of the 2018-19 drilling program resulting in Proven and Probable Reserve increase of 14% to 290 million tons
and Measured and Indicated Resource increase of 22% to 795 million tons;
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•
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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%;
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•
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In March 2019, the company received the federal Record of Decision and wetlands permit from the U.S. Army Corps of Engineers for NorthMet, which was the last key permit or approval needed to construct and operate
the project. This followed receipt of all state permits in late 2018 for which the company had applied, including the Permit to Mine, dam safety and water appropriations permits and air and water quality permits (all subject to
litigation); and
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•
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A number of legal challenges have been filed contesting various aspects of federal and state decisions. The company continues to litigate these decisions in state and federal court. It has received favorable
final decisions in six cases to date.
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•
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Successfully defend against legal challenges to permits;
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•
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Maintain political, social and regulatory support for the project;
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•
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Continue engineering and optimization of the project; and
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•
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Finalize project implementation plan.
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Balance Sheet
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December 31, 2019
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December 31, 2018
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Cash & equivalents
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$
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7,401
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$
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13,857
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Working capital
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(3,043
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)
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(225,359
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)
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Total assets
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457,315
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485,629
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Total liabilities
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73,175
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300,587
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Shareholders’ equity
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$
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384,140
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$
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185,042
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Income and Cash Flow Statement
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Year ended
December 31, 2019
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Year ended
December 31, 2018
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General & administrative expense
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$
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7,870
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$
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7,070
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Other Expenses:
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Finance & Other
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(947
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)
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544
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Non-cash rehabilitation accretion
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2,072
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1,796
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Non-cash loss on fair value update
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(264
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)
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971
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Non-cash asset impairment
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47,168
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-
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Non-cash loss on debenture modification
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2,004
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4,109
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Non-cash loss on disposals
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-
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553
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Loss for the period:
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57,903
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15,043
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Loss per share
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0.09
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0.05
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Investing Activities
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NorthMet Project
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$
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19,740
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$
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57,353
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Weighted average shares outstanding
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672,091,052
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320,495,981
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•
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Loss for the year ended December 31, 2019, was $57.9 million compared with $15.0 million for the prior year period. The increase was primarily due to a non-cash asset impairment related to project delays
associated with legal challenges to permits. General and administrative expenses for the twelve months ended December 31, 2019, were $7.9 million compared with $7.1 million for the prior year period.
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•
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Investment in the NorthMet Project totaled $19.7 million during the year ended December 31, 2019, compared with $57.4 million in the prior year period. The prior year included $21.1 million in wetland credit
purchases and $10.0 million to fund the environmental rehabilitation trust required under the Permit to Mine.
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1.
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Name and Address of Company
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2.
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Date of Material Change
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3.
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News Release
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4.
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Summary of Material Change
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6.
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Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
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7.
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Omitted Information
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8.
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Executive Officer
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POLYMET MINING CORP. | |||
Per:
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/s/ Patrick Keenan | ||
Patrick Keenan | |||
Executive Vice President and Chief Financial | |||
Officer |
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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
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NEWS RELEASE
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2020-06 |
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Exhibit 99.3
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TO: | POLY MET MINING, INC. (the “Issuer”) |
AND TO: | POLYMET MINING CORP. (the “Parent”) |
1.
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Complete and sign this Subscription Agreement.
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2.
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Send the completed and signed document to the Parent’s Corporate Controller, Ryan Vogt, at rvogt@polymetmining.com and a wire transfer in the principal amount of US$7,000,000 (being the first tranche of the Note)
to the account information provided by the Issuer.
