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. ¨
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 plc |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF (see Item 3) |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
¨ |
6 |
CITIZEN OR PLACE OF ORGANIZATION
Jersey |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
100,576,948 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
100,576,948 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,576,948 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.3% |
14 |
TYPE OF REPORTING PERSON
CO; HC |
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
(a)
o
(b)
o |
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 |
CITIZEN OR PLACE OF ORGANIZATION
Switzerland |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
100,576,948 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
100,576,948 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,576,948 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.3% |
14 |
TYPE OF REPORTING PERSON
CO; HC |
|
|
|
|
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
(a)
o
(b)
o |
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 |
CITIZEN OR PLACE OF ORGANIZATION
Switzerland |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
100,576,948 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
100,576,948 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,576,948 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.3% |
14 |
TYPE OF REPORTING PERSON
CO |
|
|
|
|
Explanatory Note:
This Amendment No. 25 (this “Amendment
No. 25”) amends and restates the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”)
by Glencore Holding AG, Glencore International AG and Glencore AG on November 10, 2008, and amended by Amendment No. 1 thereto filed on
December 24, 2008, Amendment No. 2 thereto filed on June 22, 2009, Amendment No. 3 thereto filed on September 4, 2009, Amendment No. 4
thereto filed on November 3, 2009, Amendment No. 5 thereto filed on November 23, 2009, Amendment No. 6 thereto filed on January 27, 2010,
Amendment No. 7 thereto filed on November 15, 2010, Amendment No. 8 thereto filed on June 2, 2011 (which amendment removed Glencore Holding
AG as a Reporting Person and added Glencore International plc (now known as Glencore plc) as a Reporting Person), Amendment No. 9 thereto
filed on July 15, 2011, Amendment No. 10 thereto filed on December 6, 2011, Amendment No. 11 thereto filed on October 16, 2012, Amendment
No. 12 thereto filed on April 16, 2013, Amendment No. 13 thereto filed on June 10, 2013, Amendment No. 14 thereto filed on July 8, 2013,
Amendment No. 15 thereto filed on April 29, 2014, Amendment No. 16 thereto filed on August 5, 2015, Amendment No. 17 thereto filed on
December 18, 2015, Amendment No. 18 thereto filed on September 19, 2016, Amendment No. 19 thereto filed on November 1, 2016, Amendment
No. 20 thereto filed on April 4, 2018, Amendment No. 21 thereto filed on March 29, 2019, Amendment No. 22 thereto filed on May 13, 2019,
Amendment No. 23 thereto filed on July 8, 2019, and Amendment No. 24 thereto filed on April 8, 2020 (as so amended, the “Statement”)
relating to the common shares, no par value (“Common Shares”), of PolyMet Mining Corp., a corporation incorporated under the
laws of the Province of British Columbia, Canada (the “Issuer”). This Amendment No. 25 reflects changes to Items 3, 4 and
5 of the Statement.
Item 1 Security and Issuer
This Schedule 13D relates to the common shares,
without par value (the “Common Shares”), of PolyMet Mining Corp., a corporation incorporated under the laws of the Province
of British Columbia, Canada. The Issuer’s principal executive office is located at First Canadian Place, 100 King Street West,
Suite 5700, Toronto, Ontario Canada M5X 1C7.
Item 2 Identity and Background
This Schedule 13D is being filed by (a) Glencore
plc (formerly known as Glencore Xstrata plc) (“Glencore plc”), (b) Glencore International AG (“Glencore International”)
and (c) Glencore AG (collectively, the “Reporting Persons”). Glencore plc is a company organized under the laws of Jersey.
Each of Glencore International and Glencore AG is a company organized under the laws of Switzerland.
Glencore plc is a public company with its ordinary
shares listed on the London Stock Exchange and the Johannesburg Stock Exchange. Glencore plc is the parent company of Glencore International
which, together with its subsidiaries, including Glencore AG, is a leading integrated producer and marketer of natural resources, with
worldwide activities in the production, refinement, processing, storage, transport and marketing of metals and minerals, energy products
and agricultural products. Each of the Reporting Persons other than Glencore plc is a direct or indirect wholly-owned subsidiary of Glencore
plc. Glencore AG is a direct wholly-owned subsidiary of Glencore International.
The address of the principal business and office
of each of the Reporting Persons is Baarermattstrasse 3, CH-6340, Baar, Switzerland.
The name, citizenship, occupation and principal
business address of each director and executive officer of the Reporting Persons are listed in Schedule 1 hereto (the “Schedule
1 Persons”), which Schedule 1 is incorporated herein by reference.
During the last five years, none of the Reporting
Persons, or, to the Reporting Persons’ knowledge, any of the Schedule 1 Persons, has been (i) convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or (ii) party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On October 31, 2008, Glencore AG, the Issuer and
the Issuer’s wholly owned subsidiary, Poly Met Mining, Inc., a Minnesota corporation (the “Issuer Subsidiary”), entered
into a purchase agreement (the “Original Purchase Agreement”), as amended by a letter agreement (“Amendment No. 1”),
dated as of November 28, 2008, and as further amended by a letter agreement (“Amendment No. 2”), dated as of December 12,
2008, a letter agreement (“Amendment No. 3”), dated as of December 19, 2008, a letter agreement (“Amendment No. 4”),
dated as of January 30, 2009, a letter agreement (“Amendment No. 5”), dated as of February 24, 2009, a letter agreement (“Amendment
No. 6”), dated as of March 30, 2009, a letter agreement (“Amendment No. 7”), dated as of April 28, 2009, a letter agreement
(“Amendment No. 8”), dated as of June 4, 2009, a letter agreement (“Amendment No. 9”), dated as of August 31,
2009, a letter agreement (“Amendment No. 10”), dated as of October 20, 2009, and a letter agreement (“Amendment No.
11”), dated as of November 16, 2009 (the Original Purchase Agreement, as amended, the “Purchase Agreement”), which provided
for, among other things, Glencore AG’s purchase of up to US$50,000,000 in aggregate principal amount of floating rate secured debentures
due September 30, 2011 issued by the Issuer Subsidiary (collectively, the “Debentures”).
The initial closing of the transactions contemplated
by the Original Purchase Agreement occurred on October 31, 2008. At the initial closing, the Issuer Subsidiary issued to Glencore AG an
initial tranche of US$7,500,000 of the Debentures (the “Tranche A Debenture”). Subsequently, the Issuer Subsidiary issued
to Glencore AG a second tranche of US$7,500,000 of the Debentures (the “Tranche B Debenture”) on December 22, 2008, a third
tranche of US$5,000,000 of the Debentures (the “Tranche C Debenture”) on June 17, 2009 and a fourth tranche of US$5,000,000
of the Debentures (the “Tranche D Debenture”) on August 31, 2009. The Original Purchase Agreement had also provided for a
fifth tranche of US$25,000,000 of the Debentures (the “Tranche E Debenture”) to be issued to Glencore AG upon the satisfaction
of additional closing conditions set forth in the Original Purchase Agreement.
The Tranche A Debenture, the Tranche B Debenture,
the Tranche C Debenture and the Tranche D Debenture initially bore interest at a rate equal to the 12-month US dollar LIBOR plus 4%. Interest
is payable in cash or by increasing the principal amount of such Debentures. On or before September 30, 2009, the Issuer was able to elect
in which form to make the interest payments; thereafter, Glencore AG may make such election. The Issuer has guaranteed the Issuer Subsidiary’s
obligations under such Debentures pursuant to a Parent Guarantee (the “Parent Guarantee”), dated as of October 31, 2008. The
Issuer Subsidiary’s obligations under such Debentures are secured by (i) the assets of the Issuer pursuant to a security agreement
(the “Issuer Security Agreement”), dated as of October 31, 2008, between the Issuer and Glencore AG, (ii) the assets of the
Issuer Subsidiary pursuant to a security agreement (the “Issuer Subsidiary Security Agreement”), dated as of October 31, 2008,
between the Issuer Subsidiary and Glencore AG, and (iii) a security interest in the Issuer’s equity interest in the Issuer Subsidiary
pursuant to a pledge agreement (the “Pledge Agreement”), dated as of October 31, 2008, between the Issuer and Glencore AG.
In connection with the Original Purchase Agreement,
on October 31, 2008, the Issuer issued to Glencore AG an exchange warrant pursuant to which the Debentures were exchangeable into Common
Shares at any time at an exchange rate of US$4.00 per Common Share for the Tranche A Debenture, the Tranche B Debenture, the Tranche C
Debenture and the Tranche D Debenture, and an exchange rate of US$2.65 per Common Share for the Tranche E Debenture (the “Original
Exchange Warrant”).
In connection with the Original Purchase Agreement,
on October 31, 2008, the Issuer issued to Glencore AG a purchase warrant entitling Glencore AG to purchase 6,250,000 Common Shares at
an exercise price of US$3.00 per Common Share (the “2008 Purchase Warrant”).
Concurrently with the issuance of the Tranche
A Debenture and the 2008 Purchase Warrant, the Issuer and Glencore AG entered into a Registration Rights Agreement (the “2008 Registration
Rights Agreement”). The 2008 Registration Rights Agreement granted Glencore AG demand and piggyback registration rights with respect
to Common Shares issuable upon exercise of the Original Exchange Warrant and/or exercise of the 2008 Purchase Warrant.
Pursuant to a subscription agreement, dated as
of November 17, 2009, between Glencore AG and the Issuer (the “First 2009 Subscription Agreement”), Glencore AG acquired from
the Issuer, on a private placement basis, 3,773,585 Common Shares for an aggregate purchase price of US$10,000,000.25 (or US$2.65 per
Common Share). Pursuant to another subscription agreement, dated as of November 23, 2009, between Glencore AG and the Issuer (the “Second
2009 Subscription Agreement”), on January 26, 2010, Glencore AG acquired from the Issuer, on a private placement basis, 5,660,377
Common Shares for an aggregate purchase price of US$14,999,999.05 (or US$2.65 per Common Share).
On November 12, 2010, the Issuer, the Issuer Subsidiary
and Glencore AG entered into an amendment and waiver agreement (the “2010 Amendment and Waiver”) pursuant to which the parties
agreed, among other things, to:
| · | terminate
and discharge the Issuer Subsidiary’s obligation to issue, and Glencore AG’s obligation to purchase, the Tranche E Debenture; |
| · | extend
the maturity date for each of the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture from
September 30, 2011 to September 30, 2012; |
| · | extend
the expiration date of the Original Exchange Warrant from September 30, 2011 to September 30, 2012; and |
| · | cancel
the 2008 Purchase Warrant and cause the Issuer to issue to Glencore a new warrant to purchase up to 3,000,000 Common Shares at an exercise
price of US$2.00 per share. |
On November 12, 2010, as contemplated by the 2010
Amendment and Waiver, the Issuer issued to Glencore AG a purchase warrant entitling Glencore AG to purchase 3,000,000 Common Shares at
an exercise price of US$2.00 per Common Share until December 31, 2015 (the “2010 Purchase Warrant”).
In accordance with the terms of the 2010 Amendment
and Waiver, the Issuer and Glencore AG also entered into a registration rights agreement, dated as of November 12, 2010 (the “2010
Registration Rights Agreement”), pursuant to which Glencore AG (and any transferee of Common Shares to whom Glencore AG transfers
its registration rights) was granted demand and piggyback registration rights with respect to all Common Shares held by Glencore AG, including
any Common Shares issuable upon exercise of the 2010 Purchase Warrant and/or exercise of the Original Exchange Warrant. The 2010 Registration
Rights Agreement provides that the Issuer must effect an unlimited number of demand registration rights if holders of at least fifty percent
(50%) of such registrable securities demand the registration of Common Shares covering at least twenty-five percent (25%) of the outstanding
amount of such registrable securities (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts
and commissions, would exceed US$5,000,000); provided, however, the Issuer is not obligated to effect (i) a registration covering the
sale of Common Shares for an aggregate public offering price of less than US$5,000,000, (ii) more than two such registrations in any twelve-month
period or (iii) any registration at a time when it is keeping three such registration statements effective.
Concurrently, Glencore AG and the Issuer entered
into a Subscription Agreement, dated as of November 12, 2010 (the “2010 Subscription Agreement”), pursuant to which Glencore
AG agreed to purchase from the Issuer, on a private placement basis, an aggregate of 15,000,000 Common Shares for a purchase price of
US$2.00 per Common Share in three separate tranches of 5,000,000 Common Shares each.
On January 17, 2011, pursuant to the first tranche
of the 2010 Subscription Agreement, Glencore AG acquired from the Issuer, on a private placement basis, 5,000,000 Common Shares for an
aggregate purchase price of US$10,000,000 (or US$2.00 per Common Share).
The Issuer’s board of directors waived applicable
provisions of the Issuer’s amended and restated shareholder rights plan agreement with respect to Glencore AG’s purchase of
the remaining second and third tranches of the 2010 Subscription Agreement.
On July 15, 2011, pursuant to the second tranche
of the 2010 Subscription Agreement, Glencore AG acquired an additional 5,000,000 Common Shares from the Issuer for an aggregate purchase
price of US$10,000,000 (or US$2.00 per Common Share). Concurrently, Glencore AG granted a waiver to the Issuer pursuant to which Glencore
AG waived the application of certain covenants contained in the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture
and the Tranche D Debenture to the secured loan provided by the Iron Range Resources and Rehabilitation Board to the Issuer Subsidiary
that previously closed on June 28, 2011 (the “IRRRB Loan Waiver”).
On October 15, 2012, pursuant to the remaining
third tranche of the 2010 Subscription Agreement, Glencore AG acquired an additional 5,000,000 Common Shares from the Issuer for an aggregate
purchase price of US$10,000,000 (or US$2.00 per Common Share).
On July 15, 2011, Glencore AG acquired pursuant
to a private transaction 9,200,547 Common Shares at a price of US$1.4233 per share. These shares were purchased from Cliffs Erie L.L.C.
(“Cliffs”) in accordance with the Issuer’s right to arrange for a purchaser of the shares upon notice from Cliffs of
its desire to sell the shares. The purchase was made pursuant to a share purchase agreement, which was previously filed with the SEC as
an exhibit to the Statement, and is hereby incorporated herein by reference.
In connection with Glencore AG’s purchase
from Cliffs, the Issuer’s board of directors waived applicable provisions of the Issuer’s amended and restated shareholder
rights plan agreement with respect to Glencore AG becoming the beneficial owner of more than 20% of the outstanding voting shares of the
Issuer as a result of the purchases described above.
On December 6, 2011, pursuant to a subscription
agreement, dated as of November 30, 2011, between Glencore AG and the Issuer (the “2011 Subscription Agreement”), Glencore
AG acquired from the Issuer, on a private placement basis, an aggregate of 13,333,333 Common Shares and a warrant entitling Glencore AG
to purchase up to an aggregate of 2,600,000 Common Shares at an exercise price of US$1.50 per Common Share until December 31, 2015 (the
“2011 Purchase Warrant”) for an aggregate purchase price of US$19,999,999.50.
In connection with the 2011 Subscription Agreement,
on December 6, 2011, an amendment and waiver agreement, dated as of November 30, 2011, among the Issuer, the Issuer Subsidiary and Glencore
AG (the “2011 Amendment and Waiver”), became effective and amended, among other things:
| · | each
of the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture to extend the maturity date
from September 30, 2012 to the earlier of (i) the date which is 10 business days after the date on which the Issuer and/or the Issuer
Subsidiary has received all permits required to commence construction of the NorthMet mine and Erie Plant facilities in St. Louis County,
Minnesota in a form reasonably acceptable to Glencore AG (the “NorthMet Project”) and the senior construction financing for
the NorthMet Project is made available to the Issuer and/or the Issuer Subsidiary in a form reasonably acceptable to Glencore AG (collectively,
the “Construction Prerequisites”) and (ii) September 30, 2014; |
| · | each
of the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture to prohibit the Issuer from
redeeming such Debentures prior to the Issuer and/or the Issuer Subsidiary satisfying the Construction Prerequisites; |
| · | the
2010 Purchase Warrant to reduce the exercise price from US$2.00 to US$1.50 per Common Share; and |
| · | the
2010 Purchase Warrant to include a mandatory exercise feature if the 20-day volume weighted average price of the Common Shares is equal
to or greater than 150% of the exercise price and the Issuer provides notice to Glencore AG that it has obtained the Construction Prerequisites. |
In addition, pursuant to the 2011 Amendment and
Waiver, on December 6, 2011, the Issuer issued to Glencore AG an amended and restated exchange warrant that amended and restated the Original
Exchange Warrant (the “Amended and Restated Exchange Warrant”). Pursuant to the Amended and Restated Exchange Warrant, the
Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture are exchangeable into Common Shares
at an exchange rate of US$1.50 per Common Share for such Debentures at any time until the earlier of (i) the Issuer and/or the Issuer
Subsidiary satisfying the Construction Prerequisites and (ii) September 30, 2014. The Amended and Restated Exchange Warrant further provides
that the Issuer may, within 10 business days after the date on which the Issuer and/or the Issuer Subsidiary has satisfied the Construction
Prerequisites, deliver a notice to Glencore AG requiring Glencore AG to exercise the Amended and Restated Exchange Warrant.
In addition, in connection with the 2011 Subscription
Agreement and the 2011 Amendment and Waiver, on November 30, 2011, the Issuer and Glencore AG entered into a registration rights agreement
and amendment to existing registration rights agreement (the “2011 Registration Rights Agreement”), pursuant to which (i)
Glencore AG (and any transferee of Common Shares to whom Glencore AG transfers its registration rights) was granted demand and piggyback
registration rights with respect to the Common Shares issued under the 2011 Subscription Agreement and the Common Shares issuable upon
exercise of the 2011 Purchase Warrant and (ii) the 2010 Registration Rights Agreement was amended so that the registrable securities covered
by the 2010 Registration Rights Agreement include the Common Shares issuable upon exercise of the 2010 Purchase Warrant, as amended by
the 2011 Amendment and Waiver, and the Common Shares issuable upon exercise of the Amended and Restated Exchange Warrant.
The Issuer’s board of directors waived
applicable provisions of the Issuer’s amended and restated shareholder rights plan agreement with respect to the transactions contemplated
by the 2011 Subscription Agreement and the 2011 Amendment and Waiver.
On April 11, 2013, Glencore AG loaned US$20 million
to the Issuer Subsidiary through the purchase of an amended Tranche E Debenture from the Issuer Subsidiary (as amended, the “Amended
Tranche E Debenture”) pursuant to an amendment to the Purchase Agreement, dated as of April 10, 2013 (the “Amendment No. 14
to Purchase Agreement”), among the Issuer, the Issuer Subsidiary and Glencore AG. The Amended Tranche E Debenture had a maturity
date of May 1, 2014, subject to mandatory repayment upon closing of the Rights Offering and carried a fixed interest rate of 4.721% per
annum. Pursuant to a confirmation of secured obligations agreement (the “Confirmation of Secured Obligations Agreement”),
dated as of April 10, 2013, among the Issuer Subsidiary, the Issuer and Glencore AG, the parties had confirmed that the Issuer Subsidiary’s
obligations under the Amended Tranche E Debenture were guaranteed by the Issuer and secured by the assets of the Issuer and the Issuer
Subsidiary on the same terms as the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture.
On July 5, 2013, the Amended Tranche E Debenture was fully repaid with proceeds from the Rights Offering (as described below).
