SWITZERLAND, Nov. 30, 2011 /CNW/ - Glencore International plc
("Glencore") announced today that its wholly-owned subsidiary, Glencore
AG, has entered into a subscription agreement dated November 30, 2011
with PolyMet Mining Corp. ("PolyMet") to purchase by way of private
placement (the "Private Placement") 13,333,333 common shares of PolyMet
(the "Private Placement Shares") and warrants to purchase up to an
aggregate of 2.6 million Shares at US$1.50 per share, exercisable from
time to time until 5:00 pm (Vancouver time) on December 31, 2015 (the
"2011 Warrants" and, with the Private Placement Shares, the
"Securities"). The aggregate purchase price for the Securities is
approximately US$20 million and the exercise price for the 2011
Warrants is US$1.50 per share (C$1.5444 per share based on the Bank of
Canada Noon Exchange Rate of US$1.00 = C$1.0296 for November 29, 2011).
Glencore also announced today that effective on the closing of the
Private Placement Glencore's debenture financing of PolyMet will be
amended as follows, among other things (collectively, the "Financing
The maturity date of the Tranche A-D Debentures of PolyMet
(collectively, the "Issued Debentures") will be extended from September
30, 2012 to the earlier of i) expiration of ten days' notice to
Glencore that PolyMet has received all permits necessary to start
construction of the NorthMet project and has available senior
construction financing (the "Early Maturity Event") and ii) September
30, 2014 (the "Maturity Date").
Upon closing of the Financing Amendments, Glencore will be able to
exchange the initial principal and capitalized interest of the Issued
Debentures into common shares of PolyMet ("Shares") at US$1.50 per
share. The Issued Debentures were issued in four tranches between
October 2008 and September 2009. The total initial principal of the
Debentures is US$25 million with approximately US$3.548 million of
capitalized interest as of November 30, 2011.
The warrants issued to Glencore in November 2010 (the "2010 Warrants")
will be amended such that Glencore has the right to purchase 3 million
Shares at US$1.50 at any time until December 31, 2015.
Upon closing of the Private Placement and the Financing Amendments
Glencore will acquire 13,333,333 Shares and rights to acquire
14,494,856 Shares pursuant to the exercise of the 2011 Warrants and the
additional Shares issuable upon the conversion of the Debentures
representing approximately 14.7% of the outstanding Shares on a
partially diluted basis.
Immediately after closing of the Financing Amendments and the Private
Placement, Glencore will: (i) own 41,967,842 Shares of PolyMet, (ii) be
able to exchange US$28,547,655 of Issued Debentures for an additional 19,031,770 Shares pursuant to the
Financing Amendments, (iii) be able to acquire an additional 5 million
Shares on or before October 15, 2012 pursuant to the subscription
agreement dated November 12, 2010, (iv) be able to exercise the warrant
issued to Glencore on November 12, 2010 for 3 million Shares, and (v)
be able to acquire an additional 2.6 million Shares upon exercise of
the 2011 Warrants for a total of 71,599,612 Shares representing
approximately 35.1% of PolyMet's issued Shares.
The third and final tranche of the 2010 private placement, comprising
the sale of 5 million Shares at $2.00 per share no later than October
15, 2012 and the off-take and marketing agreements whereby Glencore
will market all of PolyMet's products for a minimum of five years from
the start of commercial production at NorthMet are unaffected by the
amendments to the financing agreements.
Glencore agreed to the Financing Amendments and the Private Placement in
the ordinary course of Glencore's business. Glencore may from time to
time acquire additional securities of PolyMet and/or its subsidiaries,
dispose of some or all of the existing or additional securities it
holds or will hold, or may continue to hold its then current position.
Persons who wish to obtain a copy of the early warning report to be
filed by Glencore in connection with this transaction may obtain a copy
of such report from www.sedar.com or by contacting Glencore's
representative listed below.
Upon closing of the Financing Amendments and the Private Placement,
Glencore will acquire the securities from PolyMet pursuant to
applicable exemptions from the prospectus requirements and will receive
legal opinions to that effect from legal counsel to PolyMet.
Glencore is one of the world's leading integrated producers and
marketers of commodities, headquartered in Baar, Switzerland, and
listed on the London and Hong Kong Stock Exchanges. Glencore has
worldwide activities in the production, sourcing, processing, refining,
transporting, storage, financing and supply of Metals and Minerals,
Energy Products and Agricultural Products. Glencore AG, which
maintains offices in Stamford, Connecticut, is a subsidiary of Glencore
SOURCE Glencore AG
For further information: