Market Overview

PolyMet Announces Filing of Final Prospectus and Terms for Rights Offering

Share:

PolyMet Mining Corp. ("PolyMet" or the "company") (TSX: POM; NYSE
American: PLM) has filed a short form final prospectus with securities
regulatory authorities in each of the Canadian provinces, and an
amendment to its registration statement on Form F-10 with the U.S.
Securities and Exchange Commission ("SEC") in respect of an offering of
rights ("Rights") to purchase common shares of the company to raise
approximately US$265 million in gross proceeds (the "Rights Offering").

Summary of Rights Offering

Pursuant to the Rights Offering, all eligible registered shareholders of
PolyMet (subject to applicable law) will receive one Right for every
common share of PolyMet owned on the record date of June 3, 2019 (the
"Record Date"). For each Right held, holders are entitled to acquire
2.119069 new common shares of PolyMet at US$0.3881 per share (the
"Rights Price"). The Rights Offering includes an additional subscription
privilege entitling holders of Rights who have fully exercised their
Rights to subscribe for additional common shares, if available, that
were not otherwise subscribed for under the Rights Offering.

Subject to applicable law, all PolyMet shareholders will have the choice
to participate and, by exercising all of their Rights, maintain their
existing levels of ownership. Rights holders can, in whole or in part,
exercise their Rights and subscribe for common shares, or sell or assign
their Rights to another party (who wishes to subscribe for new PolyMet
common shares). PolyMet has applied to have the Rights listed for
trading on both the Toronto Stock Exchange ("TSX") and NYSE American.

As previously disclosed, PolyMet has entered into a standby purchase
agreement (the "Standby Purchase Agreement") pursuant to which Glencore
AG ("Glencore"), subject to certain terms and conditions and
limitations, has agreed to exercise its basic subscription privilege in
full and to purchase at the Rights Price, that number of common shares,
equal to the difference, if any, of (x) the total number of common
shares offered pursuant to the Rights Offering minus (y) the number of
common shares subscribed for pursuant to the basic subscription
privilege and the additional subscription privilege (the "Standby
Commitment"). As a result, subject to the satisfaction of the terms and
conditions of the Standby Purchase Agreement, the Rights Offering will
be fully backstopped by Glencore. Glencore will be entitled to a fee
(the "Standby Fee") at the closing of the Rights Offering of
approximately US$7.7 million which is equal to 3.0 percent of the total
funds committed by Glencore.

The company intends to use the proceeds of the Rights Offering for: (a)
the repayment of the amount that the company is indebted to Glencore
under certain debentures which, as at March 31, 2019, is the principal
amount of US$165,000,000 plus accrued interest of US$77,774,753, plus
additional interest which continues to accrue; (b) the payment of the
Standby Fee in full; and (c) payment of expenses of the Rights Offering,
which expenses shall be no greater than US$6,000,000.

"Proceeds from the rights offering, which is fully back stopped by
Glencore, will be used to pay off our outstanding debt. This
strengthening of our balance sheet will help clear the pathway to
construction financing for the NorthMet Project, a process which is
likely to take several months," said Jon Cherry, president and CEO.
"Work is currently underway to advance project planning and development,
which was helped considerably by the issuance of the federal wetlands
permit in March, which brought the project to a fully permitted status.

"As one of the world's leading mining companies and our largest
shareholder, we appreciate Glencore's longstanding technical and
financial support of the project," Cherry said. "We look forward to
working with Glencore to establish Minnesota's first copper-nickel mine."

By virtue of its 28.8 percent shareholding in PolyMet, Glencore is a
related party to the company, and the Rights Offering, as a result of
the Standby Commitment, is a related party transaction pursuant to
Multilateral Instrument 61-101 – Protection of Minority
Securityholders in Special Transactions
("MI 61-101"). However, the
Rights Offering is exempt from the formal valuation and minority
shareholder approval requirements under MI 61-101 pursuant to section
5.1(k)(ii) of MI 61-101.

Rights Offering Details

What is a Rights Offering?