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NAME AND ADDRESS OF SUBSCRIBER:
Glencore AG Baarermattstrasse 3, CH-6430 Baar
Name of Subscriber (please print) |
SIGNATURE OF SUBSCRIBER:
X _________________________________________
Signature of individual (if Subscriber is an individual) |
Address of Subscriber (residence if an individual) (street) |
X /s/ Martin Haering & Stefan Huber
Authorized signatory (if Subscriber is not an individual) |
Baarermattstrasse 3, CH-6430 Baar
City ProvincePostal Code |
Martin Haering & Stefan Huber
Name of Authorized signatory (please print) |
info@glencore.com
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0041 41 709 35 35
Fax |
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0041 41 709 35 36
Phone |
POLY MET MINING, INC.
by:_/s/ Patrick Keenan____________________________ (Authorized Signatory) |
POLYMET MINING CORP.
by:__ /s/ Patrick Keenan__________________________ (Authorized Signatory) |
(a)
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The Notes will be on substantially the terms set out in Schedule A hereto and will be convertible into
common shares of the Parent (the “Conversion Shares”) in accordance with the terms of the Notes;
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(b)
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The Subscriber is resident in or otherwise subject to applicable securities laws of a jurisdiction other than Canada and the United States;
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(c)
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The Subscriber confirms, represents and warrants that:
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(1)
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the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws of the jurisdiction in which the
Subscriber is resident (the "International Jurisdiction") and which would apply to the acquisition of the Notes; and
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(2)
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the Subscriber is purchasing the Notes pursuant to exemptions from the prospectus or registration requirements or equivalent requirements under applicable securities
laws or, if such is not applicable, the Subscriber is permitted to purchase the Notes under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions; and
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(3)
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the applicable securities laws of the International Jurisdiction do not require the Issuer or the Parent to make any filings or seek any approvals of any kind
whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Notes; and
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(4)
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the purchase of the Notes by the Subscriber does not trigger (i) any obligation to prepare and file a prospectus or similar document, or other report with respect to such purchase in
the International Jurisdiction; or (ii) any continuous disclosure reporting obligation of the Issuer or the Parent in the International Jurisdiction.
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(b)
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the Subscriber is purchasing the Notes as principal for its own account, and not for the benefit of any other person, for investment only and not with the intention of selling or redistributing the Notes to
others;
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(e)
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the Subscriber is a resident of the jurisdiction of its address, as set out on the cover page hereof, and all acts, directly or indirectly, in connection with this Subscription have
occurred only in that jurisdiction;
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(f)
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unless the Subscriber has completed a Certification of U.S. Subscriber in a form acceptable to the Issuer:
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(i)
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the Subscriber is not a “U.S. Person” (the definition of which includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or
administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States);
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(ii)
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the Subscriber was outside the United States at the time of execution and delivery of this Subscription Agreement;
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(iii)
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no offers to sell the Notes were made by any person to the Subscriber while the Subscriber was in the United States;
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(iv)
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the Notes were not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States; and
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(v)
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the Subscriber acknowledges that the Notes have not been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and
may not be offered or sold in the United States, and the Subscriber undertakes and agrees that it will not offer or sell the Notes in the United States unless such Notes is registered under the 1933 Act and the securities laws of all
applicable states of the United States or an exemption from such registration requirements is available. The Subscriber understands that the Issuer and the Parent have no obligation or present intention of filing a registration statement
under the 1933 Act in respect of the Note or the Convertible Shares;
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the Issuer and the Parent to, among other things, prepare and file and deliver to the Subscriber a prospectus or other offering document and that, as a result: (i) no securities commission
or similar regulatory authority has reviewed or passed on the merits of the Notes or the Conversion Shares; (ii) the Subscriber will not receive a prospectus and the Issuer and the Parent are not required to provide the Subscriber with
the information that would otherwise be required to be provided to the Subscriber under the Securities Laws in a prospectus or other offering document; (iii) the Subscriber is not entitled to certain civil remedies that would otherwise be
available under the Securities Laws were the Notes or Conversion Shares to be sold under a prospectus or other offering document (for example, a right of action against the Issuer or the Parent for a misrepresentation or withdrawal); and
(iv) the Subscriber will not receive any other benefits associated with a purchase of securities distributed under a prospectus;
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(h)
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the Subscriber has had the opportunity to ask and have answered any and all questions which the Subscriber wished with respect to the Subscription hereby made;
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(i)
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the Subscriber is not purchasing the Notes as a result of any verbal or written representations as to fact or otherwise made by or on behalf of the Issuer or the Parent or any other person;
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(j)
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the Subscriber acknowledges that the proceeds from the sale of the Notes will be used for general working capital purposes;
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(k)
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the Subscriber acknowledges that the purchase of the Notes involves risk, that there is no government guarantee or insurance covering the Notes and that the Subscriber may lose its entire
investment;
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(l)
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the Subscriber understands that there is no market for the Notes and that no market may ever develop, that the Notes and Conversion Shares are subject to resale restrictions under the
Securities Laws and agrees that it is the Subscriber’s responsibility to investigate and to comply with those resale restrictions;
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(m)
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the Subscriber acknowledges that the purchase of the Notes has not been made through or as a result of any advertising; and
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(n)
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the Subscriber acknowledges that the Notes may bear a notice or legend reciting the resale restrictions in order to comply with applicable Securities Laws.
