Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close of the period
covered by the annual report. 277,557,082
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
[
] Yes [X] No
If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 of 15(d) of the Securities Exchange Act of 1934.
[
] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes
[ ] No
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Date File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of
the Exchange Act. (Check one)
Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:
If “Other” has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant
has elected to follow.
Item 17 [ ] Item
18 [ ]
If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act)
[ ] Yes [X] No
This Annual Report on Form 20-F (this “Annual Report”) contains
statements that constitute "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). These statements appear in a number of different places in this Annual
Report and can be 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. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially different from any
future results, performance or achievements that may be expressed or implied by
such forward-looking statements. The statements, including the statements
contained in Item 3D “Risk Factors”, Item 4B “Business Overview”, Item 5
“Operating and Financial Review and Prospects” and Item 11 “Quantitative and
Qualitative Disclosures About Market Risk”, are inherently subject to a variety
of risks and uncertainties that could cause actual results, performance or
achievements to differ significantly. Forward-looking statements include
statements regarding the outlook for our future operations, plans and timing for
our exploration and development programs, statements about future market
conditions, supply and demand conditions, forecasts of future costs and
expenditures, the outcome of legal proceedings, and other expectations,
intentions and plans that are not historical fact. Our actual results may differ
materially from those in the forward-looking statements due to risks facing us
or due to actual facts differing from the assumptions underlying our
predictions. Some of these risks and assumptions include:
All forward-looking statements included in this Annual Report
are based on information available to us on the date of this Annual Report. We
expressly disclaim any obligation to update publicly or otherwise these
statements, whether as a result of new information, future events or otherwise
except to the extent required by law, rule or regulation. You should not place
undue reliance on forward-looking statements. You should carefully review the
cautionary statements and risk factors contained in this and other documents
that we file from time to time with the Securities and Exchange Commission (the
“SEC”).
In this Annual Report, unless the context otherwise dictates,
“we”, “our”, “us”, “PolyMet” or the “Company” refers to PolyMet Mining Corp. and
its subsidiaries.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISORS
Not required.
ITEM 2. OFFER STATISTICS AND EXPECTED
TIMETABLE
Not required.
ITEM 3. KEY INFORMATION
|
A.
|
Selected Financial Data
|
The following selected financial data, as at January 31, 2016,
2015, 2014, 2013, and 2012 and for the years ended January 31, 2016, 2015, 2014,
2013, and 2012 are derived from our audited consolidated financial statements
either included herein (in respect of as the consolidated financial statements
as at January 31, 2016 and 2015 and for the years ended January 31, 2016, 2015
and 2014) and as filed previously. The selected financial data should be read in
conjunction with “Item 5 - Operating and Financial Review and Prospects”, the
consolidated financial statements and related notes of the Company included
under “Item 18 – Financial Statements" and other financial information included
elsewhere in this Annual Report.
Our consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards (“IFRS”) as issued
by the International Accounting Standards Board (“IASB”).
Unless otherwise indicated, all monetary amounts in this Annual
Report are expressed in United States dollars, our reporting currency.
Selected Financial Data
($'000s, except loss per share and
weighted average shares)
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
1/31/2016
|
|
|
1/31/2015
|
|
|
1/31/2014
|
|
|
1/31/2013
|
|
|
1/31/2012
|
|
|
Operating Revenues
|
$
|
–
|
|
$
|
–
|
|
$
|
–
|
|
$
|
–
|
|
$
|
–
|
|
|
Income (loss) from Operations
|
$
|
–
|
|
$
|
–
|
|
$
|
–
|
|
$
|
–
|
|
$
|
–
|
|
|
Net Loss
|
$
|
(9,346
|
)
|
$
|
(7,276
|
)
|
$
|
(8,132
|
)
|
$
|
(6,626
|
)
|
$
|
(3,045
|
)
|
|
Basic & Diluted Loss Per Share
|
$
|
(0.03
|
)
|
$
|
(0.03
|
)
|
$
|
(0.04
|
)
|
$
|
(0.04
|
)
|
$
|
(0.02
|
)
|
|
Dividends Per Share
|
$
|
–
|
|
$
|
–
|
|
$
|
–
|
|
$
|
–
|
|
$
|
–
|
|
|
Weighted Average Shares
|
|
276,812,958
|
|
|
275,726,953
|
|
|
236,303,304
|
|
|
178,949,306
|
|
|
160,358,498
|
|
|
Working Capital (Deficiency)
|
$
|
2,162
|
|
$
|
(31,672
|
)
|
$
|
(1,872
|
)
|
$
|
2,629
|
|
$
|
16,375
|
|
|
Net Assets
|
$
|
184,657
|
|
$
|
192,376
|
|
$
|
196,332
|
|
$
|
142,912
|
|
$
|
132,366
|
|
|
Total Assets
|
$
|
337,660
|
|
$
|
313,229
|
|
$
|
287,525
|
|
$
|
236,127
|
|
$
|
189,571
|
|
|
Share Capital
|
$
|
244,068
|
|
$
|
244,496
|
|
$
|
243,337
|
|
$
|
184,222
|
|
$
|
170,566
|
|
|
(includes Share Capital Premium)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B.
|
Capitalization and Indebtedness
|
Not Applicable
|
C.
|
Reasons for the Offer and Use of
Proceeds
|
Not Applicable
5
Our business is subject to many risks and uncertainties,
which may affect our future financial performance. If any of the events or
circumstances described below occurs, our business and financial performance
could be harmed, our actual results could differ materially from our
expectations and the market value of our securities could decline. The risks and
uncertainties discussed below are not the only ones we face. There may be
additional risks and uncertainties not currently known to us or that we
currently do not believe are material that may harm our business and financial
performance.
RISKS RELATING TO OUR BUSINESS
We depend on a single mineral project.
The NorthMet Project accounts for all of our mineral resources and mineral reserves and exclusively represents the current potential for the future generation of revenue. Mineral exploration and development involves a high degree of risk that even a combination of careful evaluation, experience and knowledge cannot eliminate and few properties that are explored are ultimately developed into producing mines. Any adverse development affecting the NorthMet Project may have a material adverse effect on our business, prospects, financial position, results of operations and cash flows.
We may experience delays, higher than expected costs,
difficulties in obtaining environmental permits and other obstacles when
implementing our capital expenditure projects.
We are investing heavily in various facets of our NorthMet
Project. Our NorthMet Project is subject to a number of risks that may make it
less successful than anticipated, including:
|
|
•
|
delays in the issuance of permits;
|
|
|
•
|
delays or higher than expected costs in obtaining the
necessary equipment or services to build and operate our projects; and
|
|
|
•
|
adverse mining conditions may delay and hamper our
ability to produce the expected quantities of minerals.
|
Our future activities could be subject to environmental laws
and regulations, which may have a materially adverse effect on our future
operations, in which case our operations could be suspended or terminated.
We, like other companies doing business in the United States
and Canada, are subject to a variety of federal, provincial, state and local
statutes, rules and regulations designed to, among other things:
|
|
•
|
protect the environment, including the quality of the air
and water in the vicinity of exploration, development, and mining
operations;
|
|
|
•
|
remediate the environmental impacts of those
exploration, development, and mining operations;
|
|
|
•
|
protect and preserve wetlands and endangered
species; and
|
|
|
•
|
mitigate negative impacts on certain
archaeological and cultural sites.
|
Compliance with statutory environmental quality requirements described above may require significant capital outlays, impacting our earning power, or cause material changes in our intended activities. Environmental standards imposed by federal, state, or local governments may be changed or become more stringent in the future, which could materially and adversely affect our proposed activities.
Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of prior and current operations. These lawsuits could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions. Substantial costs and liabilities, including for restoring the environment after the closure of mines, are inherent in our operations. We cannot assure that any such law, regulation, enforcement or private claim would not have a material adverse effect on our financial condition, results of operations or cash flows.
6
Land reclamation requirements for the NorthMet Project may be burdensome.
Land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance. In order to carry out reclamation obligations imposed on us in connection with exploration, potential development and production activities, we must allocate financial resources that might otherwise be spent on further exploration and development programs. In addition, regulatory changes could increase our obligations to perform reclamation and mine closing activities. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.
We are subject to significant governmental regulations and related costs and delays may negatively affect our business.
Mining activities are subject to extensive federal, state, local and foreign laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labor standards and occupational health and safety laws and regulations, including mine safety, toxic substances and other matters. The costs associated with compliance with such laws and regulations are substantial. Possible future laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspensions of operations and delays in the development of new properties.
We are required to obtain various governmental permits to
conduct exploration, development, construction and mining activities at our
properties. Obtaining the necessary governmental permits is often a complex and
time-consuming process involving numerous United States or Canadian federal,
provincial, state, and local agencies. The duration and success of each
permitting effort is contingent upon many variables not within our control. In
the context of obtaining permits or approvals, we must comply with known
standards, existing laws, and regulations that may entail greater or lesser
costs and delays depending on the nature of the activity to be permitted and the
interpretation of the laws and regulations implemented by the permitting
authority. The failure to obtain certain permits or the adoption of more
stringent permitting requirements could have a material adverse effect on our
business, operations, and properties and we may be unable to proceed with our
exploration and development programs.
Federal legislation and implementing regulations adopted and
administered by the United States Environmental Protection Agency, Army Corp of
Engineers, Forest Service, Fish and Wildlife Service, Mine Safety and Health
Administration, and other federal agencies, and legislation such as the Federal
Clean Water Act, Clean Air Act, National Environmental Policy Act, Endangered
Species Act, and Comprehensive Environmental Response, Compensation, and
Liability Act, have a direct bearing on exploration, development and mining
operations United States. Due to the uncertainties inherent in the permitting
process, we cannot be certain that we will be able to obtain required approvals
for proposed activities at any of our properties in a timely manner, or that our
proposed activities will be allowed at all.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, which may require corrective measures including capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may be subject to civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Any such penalties, fines, sanctions or shutdowns could have a material adverse effect on our business and results of operations.
7
Because the price of metals fluctuate, if the prices of
metals in our ore body decrease below a specified level, it may no longer be
profitable to develop our NorthMet Project for those metals and we will cease
operations.
Prices of metals are determined by some of the following
factors:
|
|
•
|
global and regional supply and demand;
|
|
|
•
|
political and economic conditions and
production costs in major metal producing regions;
|
|
|
•
|
the strength of the United States dollar; and
|
|
|
•
|
expectations for inflation.
|
The aggregate effect of these factors on metals prices is
impossible for us to predict. In addition, the prices of metals are sometimes
subject to rapid short-term and/or prolonged changes because of speculative
activities. The current demand for and supply of various metals affect the
prices of copper, nickel, cobalt, platinum, palladium and gold, but not
necessarily in the same manner as current supply and demand affect the prices of
other commodities. The supply of these metals primarily consists of new
production from mining. If the prices of copper, nickel, cobalt, platinum,
palladium and gold are, for a substantial period, below our foreseeable costs of
production, we could cease operations.
We are dependent on our key personnel.
Our success depends on key members of our management. The loss
of the services of one or more of such key management personnel could have a
material adverse effect on us. Our ability to manage exploration and development
activities, and hence our success, will depend in large part on the efforts of
these individuals. We face intense competition for qualified personnel, and we
cannot be certain that we will be able to attract and retain such personnel.
In addition, we anticipate that if we bring the NorthMet Project into production, we will experience significant growth in our operations. We expect this growth to create new positions and responsibilities for management and technical personnel and to increase demands on its operating and financial systems. There can be no assurance that we will successfully meet these demands and effectively attract and retain additional qualified personnel to manage our anticipated growth. The failure to attract such qualified personnel to manage growth would have a material adverse effect on our business, financial position, results of operations and cash flows.
We may not be able to raise the funds necessary to develop
the NorthMet Project. If we are unable to raise such additional funds, we will
have to suspend or cease operations.