In a Rights Offering, all eligible shareholders on the Record Date get
the same pro rata right to participate in the financing on the same
terms.

How many common shares will I be able to subscribe for and what will
it cost?

For each common share you hold on the Record Date you will receive one
Right. For every Right, you will be able to subscribe for 2.119069 new
common shares (subject to applicable law) at US$0.3881. For example, if
you own 1,000 shares, you will receive 1,000 rights which allow you to
subscribe for 2,119 new common shares for a total cost of US$822.38.

What is the Record Date and Expiry Time and Expiry Date?

The Record Date of the Rights Offering is 5:00 p.m. (Eastern time) on
June 3, 2019. The expiry time (the "Expiry Time") and expiry date (the
"Expiry Date") of the Rights Offering are 5:00 pm (Eastern time) on June
26, 2019. Rights not exercised before the Expiry Time on the Expiry Date
will be void and of no value.

How much will the Rights Offering raise and for what will the funds
be used?

As a result of Glencore agreeing to backstop the Rights Offering, it is
expected that the gross proceeds from the Rights Offering shall be
sufficient to repay in its entirety the debt owed by the company to
Glencore, which is estimated to be approximately US$251.3 million at the
time of closing of the Rights Offering. The remaining gross proceeds
will be used for the Standby Fee of approximately US$7.7 million and
expenses with respect to the Rights Offering, anticipated to be
approximately US$6.0 million.

What will happen to my current Common Shares if I do not participate
in the Rights Offering?

If you do not exercise all of your Rights pursuant to the basic
subscription privilege, your equity ownership in the company will be
diluted by the issuance of common shares upon the exercise of Rights by
other shareholders, which dilution may be significant.

Can I sell my Rights?

Yes, if you do not wish to exercise your Rights in full you will be able
to either assign or sell some or all of your Rights. The TSX has
provided conditional approval for trading of the Rights, which will
commence on June 5, 2019 as TSX:POM.RT subject to PolyMet's satisfaction
of the listing conditions of the TSX. PolyMet will apply to list the
Rights and common shares issuable upon the exercise of the Rights on the
NYSE American. The approval of such listing will be subject to PolyMet
fulfilling all of the listing requirements of the NYSE American.

Can I subscribe for more common shares?

Possibly. All shareholders have an additional subscription privilege
that allows those shareholders who fully exercise their Rights to
acquire any PolyMet common shares issuable under this Rights Offering
that are not subscribed for prior to the Expiry Date. The allocation of
the additional subscription privilege will be pro rata to the total
number of additional subscriptions and the number of common shares
originally held by those who apply for additional subscription.

How do I pay for my common shares?

If you are a registered shareholder you will pay the subscription agent,
being Computershare Investor Services Inc., in Toronto, Canada,
directly. If you hold your shares through an intermediary in "street
name" your intermediary should pay for the common shares in accordance
with your instructions.

As a Beneficial Shareholder what should I do if I want to participate
in the Rights Offering?

If you hold your common shares through a CDS or DTC Participant, such as
a securities broker or dealer, bank, trust company or other
intermediary, then the CDS or DTC Participant must exercise Rights on
your behalf and Shareholders must arrange purchases or transfers of
Rights through their own CDS or DTC Participant. If you wish to
participate in the Rights Offering, please contact the CDS or DTC
Participant who holds your common shares as soon as possible.

What if I reside in an Ineligible Jurisdiction (other than Canada and
the United States)?

Persons located in certain Ineligible Jurisdictions outside of Canada
and the United States may be able to exercise the Rights and purchase
common shares provided that they furnish evidence reasonably
satisfactory to the company that they are permitted under applicable
laws to participate in the Rights Offering. We urge you to contact your
bank or broker or contact either the Shorecrest Group or the Georgeson
Group for assistance in participating (see contact details below).

When will I receive additional information?

A Rights certificate and a prospectus will be mailed to each eligible
registered shareholder shortly following the Record Date. Beneficial
shareholders will receive materials and instructions directly from their
intermediaries. The prospectus is currently available on SEDAR at www.sedar.com
under the company's profile.

Where can I find additional details?

Further details concerning the Rights Offering, including the terms of
the Standby Purchase Agreement are contained in the company's short form
final prospectus which is available on the company's SEDAR profile and
in the company's Form F-10, as amended, filed with the SEC on EDGAR
(available at www.sec.gov).
The foregoing description of certain terms of the Standby Purchase
Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of such agreements to be filed by
PolyMet under its profile at www.sedar.com.

Who can I call if I have additional questions?

Shareholders in North America should direct questions to Shorecrest
Group at:

North American Toll-Free 1-888-637-5789
Banks and Brokers and
collect calls 647-931-7454
Email at contact@shorecrestgroup.com
| www.shorecrestgroup.com

Shareholders outside of North America should direct questions to
Georgeson at:

Shareholders, Banks and Brokers +44 207 019 7081
infoagent@georgeson.com

This news release does not constitute an offer to sell, nor the
solicitation of an offer to buy, the securities in any jurisdiction; nor
shall there be any sale of securities mentioned in this news release in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of such jurisdiction.

About PolyMet
PolyMet Mining Corp. (www.polymetmining.com)
is a publicly traded mine development company that owns 100 percent of
Poly Met Mining, Inc., a Minnesota corporation that controls 100 percent
of the NorthMet copper-nickel-precious metals ore body through a
long-term lease, and owns 100 percent of the former LTV Steel Mining
Company processing facility, located approximately seven rail miles from
the ore body in the established mining district of the Mesabi Iron Range
in northeastern Minnesota. Poly Met Mining, Inc. has completed its
Definitive Feasibility Study and received all permits necessary to
construct and operate the NorthMet Project. NorthMet is expected to
require approximately two million hours of construction labor, create
approximately 360 long-term jobs directly, and generate a level of
activity that will have a significant multiplier effect in the local
economy.

PolyMet Disclosures
This news release contains certain
forward-looking statements concerning anticipated developments in
PolyMet's operations in the future. Forward-looking statements are
frequently, but not always, identified by words such as "expects,"
"anticipates," "believes," "intends," "estimates," "potential,"
"possible," "projects," "plans," and similar expressions, or statements
that events, conditions or results "will," "may," "could," or "should"
occur or be achieved or their negatives or other comparable words. These
forward-looking statements may include statements regarding the ability
to receive environmental and operating permits, job creation, and the
effect on the local economy, or other statements that are not a
statement of fact. Forward-looking statements address future events and
conditions and therefore involve inherent known and unknown risks and
uncertainties. Actual results may differ materially from those in the
forward-looking statements due to risks facing PolyMet or due to actual
facts differing from the assumptions underlying its predictions.

PolyMet's forward-looking statements are based on the beliefs,
expectations and opinions of management on the date the statements are
made, and PolyMet does not assume any obligation to update
forward-looking statements if circumstances or management's beliefs,
expectations and opinions should change.

Specific reference is made to risk factors and other considerations
underlying forward-looking statements discussed in PolyMet's most
recent Annual Report on Form 40-F for the fiscal year ended December 31,
2018, and in our other filings with Canadian securities authorities and
the U.S. Securities and Exchange Commission.

The Annual Report on Form 40-F also contains the company's mineral
resource and other data as required under National Instrument 43-101.

The TSX has not reviewed and does not accept responsibility for the
adequacy or accuracy of this release.

PolyMet has filed a registration statement, including a prospectus
(File No. 333-231254), with the U.S. Securities and Exchange Commission,
for the offering to which this communication relates. Before investing,
prospective investors should read the prospectus in that registration
statement and other documents the issuer has filed with the U.S.
Securities and Exchange Commission, for more complete information about
PolyMet and this offering. The documents are available free of charge by
visiting EDGAR on the U.S. Securities and Exchange Commission website at
www.sec.gov.
Alternatively, PolyMet will arrange to send you the prospectus if you
request it by calling +1 (416) 915-4149.

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