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(i) |
Debt existing on the date hereof and set forth in the interim consolidated financial statements of the Parent for the interim period ended September 30, 2019;
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(ii) |
trade accounts due and payable within sixty (60) days and considered unsecured obligations incurred in the ordinary course of business (but excluding Debt for borrowed money); and
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(iii) |
any Senior Construction Financing.
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(a)
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a word importing the masculine, feminine or neuter gender also includes members of the other genders;
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(b)
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a word defined in or importing the singular number has the same meaning when used in the plural number, and vice versa;
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(c)
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a word importing persons shall include partnerships and corporations;
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(d)
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the headings to each section are inserted for convenience of reference only and do not form part of this Debenture;
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(e)
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all dollar amounts shall be in dollars of the United States of America unless otherwise specified; and
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(f)
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“including” means “including without limitation”.
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(ii)
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Carry on Business.
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(i)
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Share Repurchases: A purchase or redemption of Common Shares by the Parent on any day at an average price on that day which exceeds the Share
Repurchase Threshold will constitute a Dividend, and the amount of such Dividend per Common Share will be such excess. On any day, the “Share Repurchase Threshold” means the Current Market Price of
the Common Shares either (1) on that date, or (2) where an announcement (excluding for the avoidance of doubt, general authority for such purchases given by a shareholders meeting of the Parent or any notice convening such meeting) has been
made of the intention to purchase Common Shares at some future date at a specified price, on the Business Day immediately preceding the date of such announcement.
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(ii)
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Adjustment Event. If and whenever the Parent shall distribute any dividend to the Shareholders, the Conversion Price shall be subject to adjustment in
accordance with this Section 7(a).
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(iii)
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Effective Date: For the purposes of this Section 7(a), the “Effective Date” means the date on which the relevant dividend is actually distributed.
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(iv)
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Adjustment to the Conversion Price: If and whenever the Parent shall distribute any dividend to the Shareholders, where the Maturity Date in respect
of the relevant part (if applicable) of the Debenture has not occurred prior to the Effective Date, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following
fraction:
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(v)
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Effective of Adjustment. The Conversion Price as adjusted pursuant to this Section 7(a) shall apply, with effect from and including the Effective
Date, where the Maturity Date in respect of the relevant part (if applicable) of the Debenture has not occurred prior to the Effective Date. Any such adjustment shall be subject to any subsequent adjustment pursuant to the provisions of
this Debenture.
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(i)
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Adjustment Event. If and whenever there shall be any consolidation or subdivision of the Common Shares, the Conversion Price shall be subject to
adjustment in accordance with this Section 7(b).
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(ii)
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Effective Date: For the purposes of this Section 7(b), the “Effective Date” means the date on which such subdivision or consolidation becomes
effective.
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(iii)
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Adjustment to the Conversion Price: Where the Maturity Date in respect of the relevant part (if applicable) of the Debenture has not occurred prior to
the Effective Date, the Conversion Price shall be adjusted by multiplying the Conversion Price in effect immediately prior to the Effective Date by the following fraction:
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(iv)
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Effective of Adjustment. The Conversion Price as adjusted pursuant to this Section 7(b) shall apply, with effect from and including the Effective
Date, where the Maturity Date in respect of the relevant part (if applicable) of the Debenture has not occurred prior to the Effective Date. Any such adjustment shall be subject to any subsequent adjustment pursuant to the provisions of
this Debenture.
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(i)
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Adjustment Event. If and whenever the Parent shall issue, grant or offer Common Shares, Share-Related Securities, Securities Rights in respect of
Common Shares or Securities Rights in respect of Share-Related Securities to all or substantially all of the Shareholders as a class by way of rights as a result of which, in each case, Shareholders have the right to acquire Common Shares
at a Consideration per Common Share which is less than 100%, of the Current Market Price of the Common Shares on the Exchange Business Day immediately preceding the date of the first public announcement of such issue, grant or offer, the
Conversion Price shall be subject to adjustment in accordance with this Section 7(c).
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(ii)
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Effective Date: For the purposes of this Section 7(c), the “Effective Date” means the first date on which the Common Shares are traded ex-rights,
ex-warrants or ex-options on the Principal Market.
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(iii)
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Adjustment to the Conversion Price: Where the Maturity Date in respect of the relevant part (if applicable) of the Debenture has not occurred prior to
the Effective Date, the Conversion Price shall be adjusted by multiplying the Conversion in effect immediately prior to the Effective Date by the following fraction:
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(iv)
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Formula: If on the date (for purposes of this Section 7(c), the “Specified Date”) of issue, grant or offer of
the relevant Share-Related Securities, Securities Rights in respect of Common Shares or Securities Rights in respect of Share-Related Securities to all or substantially all of the Shareholders as a class by way of rights the maximum number
of Common Shares which could be issued upon exercise in full of the rights to subscribe for, purchase or otherwise acquire Common Shares pursuant to the terms of such Share-Related Securities or Securities Rights is to be determined by
reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time then, for the purposes of this Section 7(c), “C” shall be determined by the application of such formula or variable
feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such subscription, purchase or acquisition had taken place on the Specified Date; provided, however, that if such Share-Related Securities
or Securities Rights expire or are canceled prior to the subsequent full exercise of this Warrant, the Aggregate Consideration for the related Common Shares shall not include the exercise, exchange or conversion price of such expired or
canceled Share-Related Securities or Securities Rights.
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(v)
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Effect of Adjustment. The Conversion Price as adjusted pursuant to this Section 7(c) shall apply, with effect from and including the Effective Date,
where the Maturity Date in respect of the relevant part (if applicable) of the Debenture has not occurred prior to the Effective Date. Any such adjustment shall be subject to any subsequent adjustment pursuant to the provisions of this
Debenture.
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(vi)
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Adjustment Event. If and whenever the Parent shall issue any securities (other than Common Shares, Share-Related Securities, Securities Rights in
respect of Common Shares or Securities Rights in respect of Share-Related Securities) to all or substantially all of the Shareholders as a class by way of rights or the Parent shall issue or grant any Securities Rights in respect of any
securities (other than Common Shares, Share-Related Securities, Securities Rights in respect of Common Shares or Securities Rights in respect of Share-Related Securities) or assets to all or substantially all of the Shareholders as a class,
the Conversion Price shall be subject to adjustment in accordance with this Section 7(d).
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(vii)
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Effective Date: For the purposes of this Section 7(d), the “Effective Date” means the first date on which the Common Shares are traded ex-rights,
ex-warrants or ex-options on the Principal Market.
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(viii)
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Adjustment to the Conversion Price: Where the Maturity Date in respect of the relevant part (if applicable) of the Debenture has not occurred prior to
the Effective Date, the Conversion Price shall be adjusted by multiplying the Conversion in effect immediately prior to the Effective Date by the following fraction:
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POLY MET MINING, INC. | |||
By:
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Name: |
Patrick Keenan | ||
Title: |
Executive Vice President and Chief Financial Officer | ||
Date
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Decreases
Principal amount repaid
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Remaining principal balance of Debenture
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Initialed by Company CEO/CFO
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Initialed by authorized representative of Holder
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1.
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We are the duly appointed Chief Executive Officer and Chief Financial Officer of the Corporation and as such we are providing this certificate for and on behalf of the Corporation
pursuant to the Debenture.
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(Name – please print)
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Chief Executive Officer
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(Name – please print)
Chief Financial Officer |
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