We will need to seek additional financing to complete our
development and construction of the NorthMet Project. Sources of such external
financing may include future equity and debt offerings, advance payments by
potential customers to secure long-term supply contracts, grants and low-cost
debt from certain state financial institutions, and commercial debt secured by
the NorthMet Project. If we cannot raise the money necessary to continue to
explore and develop our property, we will have to suspend or cease operations.
Our metals exploration and development efforts are highly
speculative in nature and may be unsuccessful.
As a development stage company, our work is speculative and
involves unique and greater risks than are generally associated with other
businesses.
The development of mineral deposits involves uncertainties,
which careful evaluation, experience, and knowledge cannot eliminate. Few
properties explored are ultimately developed into producing mines. It is
impossible to ensure that the current development program we have planned will
result in a profitable commercial mining operation.
8
We are subject to all the risks inherent to the mining
industry, which may have an adverse affect on our business operations.
We are subject to all of the risks inherent in the mining
industry, including, without limitation, the following:
|
|
•
|
Success in discovering and developing commercially viable
quantities of minerals is the result of a number of factors, including the
quality of management, the interpretation of geological data, the level of
geological and technical expertise and the quality of land available for
exploration;
|
|
|
•
|
Operations are subject to a variety of existing laws and
regulations relating to exploration and development, permitting
procedures, safety precautions, property reclamation, employee health and
safety, air and water quality standards, pollution and other environmental
protection controls, all of which are subject to change and are becoming
more stringent and costly to comply with;
|
|
|
•
|
A large number of factors beyond our control, including
fluctuations in metal prices and production costs, inflation, the
proximity and liquidity of precious metals and energy fuels markets and
processing equipment, government regulations, including regulations
relating to prices, taxes, royalties, land tenure, land use, importing and
exporting of minerals and environmental protection, and other economic
conditions, will affect the economic feasibility of mining;
|
|
|
•
|
Substantial expenditures are required to construct mining
and processing facilities;
|
|
|
•
|
Title to mining properties may be subject to other
claims; and
|
|
|
•
|
In the development stage of a mining operation, our
mining activities could be subject to substantial operating risks and
hazards, including metal bullion losses, environmental hazards, industrial
accidents, labor disputes, encountering unusual or unexpected geologic
formations or other geological or grade problems, encountering
unanticipated ground or water conditions, cave- ins, pit-wall failures,
flooding, rock falls, periodic interruptions due to inclement weather
conditions or other unfavorable operating conditions and other acts of
God. Some of these risks and hazards are not insurable or may be subject
to exclusion or limitation in any coverage which we obtain or may not be
insured due to economic considerations.
|
Our actual mineral reserves and mineral resources may not
conform to our established estimates.
The figures for mineral reserves and mineral resources stated
in this Annual Report are estimates and no assurances can be given that the
anticipated tonnages and grades will be achieved or that the indicated level of
recovery will be realized. Market fluctuations and the prices of metals may
render reserves and mineral resources uneconomic. Moreover, short-term operating
factors relating to the mineral deposits, such as the need for the orderly
development of the deposits or the processing of new or different grades of ore,
may cause a mining operation to be unprofitable in any particular accounting
period.
The estimating of mineral reserves and mineral resources is a subjective process that relies on the judgment of the persons preparing the estimates. Estimates of mineral resources are, to a large extent, based on the interpretation of geological data obtained from drill holes and other sampling techniques. This information is used to calculate estimates of the configuration of the mineral resource, expected recovery rates, anticipated environmental conditions and other factors. As a result, mineral resource estimates for the NorthMet Project may require adjustments or downward revisions based upon further exploration or development work or upon actual production experience, thereby adversely impacting the economics of the NorthMet Project. Any material reductions in estimates of mineralization, or of the Company's ability to extract this mineralization, could have a material adverse effect on the Company's results of operations or financial condition.
There is no assurance that any of our mineral resources, not
currently classified as mineral reserves, will ever be classified as mineral
reserves under the disclosure standards of the SEC.
Item 4.D of this Annual Report discusses our mineral resources
in accordance with NI 43-101. Resources are classified as “measured resources”,
“indicated resources” and “inferred resources” under NI 43-101. However, U.S.
investors are cautioned that the SEC does not recognize these resource
classifications. There is no assurance that any of our mineral resources, not
currently classified as mineral reserves, will be converted into mineral
reserves under the disclosure standards of the SEC.
9
We have had no production history and we do not know if we
will generate revenues in the future.
While we were incorporated in 1981, we have no history of
producing minerals. We have not developed or operated any mines and we have no
operating history upon which an evaluation of our future success or failure can
be made. We currently have no mining operations of any kind. Our ability to
achieve and maintain profitable mining operations is dependent upon a number of
factors, including our ability to successfully build and operate mines,
processing plants and related infrastructure ourselves. We may not successfully
establish mining operations or profitably produce metals at any of our
properties. As such, we do not know if we will ever generate revenues.
We have a history of losses, which we expect will continue
for the future. If we do not begin to generate revenues we may either have to
suspend or cease operations.
As a development stage company with no holdings in any
producing mines, we continue to incur losses and expect to incur losses in the
future. As at January 31, 2016, we had an accumulated deficit of $113.2 million.
We may not be able to achieve or sustain profitability in the future. If we do
not begin to generate revenues, we may either have to suspend or cease
operations.
We have prepared our consolidated financial statements on a
going concern basis, which contemplates the realization of assets and the
settlement of liabilities in the normal course of operations.
We currently have negative cash flow from operating activities
and cannot predict if or when we will operate profitably to generate positive
cash flows. We have taken steps to fund our operations through the issuance of
equity and debt. We plan to meet our financial obligations to the point at which
all regulatory approvals for our NorthMet Project have been obtained and which
will allow us to raise capital to construct our mine and commence commercial
production.
Since September 2006, we have raised approximately $177 million
in equity, $70 million of initial principal debt of which $25 million is
exchangeable into equity upon receipt of permits necessary to build and operate
our NorthMet Project, $4 million is secured by land acquired with proceeds from
the loan and $41 million is secured by our assets.
We will need to raise sufficient funds to meet our current
obligations as well as fund ongoing development, capital expenditures and
administration expenses, in accordance with our spending plans for the next
year. While in the past the Company has been successful in closing financing
agreements, there can be no assurance it will be able to do so again in the
future. Factors that could affect the availability of financing include the
state of debt and equity markets, investor perceptions and expectations, and the
metals markets.
We may not have adequate, if any, insurance coverage for
some business risks that could lead to economically harmful consequences to
us.
Our businesses are generally subject to a number of risks and
hazards, including:
|
|
•
|
industrial accidents;
|
|
|
•
|
railroad accidents;
|
|
|
•
|
labor disputes;
|
|
|
•
|
environmental hazards;
|
|
|
•
|
electricity stoppages;
|
|
|
•
|
equipment failures; and
|
|
|
•
|
severe weather and other natural phenomena.
|
These occurrences could result in damage to, or destruction of,
mineral properties, production facilities, transportation facilities, or
equipment. They could also result in personal injury or death, environmental
damage, waste of resources or intermediate products, delays or interruption in
mining, production or transportation activities, monetary losses and possible
legal liability. The insurance we maintain against risks that are typical in our
business may not provide adequate coverage. Insurance against some risks
(including liabilities for environmental pollution or certain hazards or
interruption of certain business activities) may not be available at a
reasonable cost or at all. As a result, accidents or other negative developments
involving our mining, production or transportation facilities could have a
material adverse effect on our operations.
10
We may be subject to and future litigation and regulatory proceedings which may have an adverse effect on our business operations.
We may be subject to civil claims (including class action claims) based on allegations of negligence, breach of statutory duty, public nuisance or private nuisance or otherwise in connection with its operations or investigations relating thereto. While we are presently unable to quantify its potential liability under any of the above, such liability may be material to the Company and may have a material adverse effect on its ability to continue in operation.
In addition, we may be subject to actions or related investigations by governmental or regulatory authorities. Such actions may include civil or criminal prosecution for breach of relevant statues, regulations or rules or failure to comply with the terms of our licenses and permits and may result in liability for pollution, other fines or penalties, revocation of consents, permits, approvals or licenses or similar action, which could be material and may affect the Company's results of operations. Exposures to fines and penalties generally are uninsurable as a matter of public policy.
The mining industry is an intensely competitive industry,
and we may have difficulty effectively competing with other mining companies in
the future.
We face intense competition from other mining and producing
companies. In recent years, the mining industry has experienced significant
consolidation among some of our competitors. We cannot assure you that the
result of current or further consolidation in the industry will not adversely
affect us.
In addition, because mines have limited lives we must
periodically seek to replace and expand our reserves by acquiring new
properties. Significant competition exists to acquire properties producing, or
capable of producing, copper, nickel and other metals.
If we are unable to successfully manage these risks, our growth
prospects and profitability may suffer.
We are dependent on information technology and its systems and infrastructure face certain risks, including cybersecurity risks and data leakage risks.
We utilize a variety of information technology systems and infrastructure. Any significant breakdown, invasion, destruction or interruption of these systems by employees, others with authorized access to the systems, or unauthorized persons could negatively impact operations. There is also a risk that we could experience a business interruption, theft of information, or reputational damage as a result of a cyber-attack, such as a data leakage of confidential information either internally or by third-party providers. While we have invested in the protection of our data and information technology to reduce these risks and periodically test the security of its information systems network, there can be no assurance that these efforts will prevent breakdowns or breaches in our systems that could adversely affect our business.
We may be subject to risks relating to the global economy.
Market events and conditions in recent years, including
disruptions in the international credit markets and other financial systems and
the deterioration of global economic conditions could impede our access to
capital or increase the cost of capital. These disruptions in the credit and
financial markets have had a significant material adverse impact on a number of
financial institutions and have limited access to capital and credit for many
companies, including us. These disruptions could, among other things, make it
more difficult for us to obtain, or increase our cost of obtaining capital and
financing for our operations.
11
RISKS RELATED TO THE OWNERSHIP OF OUR COMMON SHARES
We may experience volatility in our share price.
Our common shares are listed for trading on the TSX and on the
NYSE MKT. Our shareholders may be unable to sell significant quantities of the
common shares into the public trading markets without a significant reduction in
the price of our shares, if at all. The market price of our common shares may be
affected significantly by factors such as changes in our operating results, the
availability of funds, fluctuations in the price of metals, the interest of
investors, traders and others in development stage public companies such as us
and general market conditions. In recent years the securities markets have
experienced a high level of price and volume volatility, and the market price of
securities of many companies, particularly development companies similar to us,
have experienced wide fluctuations, which have not necessarily been related to
the operating performances, underlying asset values, or the future prospects of
such companies. There can be no assurance that future fluctuations in the price
of our shares will not occur.
A large number of shares will be eligible for future sale
and may depress our share price.
Our shares that are eligible for future sale may have an
adverse effect on the price of our common shares. As at January 31, 2016 there
were 277,557,082 of our common shares outstanding. The average trading volume
for the three months prior to January 31, 2016 was approximately 13,300 shares
per day on the TSX and 185,500 shares per day on the NYSE MKT. Sales of
substantial amounts of our common shares, or a perception that such sales could
occur, and the existence of options or warrants to purchase common shares and
debt convertible into common shares at prices that may be below the then current
market price of our common shares, could adversely affect the market price of
our common shares and could impair our ability to raise capital through the sale
of our equity securities.
Your ownership interest, voting power and the market price
of our common shares may decrease because we have issued, and may continue to
issue, a substantial number of securities convertible or exercisable into our
common shares.