On July 5, 2013, at the closing of an offering
of rights (“Rights”) by the Issuer to holders of Common Shares to raise up to approximately US$60.5 million in gross proceeds
(the “Rights Offering”) contemplated by a standby purchase agreement, dated as of April 10, 2013, between Glencore AG and
the Issuer (the “Standby Purchase Agreement”), Glencore AG acquired from the Issuer 31,756,979 Common Shares for an aggregate
purchase price of US$20,959,606.14 (or US$0.66 per Common Share), of which 23,483,921 Common Shares were acquired by Glencore AG pursuant
to the exercise of its basic subscription privilege under the Rights Offering and 8,273,058 Common Shares of which were acquired by Glencore
AG pursuant to the exercise of its additional subscription privilege under the Rights Offering. In consideration for Glencore AG’s
agreement to provide a standby commitment for the Rights Offering pursuant to the Standby Purchase Agreement, Glencore AG received a cash
fee of approximately US$1.06 million at the closing of the Rights Offering. In addition, on July 5, 2013, at the closing of the Rights
Offering, the Issuer and Glencore AG entered into (i) a corporate governance agreement (the “Corporate Governance Agreement”)
under which, effective January 1, 2014, Glencore AG may appoint that number of the directors of the Issuer which is proportionate to Glencore
AG’s ownership of Common Shares (on a fully diluted basis), subject to certain limitations including that Glencore AG may not appoint
more than 49% (rounding down) of the Issuer’s directors and (ii) a registration rights agreement (the “2013 Registration Rights
Agreement”) pursuant to which Glencore AG (and any transferee of Common Shares to whom Glencore AG transfers its registration rights)
was granted demand and piggyback registration rights with respect to all Common Shares acquired by Glencore AG pursuant to the Rights
Offering.
Glencore AG waived its right of first refusal
on material financings by the Issuer contained in the 2010 Subscription Agreement with respect to the Rights Offering. In addition, the
Issuer’s board of directors waived applicable provisions of the Issuer’s amended and restated shareholder rights plan agreement
with respect to Glencore AG in connection with (i) the issuance of the Rights and Common Shares issuable upon exercise of the Rights under
the Rights Offering and (ii) the Standby Purchase Agreement.
At the closing of the Rights Offering, as a result
of the Rights Offering’s triggering of customary anti-dilution provisions: (i) the exchange rate at which the Tranche A Debenture,
the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture are exchangeable pursuant to the Amended and Restated Exchange
Warrant was reduced from US$1.50 to US$1.2920 per Common Share, (ii) the exercise prices for the 2010 Purchase Warrant and the 2011 Purchase
Warrant were reduced from US$1.50 to US$1.3007 per Common Share and (iii) the number of Common Shares issuable upon exercise of the 2010
Purchase Warrant and the 2011 Purchase Warrant were increased to 3,459,643 Common Shares and 2,998,358 Common Shares, respectively.
On April 25, 2014, the Issuer, the Issuer Subsidiary
and Glencore AG entered into an amendment agreement (the “2014 Amendment”) pursuant to which the parties agreed, among other
things, to:
| · | extend
the maturity date for each of the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture to
the earlier to occur of (i) the Issuer giving Glencore AG ten days’ notice that it has received permits necessary to start construction
of the NorthMet Project and availability of senior construction finance, in a form reasonably acceptable to Glencore AG (the “Early
Maturity Event”) and (ii) September 30, 2015; and |
| · | extend
the expiration date of the Amended and Restated Exchange Warrant to the earlier to occur of (i) the Early Maturity Event and (ii) September
30, 2015. |
On January 28, 2015, the Issuer, the Issuer Subsidiary
and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 16 to Purchase Agreement”) pursuant
to which the parties agreed, among other things, for the Issuer Subsidiary to issue to Glencore AG new Tranche F, G, H, and I debentures
(the “2015 Debentures”) with the total principal amount of US$30.0 million. Tranche F in the principal amount of US$8.0 million
was issued on January 30, 2015. Tranche G in the principal amount of US$8.0 million was issued on April 15, 2015. Tranche H in the principal
amount of US$8.0 million was issued on July 1, 2015. Tranche I in the principal amount of US$6 million was issued on October 1, 2015.
The 2015 Debentures bear interest at 12-month US dollar LIBOR plus 8.0% per annum payable in cash upon maturity and were issued with an
initial maturity date of the earlier of (i) the availability of at least US$100 million of finance provided the Issuer demonstrates repayment
is prudent or (ii) March 31, 2016. The Issuer and the Issuer Subsidiary provided security by way of a guarantee and a pledge of the assets
of the Issuer and the Issuer Subsidiary.
On July 30, 2015, the Issuer, the Issuer Subsidiary
and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 17 to Purchase Agreement”) pursuant
to which the parties agreed, among other things, to:
| · | extend
the maturity date for each of the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture to
the earlier to occur of (i) the Early Maturity Event and (ii) March 31, 2016; |
| · | extend
the expiration date of the Amended and Restated Exchange Warrant to the earlier to occur of (i) the Early Maturity Event and (ii) March
31, 2016; |
| · | adjust,
as of August 1, 2015, the interest rate of the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche
D Debenture to US dollar LIBOR plus 8%; and |
| · | amend
the 2010 Purchase Warrant and the 2011 Purchase Warrant such that (i) the exercise price has been reduced to US$0.9292 per share and
(ii) the expiration date has been extended to December 31, 2016 subject to mandatory exercise if the 20-day VWAP of the Common Shares
is equal to or greater than 150% of the exercise price or the occurrence of the Early Maturity Event. |
On December 15, 2015, the Issuer, the Issuer Subsidiary
and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 18 to Purchase Agreement”) pursuant
to which the parties agreed, among other things, to:
| · | extend
the maturity date of the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture to the earlier
of (i) the availability of at least US$80 million of debt or equity financing, (ii) March 31, 2017 or (iii) such earlier date upon acceleration
or by redemption or repayment (defined as the date on which the Issuer elects to repay the outstanding principal and unpaid and accrued
interest thereunder provided that the Issuer can demonstrate that such early repayment is prudent and provided that the Issuer has provided
to Glencore AG with ten business days’ notice of such early repayment); |
| · | adjust
the interest rate of the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture to US dollar
LIBOR plus 15%; |
| · | subject
to approval by the Toronto Stock Exchange and the NYSE MKT, extend the expiration date of the Amended and Restated Exchange Warrant to
be the same as the maturity date of the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture; |
| · | subject
to approval by the Toronto Stock Exchange and the NYSE MKT, amend the 2010 Purchase Warrant and the 2011 Purchase Warrant such that (i)
the exercise price is reduced to US$0.8231 per share and (ii) the expiration date is extended to December 31, 2017 (which remains subject
to mandatory exercise if the 20-day VWAP of the Common Shares is equal to or greater than 150% of the exercise price or the occurrence
of the Early Maturity Event); |
| · | extend
the maturity date of the 2015 Debentures to the earlier of (i) the availability of at least US$80 million of debt or equity financing
or (ii) March 31, 2017; and |
| · | adjust
the interest rate of the 2015 Debentures to US dollar LIBOR plus 15%. |
On January 27, 2016, the Issuer, the Issuer Subsidiary
and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 19 to Purchase Agreement”) pursuant
to which the parties agreed for the Issuer Subsidiary to issue to Glencore AG a new Tranche J Debenture in the principal amount of US$11.0
million (the “Tranche J Debenture”). The Tranche J Debenture was issued on January 27, 2016. The Tranche J Debenture bears
interest at 12-month US dollar LIBOR plus 15.0% per annum payable in cash upon maturity and were issued with an initial maturity date
of the earlier of (i) the availability of at least US$80 million of debt or equity financing or (ii) March 31, 2017.
On June 2, 2016, the Issuer, the Issuer Subsidiary
and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 20 to Purchase Agreement”) pursuant
to which the parties agreed for the Issuer Subsidiary to issue to Glencore AG new Tranche K, L and M debentures (the “KLM Debentures”)
in the aggregate principal amount of US$14.0 million. Tranche K in the principal amount of US$3.0 million was issued on June 3, 2016.
On June 30, 2016, the Issuer Subsidiary and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No.
21 to Purchase Agreement”) pursuant to which the parties agreed for the Issuer Subsidiary to issue the Tranche L debenture to Glencore
AG in two tranches, a Tranche L-1 debenture and a Tranche L-2 debenture. The Tranche L-1 debenture in the principal amount of US$5.0 million
was issued on July 1, 2016. The Tranche L-2 debenture in the principal amount of US$3.0 million was issued on July 26, 2016. The Tranche
M debenture in the principal amount of US$3.0 million was issued on August 5, 2016. The KLM Debentures bear interest at 12-month US dollar
LIBOR plus 15.0% per annum payable in cash upon maturity and were issued with an initial maturity of the earlier of (i) the availability
of at least US$100 million of debt or equity financing or (ii) March 31, 2017.
On September 14, 2016, the Issuer, the Issuer
Subsidiary and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 22 to Purchase Agreement”)
pursuant to which the parties agreed to extend the maturity date of the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture,
the Tranche D Debenture, the 2015 Debentures, the Tranche J Debenture and the KLM Debentures to the earlier of (i) the availability of
at least US$100 million of debt and/or equity financing or (ii) March 31, 2018.
On October 24, 2016, the Issuer, the Issuer Subsidiary
and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 23 to Purchase Agreement”) pursuant
to which:
| · | the
parties agreed to amend the Amended and Restated Exchange Warrant so that the exchange rate at which the Tranche A Debenture, the Tranche
B Debenture, the Tranche C Debenture and the Tranche D Debenture are exchangeable pursuant to the Amended and Restated Exchange Warrant
was reduced from US$1.2920 to US$1.2696 per Common Share; |
| · | the
Issuer agreed to issue to Glencore AG a warrant entitling Glencore AG to purchase up to an aggregate of 625,000 Common Shares at an exercise
price of US$0.7797 per Common Share until October 28, 2021 (the “First 2016 Purchase Warrant”) in partial consideration for
the extensions of the maturity date contemplated by Amendment No. 22 to Purchase Agreement; and |
| · | the
Issuer agreed to pay Glencore AG a fixed fee equal to US$730,000 for certain advisory services. |
The First 2016 Purchase Warrant was issued on
October 28, 2016.
On October 28, 2016, in connection with Glencore’s
exercise of its right to maintain its pro rata ownership following the Issuer’s private placement that closed on October 18, 2016,
pursuant to a subscription agreement between Glencore AG and the Issuer (the “2016 Subscription Agreement”), Glencore AG acquired
from the Issuer, on a private placement basis, an aggregate of 14,111,251 Common Shares and a warrant entitling Glencore AG to purchase
up to an aggregate of 7,055,626 Common Shares at an exercise price of US$1.00 per Common Share until October 28, 2021 (the “Second
2016 Purchase Warrant”) for an aggregate purchase price of US$10,583,438.25.
On September 14, 2017, the Issuer, the Issuer
Subsidiary and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 24 to Purchase Agreement”)
pursuant to which the parties agreed for the Issuer Subsidiary to issue to Glencore AG new Tranche N and O debentures (the “NO Debentures”)
in the aggregate principal amount of US$20.0 million, bearing interest at 12-month US dollar LIBOR plus 15.0% and due on the earlier of
(i) March 31, 2018 or (ii) the availability of at least US$100 million of debt or equity financing or (iii) when it is prudent for the
Issuer Subsidiary to repay the debt, on which date all principal and interest accrued to such date will be due and payable. The Tranche
N debenture in the amount of US$15.0 million was issued in September 2017. The Tranche O debenture in the amount of US$5.0 million was
issued in January 2018.
On December 31, 2017, the 2010 Purchase Warrant
and the 2011 Purchase Warrant expired.
On March 23, 2018, the Issuer, the Issuer Subsidiary
and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 25 to Purchase Agreement”) pursuant
to which the parties agreed:
| · | for
the Issuer Subsidiary to issue, and for Glencore AG to purchase, upon the terms and subject to the conditions thereof, new Tranche P,
Q, R, S and T debentures (the “PQRST Debentures”) in the aggregate principal amount of US$80.0 million upon the satisfaction
of additional closing conditions set forth in the Original Purchase Agreement (with the Tranche P debenture in the amount of US$20.0
million to be issued on or before May 1, 2018, the Tranche Q debenture in the amount of US$15.0 million to be issued on or before August
1, 2018, the Tranche R debenture in the amount of US$15.0 million to be issued on or before September 18, 2018, the Tranche S debenture
in the amount of US$20.0 million to be issued on or before November 1, 2018 and the Tranche T debenture in the amount of US$10.0 million
to be issued on or before December 31, 2018); |
| · | to
extend the maturity date of each of the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture, the Tranche D Debenture,
the 2015 Debentures, the Tranche J Debenture, the KLM Debentures and the NO Debentures to the earlier of March 31, 2019, or the earlier
of the availability of at least US$100 million of debt or equity financing, or when it is prudent for the Issuer Subsidiary to repay
the debt; |
| · | to
reduce the interest rate on each of the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture, the Tranche D Debenture,
the 2015 Debentures, the Tranche J Debenture, the KLM Debentures and the NO Debentures from 12-month US dollar LIBOR plus 15.0% to 12-month
US dollar LIBOR plus 10.0%, effective April 1, 2018; |
| · | to
extend the expiration date of the Amended and Restated Exchange Warrant to March 31, 2019; and |
| · | for
the Issuer to issue to Glencore AG a new warrant entitling Glencore AG to purchase up to an aggregate of 6,458,001 Common Shares at an
exercise price of US$0.8231 per Common Share until March 31, 2019 (the “2018 Purchase Warrant”). |
The 2018 Purchase Warrant was issued on March
23, 2018 and expired on March 31, 2019. The PQRST Debentures, but not the Tranche R Debenture (which has not been issued), were issued
on various dates between January 16 and December 18, 2018.
On March 22, 2019, the Issuer,
the Issuer Subsidiary and Glencore AG entered into an extension agreement (the “2019 Extension Agreement”) pursuant to which
the parties agreed:
| · | to
extend the maturity date of the outstanding debentures issued to Glencore AG under the Purchase Agreement (the “Outstanding Debentures”)
from March 31, 2019 to the earlier of (i) May 10, 2019 and (ii) Glencore’s election upon the occurrence of any of certain triggering
events, which include (A) the default by the Issuer or the Issuer Subsidiary in the payment when due of amounts owing to Glencore AG
under the Purchase Agreement, including the Outstanding Debentures, the 2019 Extension Agreement or any future agreement between Glencore
and the Issuer or the Issuer Subsidiary; (B) failure by the Issuer or the Issuer Subsidiary to perform in any material manner the terms,
covenants, conditions or obligations in its agreements with Glencore AG, including the Purchase Agreement, the Outstanding Debentures,
the 2019 Extension Agreement and the Standby Purchase Agreement (as defined below); and (C) failure by the Issuer or the Issuer Subsidiary
to meet certain milestones and deadlines set out in the 2019 Extension Agreement in respect of the 2019 Rights Offering (as defined below),
including applicable filings with and approvals of, no later than May 10, 2019, the applicable Canadian securities regulators, the Toronto
Stock Exchange and the NYSE; |
| · | that
the maturity date of the Outstanding Debentures will be further extended to June 30, 2019 provided that, among other things,: (a) a final
prospectus for the 2019 Rights Offering has been approved by applicable securities regulators; (b) approvals required from the Toronto
Stock Exchange and the NYSE for the 2019 Rights Offering and the 2019 Purchase Warrant have been obtained, and (c) the Standby Purchase
Agreement relating to the 2019 Rights offering has been entered into between the Issuer and Glencore AG and the Issuer remains in compliance
therewith and with the 2019 Warrant Amending Agreement (as defined below); and |
| · | that
Glencore has no further obligation to acquire the unissued Tranche R Debenture or any other debentures under the Purchase Agreement. |
Under the 2019 Extension Agreement,
the Issuer was required to effect an offering of rights (the “2019 Rights Offering”) for the subscription of a number of Common
Shares equal to the quotient obtained by dividing (a) the sum of (i) the amount of indebtedness of the Issuer owing to Glencore AG on
the closing date for the 2019 Rights Offering (the “Closing Date Indebtedness”), (ii) up to US$6.0 million of transaction
expenses, and (iii) the amount of the Standby Fee (as defined below) payable to Glencore AG, by (b) the subscription price in the 2019
Rights Offering. Also under the 2019 Extension Agreement Glencore AG had at its sole discretion the right to enter into a standby purchase
agreement (the “2019 Standby Purchase Agreement”) with the Issuer to establish the terms and conditions under which Glencore
AG would participate in the 2019 Rights Offering. Such terms and conditions included the following principal terms, which were set forth
in the 2019 Extension Agreement: (i) the proceeds of the 2019 Rights Offering would be applied by the Issuer towards the repayment in
full of the Closing Date Indebtedness, payment in full of the Standby Fee, and payment of not more than US$6.0 million of expenses of
the 2019 Rights Offering; (ii) Glencore AG would commit to act as standby purchaser for all Common Shares that are not otherwise subscribed
for under the 2019 Rights Offering’s basic subscription privilege and additional subscription privilege (the “Standby Commitment”);
(iii) the Issuer would pay to Glencore AG a standby fee (the “2019 Standby Fee”) equal to 3% of the total funds committed
by Glencore AG pursuant to the 2019 Standby Commitment; and (iv) the provisions set forth in the Corporate Governance Agreement restricting
to 49% (rounded downward) the number of directors on the Issuer’s board of directors that Glencore AG was entitled to nominate would
be terminated. Completion of the 2019 Rights Offering would be subject to, if applicable, expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and approvals in accordance with Competition Act (Canada), Investment Canada Act and any other required
regulatory approvals. As of March 31, 2019, the aggregate principal amount of the Outstanding Debentures was US$165 million and accrued
interest thereon was US$77.7 million.
On March 22, 2019, the Issuer and Glencore
AG also entered into a warrant amending agreement (the “2019 Warrant Amending Agreement”) pursuant to which the Issuer agreed
to (i) extend the expiration date of the Amended and Restated Exchange Warrant from March 31, 2019 to the earlier of: (A) March 31, 2020
and (B) the date on which the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture, and the Tranche D Debenture are
repaid; (ii) issue to Glencore AG an aggregate of 6,458,001 new warrants (collectively, the “2019 Purchase Warrant”); and
(iii) use its commercially reasonable best efforts to reduce the exercise price of the Amended and Restated Exchange Warrant to the lowest
price permitted by the Toronto Stock Exchange and NYSE American, in each case subject to obtaining any necessary approvals of consents
of the TSX and NYSE American. Approval of the Amended and Restated Exchange Warrant price reduction to US$0.7368 was subsequently approved
in April 2019 by the Toronto Stock Exchange and NYSE American. The Exchange Warrant was exercisable provided the Outstanding Debentures
remain outstanding. Upon closing of the 2019 Rights Offering, the intention was to repay the Outstanding Debentures at which point the
Exchange Warrant would expire unexercised.
On May 6, 2019, Glencore AG and the Issuer entered
into a standby purchase agreement (the “2019 Standby Purchase Agreement”) in connection with the Issuer’s contemplated
offering of rights (“Rights”) to eligible holders of Common Shares to raise up to approximately US$265,000,000 in gross proceeds
assuming the exercise of all Rights (the “2019 Rights Offering”). Under the 2019 Rights Offering, all eligible holders of
Common Shares would, subject to applicable law, receive one Right for every Common Share owned on the record date, which was to be a date
no less than 10 calendar days following receipt of the approval of the Toronto Stock Exchange and NYSE American for the 2019 Rights Offering.
In accordance with the rules of the Toronto Stock Exchange (“TSX”), the subscription price (the “Rights Price”)
for the Common Shares to be purchased upon exercise of the Rights (the “Rights Price”) represented a 20 percent discount to
the U.S. dollar equivalent of the volume weighted average price (“VWAP”) of Common Shares on the TSX for the five trading
days immediately prior to the day the final short form prospectus for the Rights Offering (the “Final Prospectus”) is filed.
The number of Rights required to subscribe for one Common Share was determined on the basis of the Rights Price and the number of common
shares in issue at the time of pricing (approximately 322 million Common Shares as at March 31, 2019) in order to receive gross proceeds
of approximately US$265 million. The period during which Rights could be exercised under the 2019 Rights Offering was determined at the
time of filing the Final Prospectus.
Under the 2019 Standby Purchase Agreement, Glencore
AG agreed, subject to certain conditions and limitations, to exercise its basic subscription privilege in full and to purchase any Common
Shares offered pursuant to the 2019 Rights Offering that were not subscribed for by holders of the Rights (the “Standby Commitment”).
As a result, subject to the satisfaction of the terms and conditions of the Standby Purchase Agreement, the 2019 Rights Offering would
be fully backstopped by Glencore AG. Glencore AG was entitled to a fee (the “Standby Fee”) at the closing of the 2019 Rights
Offering equal to 3.0 percent of the total funds committed by Glencore AG, or approximately US$7.7 million.
On June 28, 2019, the Issuer completed the 2019
Rights Offering by issuing 682,813,838 Common Shares (the “2019 Rights Offering Shares”) at a subscription price of US$0.3881
per Common Share for gross proceeds of approximately US$265.0 million. The Issuer used the proceeds of the 2019 Rights Offering: (a) to
repay Glencore AG the Closing Date Indebtedness comprised of US$165,000,000 principal amount of the Outstanding Debentures plus accrued
and unpaid interest of US$85,317,869, (ii) to pay Glencore AG the standby fee of US$7,659,536 required under the 2019 Standby Purchase
Agreement, and (iii) to pay up to US$6,000,000 in expenses related to the 2019 Rights Offering. Upon the Issuer’s repayment of the
Closing Date Indebtedness with proceeds from the 2019 Rights Offering, the Amended and Restated Exchange Warrant expired unexercised.
In connection with the 2019 Rights Offering and
as contemplated under the 2019 Standby Purchase Agreement, Glencore AG acquired: (i) 196,726,042 Common Shares upon exercising its basic
subscription privilege in full for an aggregate subscription price of approximately US$76,349,377, and (ii) an additional 430,521,941
Common Shares pursuant to the 2019 Standby Commitment for an aggregate subscription price of approximately US$167,085,565. Altogether,
Glencore acquired an aggregate of 627,247,983 Common Shares in the 2019 Rights Offering for an aggregate subscription price of approximately
US$243,434,942.
Upon closing of the 2019 Rights Offering, the
Issuer and Glencore AG entered into (i) an amended and restated corporate governance agreement (the “Amended and Restated Corporate
Governance Agreement”), dated June 28 2019, which eliminated the previous restrictions that existed on the number of directors that
Glencore AG may appoint to the Issuer’s board of directors, and (ii) a registration rights agreement (the “2019 Registration
Rights Agreement”) pursuant to which Glencore AG (and any transferee of Common Shares to whom Glencore AG transfers its registration
rights) was granted demand and piggyback registration rights with respect to all Common Shares acquired by Glencore AG pursuant to the
2019 Rights Offering. Glencore AG also waived its right of first refusal with respect to certain material financings in connection with
the issuance of the 2019 Rights Offering Shares.
The closing of the 2019 Rights Offering triggered
customary anti-dilution provisions under the Purchase Warrants held by Glencore AG that resulted in:
| · | a
reduction in the exercise price for the First 2016 Purchase Warrant from US$0.7797 to US$0.6756, and an increase in the number of Common
Shares issuable upon exercise of such warrant from 625,000 to 721,302; |
| · | a
reduction in the exercise price for the Second 2016 Purchase Warrant from US$1.00 to US$0.8665, and an increase in the number of Common
Shares issuable upon exercise of such warrant from 7,055,626 to 8,142,776; and |
| · | a
reduction in the exercise price for the 2019 Purchase Warrant from US$0.7368 to US$0.6384, and an increase in the number of Common Shares
issuable upon exercise of such warrant from 6,458,001 to 7,453,068. |
On March 17, 2020, Glencore AG, the Issuer and
the Issuer Subsidiary entered into a Subscription Agreement (the “2020 Subscription Agreement”) that provided for the purchase
by Glencore AG of no less than US$20 million and up to US$30.0 million of Unsecured Convertible Debentures due March 31, 2023 to be issued
by the Issuer Subsidiary (the “2020 Convertible Debentures”). The 2020 Convertible Debentures were issued in four tranches,
with the first tranche in the amount of US$7.0 million issued on March 18, 2020, the second tranche in the amount of US$7.0 million issued
on June 23, 2020, the third tranche in the amount of US$9.0 million issued on September 30, 2020, and the fourth and final tranche of
US$7.0 million issued on January 28, 2021. Principal amounts outstanding under the 2020 Convertible Debentures accrue interest at a rate
of 4% per annum until paid at maturity. The 2020 Convertible Debentures are unsecured, and at the option of Glencore, any outstanding
principal and accrued and unpaid interest under the 2020 Convertible Debentures is convertible into Common Shares at any time after their
issuance and before the date of maturity at a conversion price equal to US$0.2223 per Common Share, which represents a 10% discount to
the five-day volume weighted price of Common Shares on the NYSE American on March 17, 2020. The 2020 Convertible Debentures mature on
March 31, 2023 and contain customary adjustment provisions and other terms and conditions.
On August 21, 2020, the Issuer issued a press
release announcing a 1-for-10 reverse stock split of its Common Shares effective August 26, 2020. The Issuer’s board of directors
had been authorized by shareholders to effect the reverse merger at an annual general and special meeting of shareholders held on June
24, 2020. According to the press release (a copy of which was attached as an exhibit to the Form 6-K the Issuer filed with the SEC on
August 24, 2020) (i) the number of issued and outstanding Common Shares was reduced from 1,006,997,495 to approximately 100,699,749 as
a result of the reverse stock split, and (ii) the percentage of outstanding Common Shares held by each shareholder remained unchanged.
The consummation of the
reverse stock split triggered customary adjustment provisions under the Purchase Warrants and Convertible Debentures held by Glencore
AG that resulted in:
| • | an
increase in the exercise price for the First 2016 Purchase Warrant from US$0.6756 to US$6.756 , and a decrease in the number of Common
Shares issuable upon exercise of such warrant from 721,302 to 72,130; |
| • | an
increase in the exercise price for the Second 2016 Purchase Warrant from US$0.8665 to US$8.665, and a decrease in the number of Common
Shares issuable upon exercise of such warrant from 8,142,776 to 814,278; |
| • | an
increase in the exercise price for the 2019 Purchase Warrant from US$0.6384 to US$6.384, and a decrease in the number of Common Shares
issuable upon exercise of such warrant from 7,453,068 to 745,307; and |
| • | an
increase in the per Common Share conversion price for the 2020 Convertible Debentures from US$0.2223 to US$2.223. |
On July 15, 2021, Glencore purchased a US$10.0
million Unsecured Convertible Debenture due March 31, 2023 issued by the Issuer Subsidiary (the “2021 Convertible Debenture”).
Principal amounts outstanding under the 2021 Convertible Debenture accrue interest at a rate of 4% per annum until paid at maturity. The
2021 Convertible Debenture is unsecured, and at the option of Glencore, any outstanding principal and accrued and unpaid interest under
the 2021 Convertible Debenture is convertible into Common Shares at any time after its issuance and before the date of maturity at a conversion
price equal to US$3.455 per Common Share. The 2021 Convertible Debenture matures on March 31, 2023 and contains customary adjustment provisions
and other terms and conditions.
On October 28, 2021, the First 2016 Purchase Warrant
and the Second 2016 Purchase Warrant expired unexercised.
On February 14, 2022, Glencore
AG, the Issuer and the Issuer Subsidiary entered into a Subscription Agreement (the “2022 Subscription Agreement”) that provided
for the purchase by Glencore AG of up to US$40.0 million of Unsecured Convertible Debentures due March 31, 2023 to be issued by the Issuer
Subsidiary (the “2022 Convertible Debentures”). The 2022 Convertible Debentures are to be issued in four tranches, with the
first tranche issued on February 14, 2022 in an aggregate principal amount of US$26.0 million and the issuance of any subsequent tranches
in amounts to be determined jointly by the Issuer Subsidiary and Glencore AG. As consideration for Glencore AG’s agreement to subscribe
for the 2022 Convertible Debentures, the Issuer agreed to pay Glencore AG a facility fee of 5% of the principal amount of each 2022 Convertible
Debenture and accrued and unpaid interest. The facility fee shall be due and payable in full on the earlier of (i) the maturity date
of the 2022 Convertible Debentures; and (ii) the date of any conversion. Principal amounts outstanding under the 2022 Convertible Debentures
shall accrue interest at a rate of 4% per annum until paid at maturity. The 2022 Convertible Debentures are unsecured, and at the option
of Glencore, any outstanding principal and accrued and unpaid interest under the 2022 Convertible Debentures is convertible into Common
Shares at any time after their issuance and before the date of maturity at a conversion price equal to US$2.57 per Common Share. The
2022 Convertible Debentures mature on March 31, 2023 and contain customary adjustment provisions and other terms and conditions.