We have issued common shares, options, restricted shares,
restricted share units, convertible debt and warrants to purchase our common
shares to satisfy our obligations and fund our operations (see Item 5.A). Since we currently do not have a source of revenue, we
will likely issue additional common shares, options, warrants, preferred shares
or other securities exercisable for or convertible into our common shares to
raise money for our continued operations or as non-cash incentives to our own
and our subsidiaries' directors, officers, and key employees. If conversions of
warrants and/or options into common shares or additional sales of equity occur,
your ownership interest and voting power in us will be diluted and the market
price of our common shares may decrease.
Under our 2007 Omnibus Share Compensation Plan, as amended and
restated (“Omnibus Plan”), the aggregate number of share options, restricted
shares, restricted share units, and other share-based awards is restricted to
10% of our issued and outstanding common shares on the grant date, excluding
2,500,000 common shares pursuant to an exemption approved by the Toronto Stock
Exchange.
We have a Shareholders Rights Plan Agreement and certain
employment and management contracts that contain provisions designed to
discourage a change of control.
A Shareholders Rights Plan was approved in May 2004, modified
and further ratified and reconfirmed by shareholders most recently in July 2013.
Under the Shareholders’ Rights Plan, if a shareholder individually or in concert
with other shareholders acquires 20% or more of our outstanding common shares
without complying with the Shareholders’ Rights Plan or without the approval of
our Board of Directors, all holders of record will have a right to one common
share for each common share owned. We have also entered into agreements with
certain key employees and officers that contain severance provisions in the
event of a take-over bid. The Shareholders’ Rights Plan and the preceding
agreements may make it more difficult for a third party to acquire control of
us, even if such a change of control is more beneficial to shareholders.
12
Because we believe that we will be classified as a passive
foreign investment company, or “PFIC”, U.S. holders of our common shares may be
subject to United States federal income tax consequences that are worse than
those that would apply if we were not a PFIC.
Because we believe that we will be classified as a PFIC, U.S.
holders of our common shares may be subject to United States federal income tax
consequences that are worse than those that would apply if we were not a PFIC,
such as ordinary income treatment plus a charge in lieu of interest upon a sale
or disposition of our common shares even if the shares were held as a capital
asset. See further discussion in Item 10(E).
Absence of Dividends.
We have never declared or paid cash dividends on our common
shares and do not anticipate doing so in the foreseeable future. There can be no
assurance that our board of directors will ever declare cash dividends, which
action is exclusively within its discretion. Investors cannot expect to receive
a dividend on our common shares in the foreseeable future, if at all.
13
ITEM 4. INFORMATION ON THE COMPANY
|
A.
|
History and Development of the Company
|
PolyMet Mining Corp. was incorporated under the British
Columbia
Companies Act
and continued under the
Business Corporations
Act
(British Columbia) in British Columbia, Canada on March 4, 1981, under
the name Fleck Resources Ltd., which we changed to PolyMet Mining Corp. on June
10, 1998.
Our corporate office is located at 100 King Street West, Suite
5700, Toronto, ON M5X 1C7, Canada and our principal executive office of our
wholly owned Minnesota subsidiary, Poly Met Mining, Inc. (“PMI”), is located at
444 Cedar Street, Suite 2060, St. Paul, MN 55101, USA. Our registered and
records office is located at our legal counsel’s offices situated at 2500 – 700
West Georgia Street, Vancouver, B.C. V7Y 1B3, Canada. Our operational
headquarters is located at 6500 County Road 666, Hoyt Lakes, MN 55750-0475,
USA.
We are a reporting issuer in the following Canadian provinces:
Alberta, British Columbia, and Ontario. Our common shares have been listed on
the Toronto Stock Exchange (“TSX”) since February 1, 2007 and on the TSX Venture
Exchange (“TSX-V”) from April 13, 1984 to January 31, 2007 under the symbol
"POM" and since June 26, 2006, our common shares have been listed on the NYSE
MKT under the symbol “PLM”.
Our registrar and transfer agent is Computershare Investor
Services Inc. located at 100 University Avenue, 9th Floor, Toronto, Ontario M5J
2Y1, Canada.
We are a development stage company engaged in the exploration
and development of natural resource properties. Currently our sole mineral
property is the NorthMet Project located in the established mining district of
the Mesabi Iron Range in northeastern Minnesota, USA. The NorthMet Project
comprises the NorthMet copper-nickel-precious metals ore body, the Erie Plant, a
large processing facility located approximately six miles from the ore body, and
associated infrastructure.
In the years ended January 31, 2016, 2015, and 2014, we
conducted exploration, development and acquisition activities only and did not
conduct any operations that generated revenues. Thus, we rely principally on
equity or debt to fund our projects and expenditures.
Since 2003, we have focused on five main areas:
Acquisition of the Erie Plant.
We acquired the Erie Plant and associated infrastructure from
Cliffs Erie LLC, a subsidiary of Cliffs Natural Resources Inc. (together
“Cliffs”). The Erie Plant facility comprises a 100,000 ton-per-day crushing and
milling facility, a railroad and railroad access rights connecting the Erie
Plant to the NorthMet ore body, tailing storage facilities, 120 railcars,
locomotive fueling and maintenance facilities, water rights and pipelines,
administrative offices on site and approximately 6,000 acres of land to the east
and west of and contiguous to the existing tailing storage facilities. As
partial consideration, we have agreed to indemnify Cliffs for the reclamation
and remediation obligations of the acquired property.
See additional discussion in Item 4(D)(c)(ii).
Environmental Review and Permitting.
Under the Minnesota Environmental Policy Act (“MEPA”) and the
National Environmental Policy Act (“NEPA”), state and federal agencies are
required to complete an Environmental Impact Statement (“EIS”) with periods for
public review and comment before permits to construct and operate the Project
can be issued. We are also proposing to exchange land that we own with surface
rights above and around our leased mineral rights to the NorthMet ore body
currently owned by the U.S. Forest Service (“USFS”).
14
The Minnesota Department of Natural Resources (“MDNR”), the
U.S. Army Corps of Engineers (“USACE”), and the USFS were Co-lead Agencies for
preparation of the NorthMet EIS and the U.S. Environmental Protection Agency
(“EPA”) joined as a Cooperating Agency in 2011. In November 2015, the Co-lead
Agencies published the Final EIS and the USFS issued its draft Record of
Decision (“ROD”) on the proposed land exchange. On March 3, 2016, the MDNR
issued its ROD that the Final EIS meets the requirements under MEPA. With the
state environmental review process completed, the regulatory focus moves to
formal permits to construct and operate our NorthMet Project.
We are incorporating technical data and analyses developed
during the Final EIS to prepare state permit applications, including a formal
plan for financial assurance. We anticipate submitting formal permit
applications by mid-2016. The permitting process is managed by the regulatory
agencies and, therefore, timelines are not under our control.
See additional discussion in Item 4(D)(d).
Advancing the NorthMet ore body.
The NorthMet ore body is at the western end of a series of
known copper-nickel-precious metals deposits in the Duluth Complex. Completion
of the DFS in 2006 established proven and probable reserves, positioning
NorthMet as the most advanced of the four advanced projects in the Duluth
Complex: namely, from west to east NorthMet, Mesaba, Serpentine, and
Maturi/Nokomis. We have continued exploration of NorthMet since the DFS and
increased both reserves and resources.
See additional discussion in Items 4(D)(e) and 4(D)(f).
Engineering and feasibility.
In September 2006, Bateman Engineering Pty Ltd (“Bateman”)
published a DFS that confirmed the economic and technical viability of our
NorthMet Project.
Since 2006, we have made numerous process and project
improvements, including extensive environmental controls designed to reduce and
mitigate the environmental impact of the NorthMet Project. Our plan is to
develop a new open pit mine at our NorthMet ore body, use existing rail
infrastructure to move the run-of-mine rock to the Erie Plant, where we will
reuse existing and new equipment to produce a copper concentrate and a nickel
bulk concentrate. We are also seeking permits to build and operate a new
autoclave to upgrade the nickel bulk concentrate to nickel-cobalt hydroxide and
a precious metals precipitate, with copper recombined into the copper
concentrate.
We plan to complete a Definitive Cost Estimate and Project
Update, which will incorporate these changes. The Project Update will include
detailed capital and operating costs reflecting the advanced stage of
engineering and design and will be filed as a National Instrument 43-101
technical report.
See additional discussion in Item 4(D)(g).
Financing and corporate development
.
Since September 2006, we have raised approximately $177 million
in equity, $70 million of initial principal debt of which $25 million is
exchangeable into equity upon receipt of permits necessary to build and operate
our NorthMet Project, $4 million is secured by land acquired with proceeds from
the loan and $41 million is secured by our assets.
Prior to receipt of permits, we will seek to secure
construction debt financing that would be available upon receipt of key permits,
with construction and ramp-up to commercial production anticipated to take
approximately 24 months from receipt of key permits. The Company is in
discussion with commercial banks and other financial institutions regarding
construction finance.
See additional discussion in Item 5(b).
15
|
C.
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Organizational Structure
|
Poly Met Mining, Inc., incorporated in Minnesota, USA on
February 16, 1989, is our only material, wholly owned operating subsidiary.
|
D.
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Property, Plant and Equipment
|
Mineral Property - NorthMet Project, Minnesota, USA
Our primary mineral property is the NorthMet Project, which
comprises the NorthMet copper-nickel-precious metals ore body and the nearby
Erie Plant facilities and associated infrastructure.
In the years ended January 31, 2016, 2015, and 2014, we
conducted exploration, development and acquisition activities only and did not
conduct any operations.
The NorthMet ore body is located immediately south of the
eastern end of the historic Mesabi Iron Range in northeastern Minnesota. Mining
in the Iron Range dates back to the 1880’s when high grade iron ore known as
hematite was first mined commercially. During the 1940’s and 1950’s, with
reserves of hematite dwindling, the iron industry began to focus on taconite, a
lower-grade iron ore.
In the 1940’s, copper and nickel were discovered nearby,
following which, in the 1960’s, United States Steel Corporation (“US Steel”)
drilled what is now our NorthMet ore body.
In 1987, the Minnesota Natural Resources Research Institute
(“NRRI”) published data suggesting the possibility of a large resource of PGMs
in the base of the Duluth Complex. In 1989, we acquired a perpetually renewable
mining lease over NorthMet from US Steel and commenced an investigation into the
potential for mining and recovery of copper, nickel, and PGMs.
We commissioned a pre-feasibility study on the Project that was
completed in 2001. The study found the economics of the NorthMet Project were
unacceptably low owing to the capital cost of building a new plant facility
combined with low metal prices prevailing at that time.
In March 2003, a new management team took over and commenced a
detailed review of the Project recognizing that the Erie Plant and associated
infrastructure had the potential to substantially reduce the capital cost and to
simplify the permitting process. See additional discussion of the Erie Plant
Acquisition in Item 4D(c)(ii).
Since inception, we have a cumulative deficit of $113.2
million, much of which has been incurred directly and indirectly in connection
with our NorthMet Project. These expenditures supported drilling, sampling,
assaying, environmental, metallurgical testing, and the pre-feasibility
studies.
16
Figure No. 1
NorthMet Project Location Map
|
(b)
|
Location / Access / Climate
|
The NorthMet Project covers a total of approximately 16,700
acres or 25.9 square miles comprising two areas: the NorthMet mine site totaling
approximately 4,300 acres or 6.5 square miles of leased mineral rights and the
Erie Plant site totaling approximately 12,400 acres or 19.4 square miles of
freehold land located approximately six miles west of the mine site. The
property is located in St. Louis County in the Mesabi Iron Range mining district
about 60 miles north of Duluth, Minnesota. The NorthMet Project is easily
accessible via state and county roads. The surfaced County Highway 666 links the
plant to the town of Hoyt Lakes, itself approximately 25 miles east of Virginia,
Minnesota which is located on State Highway 53. The mine site is accessible by
an all-season gravel road from the plant site and a private railroad crosses the
property immediately south of the deposit and runs to the plant site. The plant
site is serviced by commercial railroad which connects into the US national and
Trans-Canadian railroad systems, as well as a private railroad providing access
to port facilities located on Lake Superior. High-voltage power lines owned by
Minnesota Power, with whom PolyMet has already secured a 10 year power supply
contract, supply the plant site and there is ready access to industrial electric
power at the mine site.
The northern Minnesota climate is continental, characterized by
wide variations in temperature. The temperature in the nearby town of Babbitt
averages -14ºC (7ºF) in January and 19ºC (66ºF) in July. The average annual
precipitation is 28 inches with approximately 30% during the months from
November to April and 70% from May through October.
17
Pursuant to two lease agreements, we
lease certain lands covering 4,282 acres or 6.5 square miles located in St.
Louis County, Minnesota, known as the NorthMet Project:
|
|
•
|
Pursuant to an agreement dated January 4, 1989,
subsequently amended and assigned, we lease 4,612 acres in St. Louis
County, Minnesota from RGGS Land & Minerals Ltd., L.P (“RGGS”). The
initial term of the perpetually renewable lease was 20 years and called
for total lease payments of $1.475 million. We can, at our option,
terminate the lease at any time by giving written notice to the lessor not
less than 90 days prior to the effective termination date or can
indefinitely extend the term by continuing to make $150,000 annual lease
payments on each successive anniversary date. All lease payments have been
paid to January 31, 2016. The next payment is due in January 2017. The
lease payments are considered advance royalty payments and shall be
deducted from future production royalties payable to the lessor, which
range from 3% to 5% based on the net smelter return per ton received by
us. Our recovery of $2.525 million in advance royalty payments is subject
to the lessor receiving an amount not less than the amount of the annual
lease payment due for that year.
|
|
|
|
|
|
|
•
|
Pursuant to an agreement effective December 1, 2008, we
lease 120 acres in St. Louis County, Minnesota from LMC Minerals. The
initial term of the renewable lease is 20 years and calls for minimum
annual lease payments of $3,000 for the first four years after which the
minimum annual lease payment increased to $30,000. The initial term may be
extended for up to four additional five-year periods on the same terms.
All lease payments have been paid to January 31, 2016. The next payment is
due in November 2016. The lease payments are considered advance royalty
payments and will be deducted from future production royalties payable to
the lessor, which range from 3% to 5% based on the net smelter return per
ton received by us. Our recovery of $0.129 million in advance royalty
payments is subject to the lessor receiving an amount not less than the
amount of the annual lease payment due for that year.
|
Pursuant to these leases, we hold
mineral rights and the right to mine upon receiving the required permits. We
have proposed to acquire surface rights through a land exchange.
The Erie Plant was built by a
consortium of steel companies in the mid-1950’s and processed low grade iron ore
known as taconite that was transported to the facility by railroad from nearby
mines. In the mid-1980’s, the consortium was consolidated into a single owner –
LTV Steel. Pickands, Mather and Company and its successor Cliffs, operated the
plant on behalf of the owners, processing approximately 100,000 tons per day of
taconite ore. The plant was shut down in 2001 after LTV Steel filed for
bankruptcy protection. Since then it has been maintained initially by Cliffs
and, since November 15, 2005, by us. The plant did not operate during the 12
months ended January 31, 2016.
The plant is located approximately six
miles west of our NorthMet ore body, about five miles north-northwest of the
town of Hoyt Lakes, itself located about 25 miles west of Virginia, Minnesota.
The plant site covers approximately 12,400 acres, or 19.4 square miles, and is
powered by electricity from local power lines. Established plant infrastructure
includes a 225 MVA high voltage electrical substation, water supply, roads,
tailings basins and rail facilities. We also acquired a 120-railcar fleet,
locomotive fueling and maintenance facilities, water rights and pipelines, and
large administrative offices on site.
Until the plant was closed in 2001,
Cliffs had undertaken numerous programs to update and modernize control systems.
The plant is generally in good physical condition and was operating at or near
full capacity prior to its closure. We are not yet utilizing the Erie Plant but
we have examined the plant in detail and have restarted certain pieces of
equipment and believe it to be serviceable.
18
By a Memorandum of Understanding in
December 2003 and an option agreement in February 2004, we obtained the right to
acquire certain property, plant, and equipment located near our NorthMet ore
body from Cliffs, including the Erie Plant. As consideration for the option, we
paid $0.500 million and issued to Cliffs 1,000,000 of our common shares valued
at $0.229 million to maintain our exclusive rights until June 30, 2006.
In November 2005 we exercised our
option and agreed to pay Cliffs $1.0 million in cash, 6,200,547 million of our
common shares valued at $7.564 million, and $2.4 million plus interest at 4% per
annum in quarterly payments of $250,000 starting in March 2006.
In September 2006, we entered into an
agreement through two separate contracts for deed with Cliffs whereby we would
acquire additional property and associated rights (“Cliffs II”) for 2,000,000 of
our common shares valued at $6.160 million, $1.0 million in cash and two notes
each for $7.0 million. We repaid the two $7 million notes plus accrued interest
in December 2011.
We have agreed to indemnify Cliffs for
reclamation and remediation obligations in connection with acquired property.
Once we obtain our permit to mine and Cliffs is released from its obligations by
certain state agencies, we will be directly obligated to comply with applicable
obligations. Until operating permits are granted to us, Cliffs remains the
“Regulated Party” for such obligations.
In January 2010, Cliffs received a
notice of intent to sue pursuant to Section 505 of the Clean Water Act on behalf
of the Center for Biological Diversity, Save Lake Superior Association and the
Indigenous Environmental Network. Pursuant to the notice, these environmental
groups intended to file a lawsuit in Federal court for alleged violations by
Cliffs of National Pollutant Discharge Elimination System ("NPDES") permits at
three separate locations on the Cliffs Erie property.
In April 2010, Cliffs entered a consent
decree with the Minnesota Pollution Control Agency (“MPCA”) under which it is
obligated to proceed with both short and long-term mitigation of the alleged
violations. As the indemnifying party, we are working closely with Cliffs on
fulfillment of Cliff’s obligations under the consent decree. Field study
activities were completed in 2010 and 2011 and short-term mitigations were
initiated in 2011, as outlined in the plans and approved by the MPCA. Long-term
mitigation plans were submitted to the MPCA in April 2012. In October 2012, a
response was received from the MPCA approving plans for pilot tests of various
treatment options to determine the best course of action. Although there is
substantial uncertainty related to applicable water quality standards,
engineering scope, and responsibility for the financial liability, the October
2012 response from the MPCA and subsequent communication amongst MPCA, Cliffs
and us provide increasing clarification of the potential liability for the
long-term mitigation included in our environmental rehabilitation provision.
As at January 31, 2016 we estimate the
total reclamation and remediation liability to be approximately $69.5 million in
present day costs and, based on the expected timing of such payments, our cost
of capital, and anticipated inflation rates, we made a provision of $65.7
million in our financial statements at that date. As at January 31, 2015,
present day costs were $72.6 million and the provision was $72.3 million. See
additional discussion in Item 18 - Notes to Consolidated Financial Statements.
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(d)
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Environmental Review and Permitting
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Under the Minnesota Environmental Policy Act (“MEPA”) and the
National Environmental Policy Act (“NEPA”), state and federal agencies are
required to complete an EIS with periods for public review and comment before
permits to construct and operate can be issued.
We commenced the environmental review and permitting process in
2004. In 2005, the MDNR published its Environmental Assessment Worksheet
Decision Document establishing the MDNR as the lead state agency and the USACE
as the lead federal agency for preparation of the NorthMet EIS.
19
In November 2009, the Co-lead Agencies published the NorthMet
draft EIS, which marked the start of a period for public review and comment
including two public meetings.
In June 2010, the Co-lead Agencies announced that they intended
to complete the EIS process by preparing a supplemental draft EIS incorporating
a proposed land exchange with the USFS and expanding government agency
cooperation. The USFS joined the USACE as a federal Co-lead Agency and in June
2011, the EPA joined as a Cooperating Agency.
On December 6, 2013, the Co-lead Agencies published the SDEIS,
which started a new period for public review and comment, including three public
meetings, which ended on March 13, 2014. The EPA issued comments on the
supplemental draft EIS, which included an EC-2 rating, which is the highest
rating for a proposed mining project, so far as we are aware. The highest rating
LO (Lack of Objections) is typically applied to non-industrial projects such as
the Upper Mississippi National Wildlife and Fish Refuge Comprehensive
Conservation Plan Implementation. The EC-2 (Environmental Concerns) rating is
the same as received by some other notable Minnesota projects including the
Central Corridor Light Rail Project in the Twin Cities and the St. Croix River
Crossing which have been built or are in the process of being constructed.
On November 6, 2015, the Co-lead Agencies published the Final
EIS incorporating responses to comments on the draft and supplemental draft
EIS’s. On November 17, 2015, the USFS issued its Draft ROD on the proposed land
exchange which concluded that the land exchange was in the public interest and
meets the desired conditions in the Superior National Forest Land and Resource
Management Plan.
On March 3, 2016, the MDNR issued its ROD that the Final Environmental Impact Statement (“EIS”) addresses the objectives defined in the EIS scoping review, meets procedural requirements, and responds appropriately to public comments. The 30-day period allowed by law to challenge the state’s ROD has passed without any legal challenge being filed.
With publication of the ROD on the Final EIS, PolyMet is now
focused on submission and regulatory review of state permit applications,
completion of the USFS ROD and associated land exchange, and progress toward
issuance of the Section 404 Wetlands Final ROD and Permit. On April 19, 2016 the MDNR held a Pre-application Public Informational Meeting that included an overview of the NorthMet Project and the permit to mine process together with a summary of other state permits, such as tailings dam safety, water quality, air quality and wetlands.
The permitting process is managed by the regulatory agencies
and, therefore, timelines are not under our control. PolyMet expects that, under
state guidelines, there should be decisions on draft state permits within 150
days of the applications being accepted.
The key permits are:
U.S. Army Corps of Engineers
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•
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Section 404 Individual Permit for Impacted
Wetlands
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Minnesota Department of Natural
Resources
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•
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Permit to Mine
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|
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•
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Water Appropriations Permit
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|
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•
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Dam Safety Permit
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•
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Wetland Replacement Plan
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Minnesota Pollution Control
Agency
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•
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National Pollutant Discharge Elimination System
(NPDES) Permit (storm water)
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•
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State Disposal System (SDS) Permit
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•
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Air Emissions Permit
|
As at January 31, 2016, we had spent approximately $102.2
million on environmental review and permitting activities comprising $6.5
million expensed prior to October 2006 and $95.7 million since October 2006.
20
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(e)
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Mineral Resources and Mineral Reserves
|
Cautionary Note to United States Investors Concerning
Estimates of Measured, Indicated and Inferred Resources
This section uses the terms ”measured resources”, ”indicated
resources”, and ”inferred resources”. We advise United States investors that
while these terms are recognized and required by Canadian regulations (under
NI-43-101), the SEC does not recognize them.
United States investors are
cautioned not to assume that any part or all of the mineral deposits in these
categories will ever be converted to reserves.
In addition, “inferred
resources” have a great amount of uncertainty as to their existence and economic
and legal feasibility. It cannot be assumed that all or any part of an Inferred
Mineral Resource will ever be upgraded to a higher category. Under Canadian
Rules, estimates of Inferred Mineral Resources may not form the basis of
Feasibility or Pre-Feasibility Studies, or economic studies except for a
Preliminary Assessment as defined under NI 43-101.
United States investors
are cautioned not to assume that part or all of an inferred resource exists, or
is economically or legally mineable.
Important Notes and Assumptions Throughout.
1. The terms Mineral Resources and
Reserves as used herein conform to the definitions contained in NI
43-101.