Simultaneous with the execution of the 2022 Subscription
Agreement, Glencore AG and the Issuer entered into a registration rights agreement, dated as of February 14, 2022 (the “2022 Registration
Rights Agreement”) pursuant to which Glencore AG was granted demand and piggyback registration rights with respect to all Common
Shares acquired by Glencore AG upon conversion of the first tranche of the 2022 Convertible Debentures.
The foregoing summaries of the Original Purchase
Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment
No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture,
the Tranche D Debenture, the Parent Guarantee, the Issuer Security Agreement, the Issuer Subsidiary Security Agreement, the Pledge Agreement,
the Original Exchange Warrant, the 2008 Purchase Warrant, the 2008 Registration Rights Agreement, the First 2009 Subscription Agreement,
the Second 2009 Subscription Agreement, the 2010 Amendment and Waiver, the 2010 Purchase Warrant, the 2010 Registration Rights Agreement,
the 2010 Subscription Agreement, the IRRRB Loan Waiver, the 2011 Subscription Agreement, the 2011 Purchase Warrant, the 2011 Amendment
and Waiver, the Amended and Restated Exchange Warrant, the 2011 Registration Rights Agreement, the Amended Tranche E Debenture, the Amendment
No. 14 to Purchase Agreement, the Confirmation of Secured Obligations Agreement, the Standby Purchase Agreement, the Corporate Governance
Agreement, the 2013 Registration Rights Agreement, the 2014 Amendment, the Amendment No. 16 to Purchase Agreement, the Amendment No. 17
to Purchase Agreement, the Amendment No. 18 to Purchase Agreement, the Amendment No. 19 to Purchase Agreement, the Amendment No. 20 to
Purchase Agreement, the Amendment No. 21 to Purchase Agreement, the Amendment No. 22 to Purchase Agreement, the Amendment No. 23 to Purchase
Agreement, Amendment No. 24 to Purchase Agreement, the First 2016 Purchase Warrant, the 2016 Subscription Agreement, the Second 2016 Purchase
Warrant, and Amendment No. 25 to Purchase Agreement, Amendment 21, the 2019 Extension Agreement, the 2019 Warrant Amending Agreement,
the 2019 Standby Purchase Agreement, the Amended and Restated Corporate Governance Agreement, the 2019 Registration Rights Agreement,
and the 2020 Subscription Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text
of such agreements, which were previously filed as exhibits to the Statement or to Forms 6-K filed with the SEC by the Issuer, each of
which are incorporated herein by reference. The foregoing summaries of the 2022 Subscription Agreement
and the 2022 Registration Rights Agreement do not purport to be complete and are each qualified in their entirety by reference the complete
text of such agreements, which have been filed as exhibits to this Amendment No. 25, and which are hereby incorporated herein by reference.
The source of funds for all of the purchases
described above was working capital of the Reporting Persons. The Reporting Persons anticipate that the source of funds for any exercise
of the 2019 Purchase Warrant will be working capital of the Reporting Persons.
Item 4. Purpose of Transaction
The Reporting Persons acquired the securities
of the Issuer covered by this Schedule 13D for investment purposes. The Reporting Persons intend to continue to evaluate the Issuer’s
business, financial condition, results of operations, capital structure, financing requirements, management, stock market performance,
competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons may seek the views of, hold discussions
with and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer’s affairs. In addition,
the Reporting Persons have held discussions, and may continue to hold discussions, with the Issuer regarding the Issuer’s equity
and debt financing requirements and sources, including the Issuer’s equity and debt financing requirements relating to the development
and construction of the Issuer’s NorthMet Project. Depending on such evaluations and discussions, each Reporting Person may at any
time and from time to time acquire Common Shares, debt securities and/or securities convertible, exercisable or exchangeable for Common
Shares; dispose of securities which it has acquired; and/or enter into privately negotiated derivative transactions with institutional
counterparts to hedge the market risk of some or all of the positions in the Common Shares which it has acquired. Any acquisition or disposition
of Common Shares by the Reporting Persons may be effected through open market or privately negotiated transactions, or otherwise. Any
such transactions may be effected at any time and from time to time subject to any applicable limitations of the United States Securities
Act of 1933, as amended. In addition, in the interest of maximizing shareholder value, the Reporting Persons may, from time to time, develop
plans respecting, or propose changes in the management, policies, operations, capital structure or business of the Reporting Persons.
Such plans or proposals may include or relate to one or more of the transactions specified in Items 4(a) through (j) of Schedule 13D under
Rule 13d-1(a), including without limitation, a merger, disposition, sale of the Issuer’s assets or changes in the Issuer’s
capitalization. Each Reporting Person reserves the right to change its plans and intentions at any time, as it deems appropriate.
As described in Item 3 of the Statement, Glencore
AG, the Issuer and the Issuer Subsidiary entered into a Subscription Agreement on February 14, 2022 that provided for the purchase by
Glencore AG of up to US$40.0 million of Unsecured Convertible Debentures due March 31, 2023 to be issued by the Issuer Subsidiary. The
proceeds from the issuance of the initial tranche of US$26.0 million on February, 14, 2022 will be used to repay an outstanding promissory
note due Glencore AG in the amount of US$17.83 million, including accrued and unpaid interest, with the balance used by the Issuer for
working capital in accordance with the Issuer’s first quarter 2022 budget. The proceeds from the purchase of any additional 2022
Convertible Debentures by the Reporting Persons will be used to fund budgetary requirements for the remainder of 2022.
Mr. Roberto Huby, who is currently employed by
Glencore, is a member of (i) the Issuer’s board of directors, (ii) the Issuer’s Health, Safety, Environment and Communities
Committee, and (iii) the Issuer’s Technical Steering Committee. Mr. Stephen Rowland, who is currently employed by Glencore, is a
member of (i) the Issuer’s board of directors, (ii) the Issuer’s Compensation Committee, and (iii) the Issuer’s Nominating
and Corporate Governance Committee (as a non-voting participant). Mr. Matthew Rowlinson, who is currently an employee of Glencore, is
a member of (i) the Issuer’s board of directors, and (ii) the Issuer’s Technical Steering Committee.
Except as described herein, neither the Reporting
Persons, nor, to the Reporting Persons’ knowledge, any of the Schedule 1 Persons has any present plans or proposals that relate
to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D under Rule 13d-1(a). To the Reporting Persons’
knowledge, any of the Schedule 1 Persons may make the same evaluation and reserve the same rights.
Item 5. Interest in Securities of the Issuer
(a) and (b)
The Reporting Persons collectively own, directly
or indirectly, 72,008,404 Common Shares. However, the Reporting Persons may be deemed to collectively have direct or indirect “beneficial
ownership” within the meaning of Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended (the “Exchange
Act”), of (i) an additional 745,307 Common Shares issuable upon exercise of the 2019 Purchase Warrant, (ii) an additional 14,252,192
Common Shares issuable upon the conversion of the 2020 Convertible Debentures (including accrued interest through 12/31/21), (iii) an
additional 2,948,477 Common Shares issuable upon the conversion of the 2021 Convertible Debentures (including accrued interest through
12/31/21), and (vi) an additional 10,622,568 Common Shares issuable upon the conversion of the First Tranche of 2022 Convertible Debentures
(including the associated 5% facility fee). Accordingly, each of the Reporting Persons may be deemed to beneficially own an aggregate
of 100,576,948 Common Shares, representing 77.3% of the Issuer’s issued and outstanding Common Shares. This beneficial ownership
percentage assumes that there are 130,030,563 Common Shares outstanding, which was calculated based on the sum of (a) 101,462,019 Common
Shares outstanding as of February 14, 2020 as reported by the Issuer, (b) the 745,307 Common Shares issuable upon exercise of the 2019
Purchase Warrant, (c) the 14,252,192 Common Shares issuable upon the conversion of the 2020 Convertible Debentures (including accrued
interest through 12/31/21), (d) the 2,948,477 Common Shares issuable upon the conversion of the 2021 Convertible Debentures (including
accrued interest through 12/31/21), and (e) the 10,622,568 Common Shares issuable upon the conversion of the First Tranche of 2022 Convertible
Debentures (including the associated 5% facility fee). The Reporting Persons share the power to vote or to direct the vote and dispose
or to direct the disposition of the 130,030,563 Common Shares set forth above.
The calculation of the number of Common Shares
issuable upon the conversion of the 2020 Convertible Debentures is based on outstanding principal of $30.0 million and accrued and unpaid
interest at December 31, 2021 of $1,682,623. The calculation of the number of Common Shares issuable upon the conversion of the 2021 Convertible
Debentures is based on outstanding principal of $10.0 million and accrued and unpaid interest at December 31, 2021 of $186,987.
(c) Except as set forth in
Item 3 and this Item 5 of the Statement, none of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the Schedule
1 Persons, has beneficial ownership of any other Common Shares, or has engaged in any other transaction during the past 60 days in any
Common Shares.
Mr. Stephen Rowland, who is currently employed
by Glencore and is a member of the Issuer’s board of directors, holds 23,264 Common Shares, deferred share units in respect of
12,661 Common Shares and options to purchase 75,000 Common Shares.
(d) Not applicable.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer
Except as set forth in Item 3 of the Statement,
to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer,
including but not limited to, transfer or voting of any of the securities of the Issuer, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency
the occurrence of which would give another person voting power over the securities of the Issuer.
Item 7 Material to Be Filed as Exhibits
Exhibit
No. |
|
Description |
99.1 |
|
Joint Filing Agreement, dated February 16, 2022, between Glencore plc, Glencore International AG and Glencore AG relating to the filing of this Amendment No. 25. |
99.2 |
|
Purchase Agreement (incorporated by reference to Exhibit No. 99.2 to the Schedule 13D filed with the SEC on November 10, 2008). |
99.3 |
|
Floating Rate Secured Debenture (incorporated by reference to Exhibit No. 99.3 to the Schedule 13D filed with the SEC on November 10, 2008). |
99.4 |
|
Parent Guarantee (incorporated by reference to Exhibit No. 99.4 to the Schedule 13D filed with the SEC on November 10, 2008). |
99.5 |
|
Security Agreement (incorporated by reference to Exhibit No. 99.5 to the Schedule 13D filed with the SEC on November 10, 2008). |
99.6 |
|
Security Agreement (incorporated by reference to Exhibit No. 99.6 to the Schedule 13D filed with the SEC on November 10, 2008). |
99.7 |
|
Pledge Agreement (incorporated by reference to Exhibit No. 99.7 to the Schedule 13D filed with the SEC on November 10, 2008). |
99.8 |
|
Exchange Warrant of PolyMet Mining Corp. (incorporated by reference to Exhibit No. 99.8 to the Schedule 13D filed with the SEC on November 10, 2008). |
99.9 |
|
Purchase Warrant of PolyMet Mining Corp. (incorporated by reference to Exhibit No. 99.9 to the Schedule 13D filed with the SEC on November 10, 2008). |
99.10 |
|
Registration Rights Agreement (incorporated by reference to Exhibit No. 99.10 to the Schedule 13D filed with the SEC on November 10, 2008). |
99.11 |
|
Amendment No. 1 relating to the Purchase Agreement (incorporated by reference to Exhibit No. 99.11 to the Schedule 13D/A filed with the SEC on December 24, 2008). |
99.12 |
|
Amendment No. 2 relating to the Purchase Agreement (incorporated by reference to Exhibit No. 99.12 to the Schedule 13D/A filed with the SEC on December 24, 2008). |
99.13 |
|
Amendment No. 3 relating to the Purchase Agreement (incorporated by reference to Exhibit No. 99.13 to the Schedule 13D/A filed with the SEC on December 24, 2008). |
99.14 |
|
Floating Rate Secured Debenture, due September 30, 2011 (incorporated by reference to Exhibit No. 99.14 to the Schedule 13D/A filed with the SEC on December 24, 2008). |
99.15 |
|
Amendment No. 4 relating to the Purchase Agreement (incorporated by reference to Exhibit No. 99.15 to the Schedule 13D/A filed with the SEC on June 22, 2009). |
99.16 |
|
Amendment No. 5 relating to the Purchase Agreement (incorporated by reference to Exhibit No. 99.16 to the Schedule 13D/A filed with the SEC on June 22, 2009). |
99.17 |
|
Amendment No. 6 relating to the Purchase Agreement (incorporated by reference to Exhibit No. 99.17 to the Schedule 13D/A filed with the SEC on June 22, 2009). |
99.18 |
|
Amendment No. 7 relating to the Purchase Agreement (incorporated by reference to Exhibit No. 99.18 to the Schedule 13D/A filed with the SEC on June 22, 2009). |
99.19 |
|
Amendment No. 8 relating to the Purchase Agreement (incorporated by reference to Exhibit No. 99.19 to the Schedule 13D/A filed with the SEC on June 22, 2009). |
99.20 |
|
Floating Rate Secured Debenture, due September 30, 2011 (incorporated by reference to Exhibit No. 99.20 to the Schedule 13D/A filed with the SEC on June 22, 2009). |
99.21 |
|
Amendment No. 9 relating to the Purchase Agreement (incorporated by reference to Exhibit No. 99.21 to the Schedule 13D/A filed with the SEC on September 4, 2009). |
99.22 |
|
Floating Rate Secured Debenture, due September 30, 2011 (incorporated by reference to Exhibit No. 99.22 to the Schedule 13D/A filed with the SEC on September 4, 2009). |
99.23 |
|
Amendment No. 10 relating to the Purchase Agreement (incorporated by reference to Exhibit No. 99.23 to the Schedule 13D/A filed with the SEC on November 3, 2009). |
99.24 |
|
Amendment No. 11 relating to the Purchase Agreement (incorporated by reference to Exhibit No. 99.24 to the Schedule 13D/A filed with the SEC on November 23, 2009). |
99.25 |
|
Subscription Agreement (incorporated by reference to Exhibit No. 99.25 to the Schedule 13D/A filed with the SEC on November 23, 2009). |
99.26 |
|
Subscription Agreement (incorporated by reference to Exhibit No. 99.26 to the Schedule 13D/A filed with the SEC on November 23, 2009). |
99.27 |
|
Amendment and Waiver Agreement, dated as of November 12, 2010, by and between PolyMet Mining Corp. and Glencore AG (incorporated by reference to Exhibit No. 99.27 to the Schedule 13D/A filed with the SEC on November 15, 2010). |
99.28 |
|
Non-Transferable Common Share Purchase Warrant of PolyMet Mining Corp., dated November 12, 2010 (incorporated by reference to Exhibit No. 99.28 to the Schedule 13D/A filed with the SEC on November 15, 2010). |
99.29 |
|
Registration Rights Agreement, dated as of November 12, 2010, by and between PolyMet Mining Corp. and Glencore AG (incorporated by reference to Exhibit No. 99.29 to the Schedule 13D/A filed with the SEC on November 15, 2010). |
99.30 |
|
Subscription Agreement, dated as of November 12, 2010, by and between PolyMet Mining Corp. and Glencore AG (incorporated by reference to Exhibit No. 99.30 to the Schedule 13D/A filed with the SEC on November 15, 2010). |
99.31 |
|
Waiver, dated as of July 14, 2011, from Glencore AG (incorporated by reference to Exhibit No. 31 to the Schedule 13D/A filed with the SEC on July 15, 2011). |
99.32 |
|
Share Purchase Agreement, dated as of July 14, 2011, by and between Cliffs Erie L.L.C. and Glencore AG (incorporated by reference to Exhibit No. 32 to the Schedule 13D/A filed with the SEC on July 15, 2011). |
99.33 |
|
Subscription Agreement, dated as of November 30, 2011, by and between PolyMet Mining Corp. and Glencore AG (incorporated by reference to Exhibit No. 99.33 to the Schedule 13D/A filed with the SEC on December 6, 2011). |
99.34 |
|
Non-Transferable Common Share Purchase Warrant of PolyMet Mining Corp., dated December 6, 2011 (incorporated by reference to Exhibit No. 99.34 to the Schedule 13D/A filed with the SEC on December 6, 2011). |
99.35 |
|
Amendment and Waiver Agreement, dated as of November 30, 2011, by and between PolyMet Mining Corp. and Glencore AG (incorporated by reference to Exhibit No. 99.35 to the Schedule 13D/A filed with the SEC on December 6, 2011). |
99.36 |
|
Amended and Restated Exchange Warrant of PolyMet Mining Corp (incorporated by reference to Exhibit No. 99.36 to the Schedule 13D/A filed with the SEC on December 6, 2011). |
99.37 |
|
Registration Rights Agreement and Amendment to Existing Registration Rights Agreement, dated as of November 30, 2011, by and between PolyMet Mining Corp. and Glencore AG (incorporated by reference to Exhibit No. 99.37 to the Schedule 13D/A filed with the SEC on December 6, 2011). |
99.38 |
|
Standby Purchase Agreement, dated as of April 10, 2013, by and between PolyMet Mining Corp. and Glencore AG (incorporated by reference to Exhibit No. 99.38 to the Schedule 13D/A filed with the SEC on April 16, 2013). |
99.39 |
|
Amendment No. 14 Relating to Purchase Agreement, dated as of April 10, 2013, by and among PolyMet Mining Corp., Poly Met Mining, Inc. and Glencore AG (incorporated by reference to Exhibit No. 99.39 to the Schedule 13D/A filed with the SEC on April 16, 2013). |
99.40 |
|
Fixed Rate Secured Debenture, due no later than May 1, 2014 (incorporated by reference to Exhibit No. 99.40 to the Schedule 13D/A filed with the SEC on April 16, 2013). |
99.41 |
|
Confirmation of Secured Obligations Agreement, dated as of April 10, 2013, by Poly Met Mining, Inc., PolyMet Mining Corp. and Glencore AG (incorporated by reference to Exhibit No. 99.41 to the Schedule 13D/A filed with the SEC on April 16, 2013). |
99.42 |
|
Corporate Governance Agreement, dated as of July 5, 2013, by and between PolyMet Mining Corp. and Glencore AG (incorporated by reference to Exhibit No. 99.42 to the Schedule 13D/A filed with the SEC on July 8, 2013). |
99.43 |
|
Registration Rights Agreement, dated as of July 5, 2013, by and between PolyMet Mining Corp. and Glencore AG (incorporated by reference to Exhibit No. 99.43 to the Schedule 13D/A filed with the SEC on July 8, 2013). |
99.44 |
|
Amendment Agreement, dated as of April 25, 2014, by and among PolyMet Mining Corp., Poly Met Mining, Inc. and Glencore AG (incorporated by reference to Exhibit No. 99.44 to the Schedule 13D/A filed with the SEC on April 29, 2014). |
99.45 |
|
Amendment No. 16 Relating to Purchase Agreement, dated as of January 28, 2015, by and among PolyMet Mining Corp., Poly Met Mining, Inc. and Glencore AG (incorporated by reference to Exhibit No. 99.45 to the Schedule 13D/A filed with the SEC on August 5, 2015). |
99.46 |
|
Amendment No. 17 Relating to Purchase Agreement, dated as of July 30, 2015, by and among PolyMet Mining Corp., Poly Met Mining, Inc. and Glencore AG (incorporated by reference to Exhibit No. 99.46 to the Schedule 13D/A filed with the SEC on August 5, 2015). |
99.47 |
|
Amendment No. 18 Relating to Purchase Agreement, dated as of December 15, 2015, by and among PolyMet Mining Corp., Poly Met Mining, Inc. and Glencore AG (incorporated by reference to Exhibit No. 99.47 to the Schedule 13D/A filed with the SEC on December 18, 2015). |
99.48 |
|
Amendment No. 19 Relating to Purchase Agreement, dated as of January 27, 2016, by and among PolyMet Mining Corp., Poly Met Mining, Inc. and Glencore AG (incorporated by reference to Exhibit No. 99.48 to the Schedule 13D/A filed with the SEC on September 19, 2016). |
99.49 |
|
Amendment No. 20 Relating to Purchase Agreement, dated as of June 2, 2016, by and among PolyMet Mining Corp., Poly Met Mining, Inc. and Glencore AG (incorporated by reference to Exhibit No. 99.49 to the Schedule 13D/A filed with the SEC on September 19, 2016). |
99.50 |
|
Amendment No. 21 Relating to Purchase Agreement, dated as of June 30, 2016, by and among PolyMet Mining Corp., Poly Met Mining, Inc. and Glencore AG (incorporated by reference to Exhibit No. 99.50 to the Schedule 13D/A filed with the SEC on September 19, 2016). |
99.51 |
|
Amendment No. 22 Relating to Purchase Agreement, dated as of September 14, 2016, by and among PolyMet Mining Corp., Poly Met Mining, Inc. and Glencore AG (incorporated by reference to Exhibit No. 99.51 to the Schedule 13D/A filed with the SEC on September 19, 2016). |
99.52 |
|
Amendment No. 23 Relating to Purchase Agreement, dated as of October 24, 2016, by and among PolyMet Mining Corp., Poly Met Mining, Inc. and Glencore AG (incorporated by reference to Exhibit No. 99.52 to the Schedule 13D/A filed with the SEC on November 1, 2016). |
99.53 |
|
First 2016 Purchase Warrant, dated October 28, 2016, issued by PolyMet Mining Corp. to Glencore AG (incorporated by reference to Exhibit No. 99.53 to the Schedule 13D/A filed with the SEC on November 1, 2016). |
99.54 |
|
Subscription Agreement, dated as of October 28, 2016, by and between PolyMet Mining Corp. and Glencore AG (incorporated by reference to Exhibit No. 99.54 to the Schedule 13D/A filed with the SEC on November 1, 2016). |
99.55 |
|
Second 2016 Purchase Warrant, dated October 28, 2016, issued by PolyMet Mining Corp. to Glencore AG (incorporated by reference to Exhibit No. 99.55 to the Schedule 13D/A filed with the SEC on November 1, 2016). |
99.56 |
|
Amendment No. 24 Relating to Purchase Agreement, dated as of September 14, 2017, by and among PolyMet Mining Corp., Poly Met Mining, Inc. and Glencore AG (incorporated by reference to Exhibit No. 99.6 to the Form 6-K filed by PolyMet Mining Corp. with the SEC on September 14, 2017). |
99.57 |
|
Amendment No. 25 Relating to Purchase Agreement, dated as of March 23, 2018, by and among PolyMet Mining Corp., Poly Met Mining, Inc. and Glencore AG (incorporated by reference to Exhibit No. 99.2 to the Form 6-K filed by PolyMet Mining Corp. with the SEC on March 26, 2018). |
99.58 |
|
2018 Purchase Warrant, dated March 23, 2018, issued by PolyMet Mining Corp. to Glencore AG (incorporated by reference to the Schedule 13D/A filed with the SEC on April 4, 2018). |
99.59 |
|
Extension Agreement dated March 22, 2019 by and among PolyMet Mining Corp., PolyMet Mining, Inc. and Glencore AG (incorporated by reference to Exhibit No. 99.59 to the Schedule 13D/A filed with the SEC on March 29, 2019). |
99.60 |
|
Warrant Amending Agreement dated March 22, 2019 between PolyMet Mining Corp. and Glencore AG (incorporated by reference to Exhibit No. 99.60 to the Schedule 13D/A filed with the SEC on March 29, 2019). |
99.61 |
|
Standby Purchase Agreement dated May 6, 2019 by and between PolyMet Mining Corp. and Glencore AG (incorporated by reference to Exhibit 4.1 to the Form F-10 filed by PolyMet Mining Corp. with the SEC on May 7, 2019). |
99.62 |
|
Amended and Restated Corporate Governance Agreement dated June 28, 2019 between PolyMet Mining Corp. and Glencore AG (incorporated by reference to Exhibit No. 99.62 to the Schedule 13D/A filed with the SEC on July 8, 2019) |
99.63 |
|
Registration Rights Agreement dated June 28, 2019 between PolyMet Mining Corp. and Glencore AG (incorporated by reference to Exhibit No. 99.62 to the Schedule 13D/A filed with the SEC on July 8, 2019) |
99.64 |
|
Subscription Agreement dated March 17, 2020 by and among PolyMet Mining Corp., Poly Met Mining, Inc. and Glencore AG (incorporated by reference to Exhibit 99.3 of the Form 6-K filed by PolyMet Mining Corp. with the SEC on March 30, 2020) |
99.65 |
|
Subscription Agreement dated February 14, 2022 by and among PolyMet Mining Corp., Poly Met Mining, Inc. and Glencore AG (filed herewith) |
99.66 |
|
Registration Rights Agreement dated February 14, 2022 between PolyMet Mining Corp. and Glencore AG (filed herewith) |
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.
Date: February 16, 2022
|
Glencore AG |
|
|
|
|
By: |
/s/ Carlos Perezagua |
|
Name: |
Carlos Perezagua |
|
Title: |
Director |
|
|
|
|
By: |
/s/ Stephan Huber |
|
Name: |
Stephan Huber |
|
Title: |
Director |
|
|
|
|
Glencore International AG |
|
|
|
|
By: |
/s/ Peter Friedli |
|
Name: |
Peter Friedli |
|
Title: |
Officer |
|
|
|
|
By: |
/s/ John Burton |
|
Name: |
John Burton |
|
Title: |
Director |
|
|
|
|
Glencore plc |
|
|
|
|
By: |
/s/ John Burton |
|
Name: |
John Burton |
|
Title: |
Company Secretary |
SCHEDULE 1
Set forth below are the names, business addresses
and present principal occupations of the directors and executive officers of Glencore plc, Glencore International AG and Glencore AG.
Each executive officer of each of Glencore International AG and Glencore AG is also a director of such company. Where no business address
is given for an executive officer or director, and such director’s principal employer is Glencore plc or one of its subsidiaries,
the business address is Baarermattstrasse 3, CH-6340, Baar, Switzerland. To the best knowledge of the Reporting Persons, none of the persons
listed below beneficially owns any Common Shares.
Directors of Glencore plc:
Name |
|
Principal Occupation |
|
Business address |
|
Share Ownership |
|
|
|
|
|
|
|
Gary Nagle
(Citizen of South Africa)
|
|
Chief Executive Officer |
|
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland |
|
|
|
|
|
|
|
|
|
Kalidas Madhavpeddi
(Citizen of USA)
|
|
Non-Executive Chairman |
|
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland |
|
|
|
|
|
|
|
|
|
Peter Coates
(Citizen of Australia) |
|
Non-Executive Director |
|
Level 22, The Gateway Building
1 Macquarie Place
Sydney NSW 2000
Australia |
|
|
|
|
|
|
|
|
|
David Wormsley
(Citizen of the United Kingdom) |
|
Non-Executive Director |
|
c/o Glencore UK Ltd.
18 Hanover Square
London W1S 1JY
United Kingdom |
|
|
|
|
|
|
|
|
|
Martin Gilbert
(Citizen of the United Kingdom) |
|
Non-Executive Director |
|
c/o Glencore UK Ltd.
18 Hanover Square
London W1S 1JY
United Kingdom |
|
|
|
|
|
|
|
|
|
Cynthia Carroll
(Citizen of the USA) |
|
Non-Executive Director |
|
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland |
|
|
|
|
|
|
|
|
|
Patrice Merrin
(Citizen of Canada) |
|
Non-Executive Director |
|
c/o Glencore Canada Corporation
First Canadian Place
100 King Street West, Suite 6900
Toronto, Ontario M5X 1E3
Canada |
|
|
|
|
|
|
|
|
|
Gill Marcus
(Citizen of South Africa) |
|
Non-Executive Director |
|
c/o Glencore South Africa (Pty) Ltd.
3rd Floor, Worley Parsons Building
39 Melrose Boulevard
Melrose Arch
Melrose North 2196
South Africa |
|
|
Executive Officers of Glencore plc:
Name |
|
Principal Occupation |
|
Business address |
|
Share Ownership |
|
|
|
|
|
|
|
Gary Nagle
(Citizen of South Africa)
|
|
Chief Executive Officer |
|
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland |
|
|
|
|
|
|
|
|
|
Steven Kalmin
(Citizen of Australia)
|
|
Chief Financial Officer |
|
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland |
|
|
|
|
|
|
|
|
|
John Burton
(Citizen of the United Kingdom) |
|
Company Secretary |
|
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland |
|
|
Directors and Executive Officers of Glencore International AG:
Name |
|
Principal Occupation |
|
Business address |
|
Share Ownership |
|
|
|
|
|
|
|
Gary Nagle
(Citizen of South Africa)
|
|
Chief Executive Officer |
|
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland |
|
|
|
|
|
|
|
|
|
Steven Kalmin
(Citizen of Australia)
|
|
Chief Financial Officer |
|
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland |
|
|
|
|
|
|
|
|
|
John Burton
(Citizen of the United Kingdom) |
|
Company Secretary of
Glencore plc |
|
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland |
|
|
Directors and Executive Officers of Glencore AG:
Name |
|
Principal Occupation |
|
Business address |
|
Share Ownership |
|
|
|
|
|
|
|
Martin W. Haering
(Citizen of Switzerland)
|
|
Tax Officer |
|
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland |
|
|
|
|
|
|
|
|
|
Carlos Perezagua
(Citizen of Spain) |
|
Chief Risk Officer |
|
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland |
|
|
|
|
|
|
|
|
|
Stephan Huber
(Citizen of Switzerland) |
|
Treasurer |
|
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland |
|
|