2. Reserves are contained within the
envelope of Measured & Indicated Mineral Resource.
Mineral Resources
are not Reserves and do not have demonstrated economic viability.
3. Mineral Resources and Reserves
have been calculated using the following metal prices: Copper - $1.25/lb, Nickel
- $5.60 per pound, Cobalt - $15.25/lb, Palladium - $210 per ounce, Platinum -
$800 per ounce and Gold - $400 per ounce.
4. Base Case economics for the
purpose of the 2006 DFS and associated NI 43-101 Technical Report are the
weighted average of the three-year trailing (60%) and two-year forward (40%)
market prices using July 31, 2006 as a reference for the three-year trailing
price and average forward prices during July 2006 for forward prices.
Specifically, these prices are: Copper - $2.25/lb, Nickel - $7.80 per pound,
Cobalt - $16.34/lb, Palladium - $274 per ounce, Platinum - $1,040 per ounce and
Gold - $540 per ounce.
5. The copper equivalent grade is
calculated by multiplying the grade of each metal by the metal price (in the
same units) used in reserve and resource modeling (see note 3) and dividing the
product by the copper price.
6. The Net Metal Value (NMV) is
calculated by summing the product of the grade of each metal, the metal price
(in the same units) used in reserve and resource modeling (see note 3), the
expected metal recovery, and the expected payment terms.
Within the overall mineralized envelope defined by these
exploration programs, the DFS defined measured and indicated mineral resources
above the 500-foot elevation (approximately 1,120 feet below surface.) The
results of additional drilling through October 2007 resulted in a further
increase in measured and indicated mineral resources to 694 million short tons
from the 422 million short tons reported in the DFS. The 2008 updated mineral
resource estimates are based on the same cut-off grades used in the DFS – namely
a Net Metal Value (“NMV”) of $7.42 per ton, reflecting mine planning at a copper
price of $1.25 per pound and a nickel price of $5.60 per pound – see notes to
the following table.
21
Details of the mineral resources are set out in the following
table:
2008 Updated Mineral Resources compared with 2006 DFS Mineral
Resources
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Short Tons
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Copper
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Nickel
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Cobalt
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Precious
Metals
|
|
|
(million)
|
(%)
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(%)
|
(%)
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(oz/st)
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(g/mt)
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2008 Updated Mineral Resource Estimate
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Measured (M)
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202.5
|
0.29
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0.08
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0.01
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0.010
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0.359
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Indicated (I)
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491.7
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0.26
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0.08
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0.01
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0.009
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0.325
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Measured & Indicated (M&I)
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694.2
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0.27
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0.08
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0.01
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0.010
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0.334
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Inferred
|
229.7
|
0.27
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0.08
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0.01
|
0.011
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0.385
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|
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|
|
2006 DFS Mineral Resource Estimate
|
|
|
|
|
|
|
|
Measured (M)
|
133.7
|
0.30
|
0.09
|
0.01
|
0.011
|
0.371
|
|
Indicated (I)
|
288.4
|
0.27
|
0.08
|
0.01
|
0.010
|
0.330
|
|
Measured & Indicated (M&I)
|
422.1
|
0.28
|
0.08
|
0.01
|
0.010
|
0.343
|
|
Inferred
|
120.6
|
0.25
|
0.07
|
0.01
|
0.009
|
0.315
|
The increase in mineral resources reflects two changes:
|
|
•
|
Data from the 2007 drill program which confirmed the
continuity of the main mineralized zone and the size of the Magenta Zone,
which was extended down dip and to the west.
|
|
|
•
|
Extension of the overall mineral envelope to
approximately 1,620 feet below surface (0’ – elevation), compared with the
prior cutoff at approximately 1,120 feet below surface (500’ – elevation).
|
The mineral resource estimate update was completed by Pierre
Desautels of AGP Mining Consultants in Toronto working closely with PolyMet’s
chief geologist, at the time, Richard Patelke. A NI 43-101 Technical Report
describing this increase is filed on EDGAR and SEDAR.
The 2006/2007 drill program also increased proven and probable
mineable reserves at the NorthMet Project. Reserves are constrained to mineable
blocks associated with material contained in the measured and indicated resource
blocks in the DFS for which detailed mining cost estimates, infrastructure
planning, and waste rock stockpile locations were prepared as part of a larger
study supporting the DFS. It should be noted that the inferred resources were
not included in the DFS or in this interim reserve update.
In conjunction with this increase in reserves, the strip
(waste:ore) ratio for the revised mine plan declined to 1.46:1 from 1.66:1.
Details of the mineral reserves are set out in the following
table:
Updated Mineral Reserves compared with DFS Mineral Reserves
|
|
Short Tons
|
Copper
|
Nickel
|
Cobalt
|
Precious
Metals
|
|
|
(millions)
|
(%)
|
(%)
|
(%)
|
(oz/st)
|
(g/mt)
|
|
2008 Updated Reserves
|
|
|
|
|
|
|
|
Proven
|
118.1
|
0.30
|
0.09
|
0.008
|
0.011
|
0.368
|
|
Probable
|
156.5
|
0.27
|
0.08
|
0.008
|
0.010
|
0.327
|
|
Proven and Probable
|
274.7
|
0.28
|
0.08
|
0.008
|
0.010
|
0.337
|
|
Waste
|
401.2
|
|
|
|
|
|
|
Strip Ratio
|
1.46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 DFS Reserves
|
|
|
|
|
|
|
|
Proven
|
80.4
|
0.32
|
0.09
|
0.008
|
0.012
|
0.406
|
|
Probable
|
101.3
|
0.30
|
0.08
|
0.007
|
0.011
|
0.385
|
|
Proven and Probable
|
181.7
|
0.31
|
0.08
|
0.008
|
0.012
|
0.395
|
|
Waste
|
302.3
|
|
|
|
|
|
|
Strip Ratio
|
1.66
|
|
|
|
|
|
22
The reserve estimate update was completed by Gordon Zurowski of
AGP Mining Consultants (formerly Wardrop) in Toronto working closely with our
then team of Don Hunter and Richard Patelke. Gordon Zurowski of AGP Mining
Consultants and Don Hunter of PolyMet were the Qualified Persons.
While we believe that we have completed sufficient exploration
work required for the initial phases of production, we plan to conduct further
in-fill drilling during construction and operations.
|
(f)
|
Geology and Mineralization
|
The geology of northeastern Minnesota is predominantly
Precambrian in age. Approximately 1.1 billion years ago, mid-continent rifting
resulted in mafic volcanism and associated intrusions along a portion of the
Midcontinent Rift System, which extends from Ohio, through the Lake Superior
region to Kansas. The Midcontinent Rift consists of three parts: thick lava
flows, intrusive rock and overlying sedimentary rock. There are three major
intrusive complexes: the Coldwell Complex of Ontario, the Mellen Complex along
the south shore of Lake Superior and the Duluth Complex along the north shore.
The Duluth Complex hosts the NorthMet mineralization. The
Complex extends in an arcuate belt from Duluth to the northeastern tip of
Minnesota. Emplacement of the intrusion appears to have been along a system of
northeast-trending normal faults that form half-grabens stepping down to the
southeast. The magma was intruded as sheet-like bodies along the contact between
the Early Proterozoic sedimentary rocks of the Animikie Group and the mafic lava
flows of the North Shore Volcanic Group.
The Duluth Complex is represented by the Partridge River
intrusion which overlays the Biwabik Iron Formation – the Partridge River
intrusion is locally sub-divided into seven troctolitic units:
|
|
•
|
Unit 7 and Unit 6 – texturally homogeneous
plagioclase-rich troctolite, each with a persistent ultramafic base. Units
6 and 7 are each about 400 ft. thick.
|
|
|
|
|
|
|
•
|
Unit 5 – coarse grained anorthositic troctolite (300 ft.)
grading down to Unit 4.
|
|
|
|
|
|
|
•
|
Unit 4 – homogeneous augite troctolite and troctolite,
with a less persistent ultramafic horizon. The contact between Unit 4 and
Unit 5 is difficult to establish and the two units may actually be a
single unit.
|
|
|
|
|
|
|
•
|
Unit 3 – the most easily recognized unit because of its
mottled appearance due to olivine oikocrysts. It is fine grained
troctolitic anorthosite to anorthositic troctolite. Average thickness is
250 ft. but locally can be up to 500 ft.
|
|
|
|
|
|
|
•
|
Unit 2 – homogeneous troctolite with abundant ultramafic
units and a generally persistent basal ultramafic. This unit shows the
most variation in thickness and may be locally absent. Units 2 & 3 are
modeled as a single package for resource estimation.
|
|
|
|
|
|
|
•
|
Unit 1 – the most heterogeneous unit, both texturally and
compositionally. Grain size is generally coarser at the top of the unit
and fines downward. The unit contains abundant inclusions of the footwall
rock and is noritic towards the base. This is the main sulfide mineral
bearing unit. Two internal ultramafic layers are generally present. Unit 1
is probably the result of multiple pulses of magma injection. Average
thickness is about 450 ft.
|
The general trend of the sedimentary rocks at the base of the
NorthMet deposit is striking east-northeast and dipping to the southeast at
about 15-25°; the Partridge River intrusion appears to follow this general
trend.
The majority of the rock at NorthMet is unaltered, with minor
alteration comprising serpentine, chlorite and magnetite replacing olivine,
uralite and biotite replacing pyroxene, and sausserite and sericite replacing
plagioclase. Sulfide mineralization does not appear to be directly related to
the alteration.
The metals of interest at NorthMet are copper, nickel, cobalt,
platinum, palladium, gold, and silver with lesser amounts of rhodium and
ruthenium. With the exception of cobalt, the metals are generally positively correlated with copper mineralization. Unit 1
mineralization is found throughout the deposit. A shallow dipping, near surface
though less extensively mineralized zone that is copper-rich relative to sulfur
is found in Units 4, 5, and 6 in the western part of the deposit.
23
Sulfide mineralization consists of chalcopyrite, cubanite,
pyrrhotite and pentlandite with minor bornite, violarite, pyrite, sphalerite,
galena, talnakhite, mackinawite and valleriite. Sulfide minerals occur mainly as
blebs interstitial with plagioclase, olivine and augite grains, but also occur
within plagioclase and augite grains, as intergrowths with silicates, or as fine
veinlets. The percentage of sulfides average less than 1%, varying from trace to
about 5%. Precious metals are associated with the sulfides.
The NorthMet deposit has been identified over a length of
approximately 2.5 miles and has been found to a depth of more than 2,600 feet.
It is covered by a thin layer of glacial till but otherwise reaches to the
surface at the northern edge.
The DFS, prepared by Bateman, contemplated the development of a
new open pit mine at our NorthMet ore body, using existing rail infrastructure
to transport ore from the mine site to our Erie Plant, where we would use our
existing facilities to crush and mill the rock. The finely ground material would
then pass to a new flotation circuit with waste material sent to existing
tailing storage facilities. The 2006 plan contemplated a hydrometallurgical
plant to recover value-added metals from the concentrate.
From 2008 to 2013, we incorporated numerous project
improvements that were reflected in the draft and supplemental draft EIS’s
published in 2009 and 2013 respectively. The changes included Phase I production
of separate copper and nickel concentrates with Phase II installation of an
autoclave to upgrade the nickel concentrate as well as numerous modifications
that will result in reduced environmental impacts, including: reductions in
sulfur dioxide, mercury and greenhouse gas emissions at the plant site, capture
of groundwater and surface seepage with the construction of an in ground
containment system to the north and west of the existing tailings basin, and all
contact water discharged from the NorthMet Project will be treated through
reverse osmosis plants.
We plan to complete a Definitive Cost Estimate and Project
Update prior to commencement of construction. The Project Update will
incorporate numerous process and project improvements, environmental controls
described in the Final EIS. The Project Update will also include detailed
capital and operating costs reflecting the advanced stage of engineering and
design and will be filed as a NI 43-101 Technical Report.
Saleable Products
During Phase I, we anticipate that we will sell copper
concentrate and a nickel bulk concentrate.
In October 2008, we entered into an agreement with Glencore
whereby Glencore will purchase our production of concentrates, metals, or
intermediate products at prevailing market terms at the time of delivery for at
least the first 5 years of production.
Capital Costs
Our 2008 DFS Update set out total capital cost of $601.9
million, reflecting both cost inflation and design scope changes since the DFS
to that date, including facilities needed to ship concentrate during the
construction and commissioning of Phase II. Further simplification of the
metallurgical process reported in 2011 eliminated the planned copper
solvent-extraction/electro-winning circuit.
24
|
h)
|
Regulations and Government Rules
|
The mining industry has been subject to increasing government
controls and regulations in recent years. We have obtained all necessary permits
for exploration work performed to date and anticipate no material problems
obtaining the necessary permits to proceed with further development.
Disclosure Pursuant to Section 219 of the Iran Threat
Reduction & Syria Human Rights Act
Section 219 of the Iran Threat Reduction and Syria Human Rights
Act of 2012 (“ITRA”), effective August 10, 2012, added a new subsection (r) to
Section 13 of the Exchange Act, which requires issuers that file periodic
reports with the SEC to disclose in their annual and quarterly reports whether,
during the reporting period, they or any of their “affiliates” (as defined in
Rule 12b-2 under the Exchange Act) have knowingly engaged in specified
activities or transactions relating to Iran, including activities not prohibited
by U.S. law and conducted outside the U.S. by non-U.S. affiliates in compliance
with applicable laws. Issuers must also file a notice with the SEC if any
disclosable activity under ITRA has been included in an annual or quarterly
report.
Because the SEC defines the term “affiliate” broadly, our
largest shareholder may be considered an affiliate of the Company despite the
fact that the Company has no control over our largest shareholder’s actions or
the actions of its affiliates. As such, pursuant to Section 13(r)(1)(D)(iii) of
the Exchange Act, the Company hereby discloses the following information
provided by our largest shareholder regarding transactions or dealings with
entities controlled by the Government of Iran (the “GOI”):
During the period from February 1, 2015
until January 31, 2016, a non-U.S. affiliate of the largest shareholder of the
Company (the “non-U.S. Shareholder Affiliate”) entered into sales contracts for
agricultural products for delivery to Iranian entities wholly or majority owned
by the GOI. The non-U.S. Shareholder Affiliate performed its obligations under
the contracts in compliance with applicable sanction laws and, where required,
with the necessary prior approvals by the relevant governmental authorities.
The gross revenue of the non-US
Shareholder Affiliate related to these contracts did not exceed the value of $16
million for the twelve months ended January 31, 2016. At the same time as
providing this information to us, our largest shareholder amended the
information that it provided us for the prior year to state that the gross
revenue of the non-U.S. Shareholder Affiliate related to these contracts did not
exceed the value of $152 million for the twelve months ended January 31, 2015.
The non-U.S. Shareholder Affiliate does not allocate net profit on a
country-by-country or activity-by-activity basis, but estimates that the net
profit attributable to the contracts would not exceed a small fraction of the
gross revenue from such contracts. It is not possible to determine accurately
the precise net profit attributable to such contracts.
The contracts disclosed above do not
violate applicable sanctions laws administered by the U.S. Department of the
Treasury, Office of Foreign Assets Control, and are not the subject of any
enforcement action under Iran sanction laws.
In compliance with applicable economic
sanctions and in conformity with U.S. secondary sanctions, the non-U.S.
Shareholder Affiliate expects to continue to engage in similar activities in the
future.
Neither the Company nor any of its subsidiaries (i) engaged in
any transactions or activities requiring disclosure under ITRA nor (ii) were
involved in the transactions described in this section. As of the date of this
report, the Company is not aware of any other activity, transaction or dealing
by us or any of its affiliates during the fiscal year ended January 31, 2016
that requires disclosure in this report under Section 13(r) of the Exchange
Act.
25
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND
PROSPECTS
This discussion and analysis should be read in conjunction with
our consolidated financial statements and related notes for the years ended
January 2016, 2015, and 2014 appearing under Item 18 – Financial Statements and
listed under Item 19 – Exhibits.
Our functional currency is the United States dollar and our
financial statements are presented in United States Dollar (presentation
currency) and have been prepared in accordance with International Financial
Reporting Standards (“IFRS”) as issued by the International Accounting Standards
Board (“IASB”).
Summary of Key Developments During and Subsequent to the
Fiscal Year Ended January 31, 2016
During the year ended January 31, 2016, and through the date of
the filing of this Annual Report, we continued to advance our NorthMet Project
including the activities noted below:
|
|
•
|
Publication of the NorthMet Final EIS on November 6,
2015;
|
|
|
•
|
USFS Draft ROD on the proposed land exchange on November
17, 2015;
|
|
|
•
|
MDNR ROD on the Adequacy of the Final EIS on March 3,
2016. See additional discussion in Item 8(B);
|
|
|
•
|
Initiation of the formal permit process with a public
meeting in Aurora, MN to layout the permit process on April 19, 2016;
|
|
|
•
|
Continued development of a Definitive Cost Estimate and
Project Update incorporating project modifications incorporated into the
Final EIS and permit applications;
|
|
|
•
|
$33.0 million secured debentures issued to Glencore AG, a wholly owned subsidiary of Glencore plc (together “Glencore”) to fund environmental review, permitting and general corporate purposes; and
|
|
|
•
|
Extension of the Glencore convertible and non-convertible
loans to March 31, 2017 and clarification of PolyMet’s right to repay at
any time without penalty, with an interest rate of 12- month US dollar
LIBOR plus 15.0% from January 1, 2016.
|
Net cash used in operating and investing activities was $32.050
million, of which approximately $19 million was spent on environmental review
and permitting. We pay own engineering and legal consultants and also reimburses
the state of Minnesota for its internal staff costs and the cost of the EIS
Contractor. Other spending relates to engineering and cost estimates,
maintaining existing infrastructure, financing, and general corporate purposes.
Goals and Outlook for the remainder of fiscal 2017
|
|
•
|
USFS Final ROD on the proposed land exchange and transfer
of title to the surface rights over and around the NorthMet mineral rights
to PolyMet;
|
|
|
•
|
Submission of state permit applications;
|
|
|
•
|
Section 404 wetlands permit preparation for review;
|
|
|
•
|
Completion of Definitive Cost Estimate and Project
Update;
|
|
|
•
|
Completion of project implementation plan;
|
|
|
•
|
Repayment / conversion of Glencore and IRRRB loans; and
|
|
|
•
|
Completion of construction finance plan including
commitment of debt prior to the issuance of permits but subject to typical
conditions precedent such as receipt of key permits.
|
26
We expect to spend approximately $30 million in the year to
January 31, 2017. The primary focus remains completion of the permitting
process. Other areas of focus include engineering and updated cost estimates
that will be reported in an Updated Technical Report under National Instrument
43-101, maintaining existing infrastructure and financing.
Prior to receipt of permits, we will seek to secure
construction financing that would be available upon receipt of key permits, with
construction and ramp-up to commercial production anticipated to take
approximately 24 months from receipt of key permits. We are in discussion with
commercial banks and other financial institutions regarding construction
finance.
Upon completion of the land exchange, which we anticipate will
be completed during the current fiscal year, we will own surface rights to
approximately 19,050 acres or 29.8 square miles of contiguous surface rights
stretching from west of the Erie Plant to east of the proposed east pit at
NorthMet.
See additional discussion of environmental review and
permitting in Item 4(D)(d) and development plans in Item 4(D)(g).
Summary of Operating Results
(All figures in Thousands of U.S. dollar except Loss per
share)
|
|
|
Year Ended
January 31
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
Revenue
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Loss
for the Year
|
|
(9,346
|
)
|
|
(7,276
|
)
|
|
(8,132
|
)
|
|
Basic and Diluted Loss per Share
|
|
(0.03
|
)
|
|
(0.03
|
)
|
|
(0.04
|
)
|
|
Total Assets
|
|
337,660
|
|
|
313,229
|
|
|
287,525
|
|
|
Long-Term Debt including Convertible Debt
|
|
79,009
|
|
|
41,306
|
|
|
36,243
|
|
|
Total Shareholders’ Equity
|
|
184,657
|
|
|
192,376
|
|
|
196,332
|
|
Year ended January 31, 2016 compared with the year ended
January 31, 2015
Overall:
Our focus for the fiscal year ended January 31, 2016 was on the
environmental review and permitting process for the NorthMet Project,
maintenance of existing infrastructure and financing.
Loss for the year:
During the year ended January 31, 2016, we incurred a loss of
$9.346 million ($0.03 loss per share) compared to a loss of $7.276 million
($0.03 loss per share) during the year ended January 31, 2015. The increase in
the net loss for the year was primarily attributable to a non-cash loss on
disposal of Wetland Credit Intangible as the proceeds are anticipated to be
received over many years.
Cash Flows for the year:
Cash used in operating activities in the year ended January 31,
2016 was $4.822 million compared to cash used in the year ended January 31, 2015
of $4.196 million. The variance in cash is primarily due to changes in non-cash
working capital balances.
Cash provided by financing activities for the year ended
January 31, 2016 was $33.015 million compared to cash provided in the year ended
January 31, 2015 of $7.977 million. The current year includes $33.0 million
funding of the non-convertible loan and proceeds from share option exercises.
The prior year includes $7.9 million funding of the non-convertible loan and
proceeds from share option exercises.
Cash used in investing activities for the year ended January
31, 2016 was $27.228 million compared to cash used in the year ended January 31,
2014 of $27.253 million. Increased spending on engineering and cost estimates were mostly offset by decreased
environmental technical support costs as the EIS process winds down.
27
Including the effect of foreign exchange, total cash for the
year ended January 31, 2016 increased by $0.955 million for a balance of $10.256
million compared to the year ended January 31, 2015 where cash decreased $23.489
million for a balance of $9.301 million.
Capital Expenditures for the year:
During the year ended January 31, 2016 we capitalized $25.402
million (prior year - $50.219 million) of mineral property, plant, and equipment
costs related to the acquisition, development and preservation of the NorthMet
Project and other fixed assets. The decrease is primarily due to a decrease in
the environmental rehabilitation provision of $7.269 million during the year
ended January 31, 2016 as compared to an increase of $20.454 million during the
year ended January 31, 2015. The change in the environmental rehabilitation
provision includes a decrease of $4.230 million (prior year increase of $9.867
million) as a result of clarification of the potential liability for the
long-term mitigation at the tailings basin and a decrease of $3.039 million
(prior year increase of $10.587 million) as a result of changes in the risk
free-interest rate. In addition, we capitalized $0.100 million (prior year -
$0.100 million) of wetland credit intangible costs related to wetland credit
options and development agreements.
Year ended January 31, 2015 compared with the year ended
January 31, 2014
Overall:
Our focus for the fiscal year ended January 31, 2015 was to
provide the Co-lead Agencies with input into the Final EIS and permit work at
our NorthMet Project and obtain additional financing.
Loss for the year:
During the year ended January 31, 2015, we incurred a loss of
$7.276 million ($0.03 loss per share) compared to a loss of $8.132 million
($0.04 loss per share) during the year ended January 31, 2014. The decrease in
the net loss for the year was primarily attributable to a decrease in investor
and public relations in the current year to $1.276 million (prior year - $2.075
million) relating to the Rights Offering in the prior year. This was partially
offset by an increase in finance costs in the current year to $1.816 million,
(prior year - $1.465 million) relating to an increase in the accretion of the
environmental rehabilitation provision.
Cash flows for the year:
Cash used in operating activities in the year ended January 31,
2015 was $4.196 million compared to cash used in the year ended January 31, 2014
of $8.034 million. The variance in cash is primarily due to changes in non-cash
working capital balances and the above noted operating variances.
Cash provided by financing activities for the year ended
January 31, 2015 was $7.977 million compared to cash provided in the year ended
January 31, 2014 of $58.269 million. The current year includes funding of the
non-convertible loan and proceeds from share option exercises. The prior year
includes proceeds from the rights offering, funding of the Glencore bridge loan,
and repayment of the Glencore bridge loan.
Cash used in investing activities for the year ended January
31, 2015 was $27.253 million compared to cash used in the year ended January 31,
2014 of $25.523 million. The increase was primarily due to increased work
surrounding the SDEIS public comment period and review of comments received.
Including the effect of foreign exchange, total cash for the
year ended January 31, 2015 decreased by $23.489 million for a balance of $9.301
million compared to the year ended January 31, 2014 where cash increased $24.702
million for a balance of $32.790 million.
Capital Expenditures for the year:
During the year ended January 31, 2015 we capitalized $50.219
million (prior year - $25.599 million) of mineral property, plant, and equipment
costs related to the acquisition, development and preservation of the NorthMet Project and other fixed assets. The increase is
primarily due to an increase in the environmental rehabilitation provision of
$20.454 million during the year ended January 31, 2015 as compared to a decrease
of $2.350 million during the year ended January 31, 2014. The increase comprises
$9.867 million (prior year increase of $2.430 million) for an increase to the
estimated liability as a result of clarification of the long-term mitigation at
the tailings basin and $10.587 million (prior year decrease of $4.780 million)
for changes in the risk free-interest rate. In addition, we capitalized $0.100
million (prior year - $0.100 million) of wetland credit intangible costs related
to wetland credit options and development agreements.
28
|
(b)
|
Liquidity and Capital Resources
|
Liquidity risk is the risk we will not be able to meet our
financial obligations as they become due and arises through the excess of
financial obligations over available financial assets due at any point in time.
Our objective in managing liquidity risk is to maintain sufficient readily
available reserves in order to meet its liquidity requirements at any point in
time and is achieved by maintaining sufficient cash.
Our capital management objective is to safeguard our ability to
continue as a going concern in order to pursue the development of our mineral
property. In the management of capital, we include the components of
shareholders’ equity, convertible debt and non-convertible debt. We manage the
capital structure and make adjustments to it depending on economic conditions
and the rate of anticipated expenditures. To maintain or adjust the capital
structure, we may attempt to issue new shares, issue new debt, acquire or
dispose of assets. We have no externally imposed capital requirements.
In order to assist in management of our capital requirements,
we prepare budgets that are updated as necessary depending on various factors.
The budgets are approved by our Board of Directors.
Although we plan to have the resources to carry out our plans
and operations through January 31, 2017, we do not currently have sufficient
capital to meet our estimated project capital expenditure requirements and are
in discussions to arrange sufficient capital to meet these
requirements. During the upcoming fiscal year, our objective is to identify the
source or sources from which we will obtain the capital required to complete the
Project.
Year Ended January 31, 2016 compared with the year ended
January 31, 2015
As at January 31, 2016, we had working capital of $2.162
million compared with a working capital deficiency of $31.672 million as at
January 31, 2015 consisting primarily of cash of $10.256 million (January 31,
2015 - $9.301 million), amounts receivable of $0.429 million (January 31, 2015 -
$0.381 million), prepaid expenses of $1.285 million (January 31, 2015 - $1.108
million), accounts payable and accrued liabilities of $3.348 million (January
31, 2015 - $2.673 million), convertible debt of $nil (January 31, 2015 - $33.451
million), non-convertible debt of $4.962 million (January 31, 2015 - $4.614
million) and the current portion of environmental rehabilitation provision of
$1.498 million (January 31, 2015 - $1.724 million).
Year Ended January 31, 2015 compared with the year ended
January 31, 2014
As at January 31, 2015 we had a working capital deficiency of
$31.672 million compared with working capital of $1.872 million as at January
31, 2014 consisting primarily of cash and cash equivalents of $9.301 million
(January 31, 2014 - $32.790 million), amounts receivable of $0.381 million
(January 31, 2014 - $1.420 million), prepaid expenses of $1.108 million (January
31, 2014 - $1.195 million), accounts payable and accrued liabilities of $2.673
million (January 31, 2014 - $3.806 million), convertible debt of $33.451 million
(January 31, 2014 - $31.967 million), non-convertible debt of $4.614 million
(January 31, 2014 - $nil), and the current portion of environmental
rehabilitation provision of $1.724 million (January 31, 2014 - $1.504 million).
29
Financing Activities
Glencore Financing
Since October 2008, the Company and Glencore have entered into
a series of financing agreements comprising:
|
|
•
|
Convertible debt – $25.0 million initial principal
secured convertible debentures drawn in four tranches (together the “2008
Debentures”);
|
|
|
•
|
Equity – four separate agreements comprising a $25.0
million placement of PolyMet common shares in calendar 2009 in two
tranches; a $30.0 million placement of PolyMet common shares in calendar
2010 in three tranches; a $20.0 million placement of PolyMet common shares
in calendar 2011 in one tranche; and a $20.960 million purchase of PolyMet
common shares in the 2013 Rights Offering (see 2013 Glencore Agreement
below);
|
|
|
•
|
Non-convertible debt – two separate agreements comprising
$30.0 million initial principal secured debentures in calendar 2015 drawn
in four tranches (the “2015 Debentures”) and $11.0 million initial
principal secured debenture in calendar 2016 drawn in one tranche (the
“2016 Debenture”) (see 2015 Glencore Agreements below).
|
As a result of these financing transactions and the purchase by
Glencore of PolyMet common shares previously owned by Cliffs, Glencore's
ownership and ownership rights of PolyMet as at January 31, 2016 comprises:
|
|
•
|
78,724,821 shares representing 28.4% of PolyMet's issued
shares;
|
|
|
•
|
The 2008 Debentures are exchangeable through the exercise
of an Exchange Warrant at $1.2920 per share into 27,853,358 common shares
of PolyMet (including capitalized and accrued interest as at January 31,
2016) until the Repayment Date, which is the earlier of March 31, 2017,
availability of $80 million of debt or equity financing, or an earlier
date on which PolyMet can demonstrate that it is prudent to repay the
debentures, subject to ten days notice during which time Glencore can
elect to exercise the Exchange Warrant. The exercise price of the Exchange
Warrant is and the number of shares issuable are subject to conventional
anti-dilution provisions; and
|
|
|
•
|
Warrants (“Purchase Warrants”) to purchase 6,458,001
million common shares at $0.8231 per share at any time until December 31,
2017, subject to mandatory exercise if the 20-day volume weighted average
price (“VWAP”) of PolyMet common shares is equal to or greater than 150%
of the exercise price and PolyMet has received permits and construction
finance is available (“Early Maturity Event”). The exercise price of the
Purchase Warrants and the number of warrants are subject to conventional
anti-dilution provisions.
|
If Glencore were to exercise all of its rights and obligations
under these agreements, it would own 113,036,180 common shares of PolyMet,
representing 36.2% on a partially diluted basis, that is, if no other options or
warrants were exercised or 34.0% on a fully diluted basis, if all other options
and warrants were exercised, whether they are in-the-money or not.
2013 Glencore Agreement
On April 10, 2013, we issued a Tranche E debenture (“2013
Debenture”) with the principal amount of $20.0 million to Glencore and Glencore
agreed to a Standby Purchase Agreement (“Standby”) related to the $60.480
million Rights Offering by us. Under the Standby, Glencore agreed to purchase
any common shares offered under the Rights Offering that were not subscribed for
by holders of the Rights, subject to certain conditions and limitations. The
2013 Debenture carried a fixed interest rate of 4.721% per annum, was issued on
April 11, 2013 and repaid upon closing of the Rights Offering on July 5, 2013.
We recognized the 2013 Debenture issued initially at fair value and subsequently
accounted for the debenture at its amortized cost. Transaction costs for the
financing were $0.103 million. All borrowing costs were eligible for
capitalization and 100% of these costs were capitalized during the year ended
January 31, 2014.
Glencore purchased 31,756,979 common shares of the Company for
$20.960 million upon closing of the Rights Offering on July 5, 2013.
30
2014 Glencore Agreement
On April 25, 2014, we extended the term of the 2008 Debentures
and the expiration date of the associated Exchange Warrant to the earlier of the
Early Maturity Event or September 30, 2015. All other terms of both the
debentures and the warrant were unchanged.
2015 Glencore Agreements
On January 28, 2015, we agreed to issue to Glencore new Tranche
F, G, H, and I secured debentures with the total principal amount of $30.0
million. Tranche F in the amount of $8.0 million was issued on January 30, 2015.
Tranche G in the amount of $8.0 million was issued on April 15, 2015. Tranche H
in the amount of $8.0 million was issued on July 1, 2015. Tranche I in the
amount of $6.0 million was issued on October 1, 2015. The interest rate on these
debentures was 12-month US dollar LIBOR plus 8.0% per annum payable in cash upon
maturity and the maturity was the earlier of (i) the availability of at least
$100 million of construction finance or (ii) March 31, 2016. We provided
security by way of a guarantee and a pledge of the assets of the Company and its
wholly-owned subsidiary. We recognized these debentures initially at fair value
and subsequently accounted for the debentures at amortized cost. Transaction
costs for the financing were $0.150 million.
On July 30, 2015, we extended the term of the 2008 Debentures
and the expiration date of the associated Exchange Warrant to the earlier of the
Early Maturity Event or March 31, 2016 and the interest rate was increased from
12-month US dollar LIBOR plus 4.0% to 12-month US dollar LIBOR plus 8.0%
effective August 1, 2015. The Purchase Warrant expiration date was extended to
the earlier of the Early Maturity Event or December 31, 2016 and the exercise
price was reduced from $1.3022 per share to $0.9292 per share. The transaction
has been accounted for as a modification of the existing convertible debt with
the $1.241 million difference in the fair value of the purchase warrants as a
result of the extension in term and price reduction being recorded within
equity.
On December 15, 2015, we extended the term of the 2008
Debentures and expiration date of the associated Exchange Warrant and extended
the term of the 2015 Debentures to the Repayment Date, which is the earlier of
March 31, 2017, availability of $80 million of debt or equity financing or an
earlier date on which PolyMet can demonstrate that it is prudent to repay the
debentures, subject to ten days notice during which time Glencore can elect to
exercise the Exchange Warrant. The interest rate was increased from 12-month US
dollar LIBOR plus 8.0% to 12-month US dollar LIBOR plus 15.0% effective January
1, 2016. The Purchase Warrant expiration date was extended to December 31, 2017,
and the exercise price was reduced from $0.9292 per share to $0.8231 per share.
The transactions have been accounted for as a modification of the existing
convertible debt with the $0.615 million difference in the fair value of the
purchase warrants as a result of the extension in term and price reduction being
recorded within equity.
2016 Glencore Agreement
On January 27, 2016, we issued to Glencore a Tranche J secured
debenture with the total principal amount of $11.0 million. The interest rate on
this debenture was 12-month US dollar LIBOR plus 15.0% per annum payable in cash
upon maturity and the maturity was the Repayment Date, which is the earlier of
March 31, 2017, availability of $80 million of debt or equity financing or an
earlier date on which PolyMet can demonstrate that it is prudent to repay the
debentures. We provided security by way of a guarantee and a pledge of the
assets of the Company and its wholly-owned subsidiary. We recognized this
debenture initially at fair value and subsequently accounted for the debenture
at amortized cost. Transaction costs for the financing were $0.050 million.
Iron Range Resources & Rehabilitation Board ("IRRRB")
Financing
In June 2011, we closed a $4.0 million loan from IRRRB, a
development agency created by the State of Minnesota to stabilize and enhance
the economy of northeastern Minnesota. At the same time, we exercised our
options to acquire two tracts of land as part of the proposed land exchange with
the USFS. The loan is secured by the land acquired, carries a fixed interest
rate of 5% per annum, compounded annually, and is repayable on the earlier of
June 30, 2016 or the date which the related land is exchanged with the USFS. We have issued warrants giving the IRRRB the
right to purchase 461,286 shares of our common shares at $2.1678 per share at
any time until the earlier of June 30, 2016 and one year after permits are
received.
31
AG for Waterfowl, LLP ("AG") Financing
In March 2012, we acquired a secured interest in land owned by
AG that is permitted for wetland restoration. AG subsequently assigned the
agreement to EIP Minnesota, LLC (“EIP”) in September 2012. EIP will restore the
wetlands and, upon completion, wetland credits are to be issued by the proper
governmental authorities.
As part of the initial consideration, AG received warrants to
purchase 1,249,315 common shares at $1.3007 per share. These warrants expired on
December 31, 2015.
On April 6, 2015, we entered into a revised agreement with EIP
whereby EIP will seek to sell credits that PolyMet does not need to third
parties and, over time, reimburse PolyMet for its costs. The financial asset has
been designated as available for sale. Upon closing of the transaction, we
recognized the receivable at fair value calculated using a 9.25% discount rate
and 12 year term resulting in a receivable of $2.552 million and a non-cash loss
of $1.852 million. We will account for subsequent fair value changes through
other comprehensive income or loss. Under the agreement, PolyMet retains the
right to purchase up to 300 credits until February 28, 2017 with additional
payments due only if PolyMet exercises that right in part or in full.
Rights Offering
On May 24, 2013, we filed the final prospectus for an offering
of rights ("Rights") to holders of common shares of us (the "Rights Offering").
Every shareholder received one Right for each common share owned on June 4,
2013, the Record Date, and two Rights entitled the holder to acquire one new
common share of us at $0.66 per share.
Upon the closing of the Rights Offering on July 5, 2013, we
issued a total of 91,636,202 common shares for gross proceeds of $60.480
million. Expenses and fees relating to the Rights Offering were $2.108 million,
including the $1.061 million standby commitment fee paid to Glencore, and
reduced the gross proceeds recorded as share capital. The closing of the Rights
Offering triggered customary anti-dilution provisions for outstanding warrants,
share options, and unissued restricted share units.
Other Financings
During the year ended January 31, 2016, we issued 275,000
shares (prior year – 75,000 shares) upon exercise of options for proceeds of
$0.216 million (prior year - $0.081 million).
Escrowed Securities
As at January 31, 2016, we had the following outstanding
securities held in escrow:
|
|
|
Number of Securities
|
|
|
|
|
|
Designation of Class
|
|
held in Escrow
|
|
|
Percentage of Class
|
|
|
Common shares
(1)
|
|
236,000
|
|
|
0.01%
|
|
|
|
(1)
|
Common shares held by Farris, Vaughan, Wills & Murphy
LLP and were issued as restricted shares to U.S.
employees.
|
32
|
(c)
|
Research and Development, Patents and
Licenses, Etc.
|
We are engaged in the exploration and development of mineral
properties. See Item 5(a) and 5(b) above for a discussion of the expenditures
incurred in connection with our business activities.
We hold a royalty-free license to use the PLATSOL technology
originally developed for our NorthMet Project by International PGM Technologies
to recover precious metals from a hydrometallurgical circuit. Separately, we
have filed for patents related to copper concentrate enrichment technology that
we have developed. PLATSOL and the copper concentrate enrichment technology will
not be used in Phase I of the project development but we do plan to use them in
Phase II upgrading of the nickel-PGM concentrate.
There are no major trends anticipated to have a material effect
on our financial condition and results of operations in the near future.
|
(e)
|
Off-Balance Sheet Arrangements
|
None.
|
(f)
|
Tabular Disclosure of Contractual
Obligations
|
The following table lists as at January 31, 2016 information
with respect to our known contractual obligations and environmental
rehabilitation provision:
|
|
|
|
|
|
|
|
|
Less than
|
|
|
1 – 3
|
|
|
3 – 5
|
|
|
More than
|
|
|
Contractual Obligations
|
|
Carrying
|
|
|
Contractual
|
|
|
1 year
|
|
|
years
|
|
|
years
|
|
|
5 years
|
|
|
(in 000’s)
|
|
Value
|
|
|
Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
$
|
3,348
|
|
$
|
3,348
|
|
$
|
3,348
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
Convertible debt
|
|
35,986
|
|
|
43,292
|
|
|
-
|
|
|
43,292
|
|
|
|
|
|
|
|
|
Non-convertible debt
|
|
47,985
|
|
|
56,974
|
|
|
5,111
|
|
|
51,863
|
|
|
|
|
|
|
|
|
Environmental rehabilitation provision
|
|
65,684
|
|
|
69,529
|
|
|
1,498
|
|
|
6,703
|
|
|
15,956
|
|
|
45,372
|
|
|
Commitments
|
|
-
|
|
|
2,243
|
|
|
2,068
|
|
|
175
|
|
|
-
|
|
|
-
|
|
|
Total
|
$
|
153,003
|
|
$
|
175,386
|
|
$
|
12,025
|
|
$
|
102,033
|
|
$
|
15,956
|
|
$
|
45,372
|
|
|
(g)
|
Critical Accounting Policies
|
Our consolidated financial statements have been prepared in
accordance with IFRS as issued by the IASB, which requires the use of certain
critical accounting estimates. These critical accounting estimates require
management to make judgments and estimates that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities as
at the date of the financial statements.
Critical accounting estimates and judgments made in the
preparation of these consolidated financial statements are as follows:
|
|
(i)
|
Determination of mineral reserves
|
Reserves are estimates of the amount of
product that can be economically and legally extracted from our property. In
order to estimate reserves, estimates are required about a range of geological,
technical and economic factors, including quantities, production techniques,
production costs, capital costs, transport costs, demand, prices and exchange rates.
Estimating the quantity of reserves requires the size, shape and depth of
deposits to be determined by analyzing geological data. This process may require
complex and difficult geological judgments to interpret the data. In addition,
management will form a view of forecast sales prices, based on current and
long-term historical average price trends. Changes in the proven and probable
reserves estimates may impact the carrying value of property, plant and
equipment, rehabilitation provisions, recognition of deferred tax amounts and
depreciation, depletion and amortization.
33
|
|
(ii)
|
Impairment of non-financial
assets
|
The carrying amounts of our
non-financial assets, including mineral property, plant and equipment, and
wetland credit intangible are reviewed at each reporting date or when events or
changes in circumstances occur that indicate the asset may not be recoverable to
determine whether there is any indication of impairment. If any such indication
exists, the asset’s recoverable amount is estimated at the greater of its value
in use and its fair value less costs of disposal. In assessing value in use, the
estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset. An impairment loss is recognized
if the carrying amount of an asset exceeds its estimated recoverable amount. An
impairment loss previously recorded is reversed if there has been a change in
the estimates used to determine the recoverable amount resulting in an increase
in the estimated service potential of an asset.
For its mineral property interest, we
consider both external and internal sources of information in assessing whether
there are any indications of impairment. External sources of information we
consider include changes in the market, economic and legal environment in which
we operate that are not within its control and affect the recoverable amount of
mineral property interests. Internal sources of information we consider include
indications of economic performance of the asset. No impairment loss for of the
mineral property interests was recorded for the year ended January 31, 2016 or
January 31, 2015.
|
|
(iii)
|
Provisions for Environmental Rehabilitation
Costs
|
Provisions for environmental
rehabilitation costs associated with mineral property, plant and equipment, are
recognized when we have a present legal or constructive obligation that can be
estimated reliably, and it is probable an outflow of economic benefits will be
required to settle the obligation. Provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the
liability.
It is possible that our estimates of
our ultimate environmental rehabilitation liabilities could be affected by
changes in regulations, changes in the extent of environmental rehabilitation
required, changes in the means of rehabilitation, changes in the extent of
responsibility for the financial liability or changes in cost estimates. Our
operations may in the future be affected from time to time in varying degrees by
changes in environmental regulations, including those for future removal and
site restoration costs. Both the likelihood of new regulations and their overall
effect upon us may vary greatly and are not predictable.
Our provision for environmental
rehabilitation cost obligations represents management’s best estimate of the
present value of the future cash outflows required to settle the liability.
See discussion of other significant
accounting policies and future accounting changes in Item 18 - Notes to
Consolidated Financial Statements.
34
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND
EMPLOYEES
|
A.
|
Directors and Senior Management
|
Each Director serves until the next annual general meeting of
shareholders or until his/her successor is duly elected, unless his/her office
is vacated in accordance with our Articles of Incorporation. Vacancies on the
Board of Directors are filled by election from nominees chosen by the remaining
Directors and the persons filling those vacancies will hold office until the
next annual general meeting of shareholders, at which time they may be
re-elected or replaced.
The following is a list of the names and ages of our directors
and senior management:
|
|
Name
|
Age
|
Position
|
|
|
W. Ian L. Forrest
|
77
|
Chairman, Director
|
|
|
Jonathan Cherry
|
46
|
Director, President, and Chief Executive
Officer
|
|
|
Matthew Daley
|
37
|
Director
|
|
|
David Dreisinger
|
58
|
Director
|
|
|
Alan R. Hodnik
|
56
|
Director
|
|
|
William Murray
|
67
|
Director
|
|
|
Stephen Rowland
|
54
|
Director
|
|
|
Michael M. Sill
|
54
|
Director
|
|
|
Douglas J. Newby
|
57
|
Chief Financial Officer
|
|
|
Bradley Moore
|
55
|
Executive Vice President, Environmental &
Governmental Affairs
|
W. Ian L. Forrest
has served as a member of our board of
directors since October 2003 and our Chairman since July 2012. Mr. Forrest
previously served as Chairman of our board until from May 2004 to February 2008
and Co-Chairman from January 2011 to July 2012. He also serves as the Chair on
both our Business Development and Risk Management and our Nominating and
Corporate Governance committees and serves on our Audit, our Compensation, and
our Capital Finance committees. Mr. Forrest played an important role in our
revival in 2003. Mr. Forrest is a member of the Institute of Chartered
Accountants of Scotland. Mr. Forrest has more than 40 years of experience with
public companies in the resource sector. His experience encompasses the areas of
promotion, financing, exploration, production and company management. He has
also participated in several notable projects including Gulfstream's North Dome
gas discovery, Qatar, Reunion Mining's Scorpion zinc, Namibia, which was
subsequently developed by Anglo American, and Ocean Diamond Mining, which
pioneered the independent diamond dredging industry off the west coast of
southern Africa. He also served as a director of Tanager Energy Inc. (formerly
MGold Resources Inc.) until October, 2011 and Belmore Resources (Holdings) plc
until July, 2011 when it was acquired by Lundin Mining Ltd. He currently serves
on the boards of Georex SA and Poros SAS. Mr. Forrest was a director of Viatrade
plc, which was put into receivership in August 2009. Mr. Forrest currently
resides in Vaud, Switzerland.
Jonathan Cherry
has served as our President and Chief
Executive Officer and as a member of our board of directors since July 2012. He
also serves as the Chair on both our Safety, Health and Environmental and our
Capital Finance committees and serves on our Technical Steering committee. Prior
to July 2012, Mr. Cherry’s career spanned more than 20 years with Rio Tinto
where he worked in a number of positions, including general manager, where he
was responsible for permitting and the initial development of the Eagle Mine in
Michigan’s Upper Peninsula. His last position was Vice President with Rio Tinto,
responsible for strategic direction in environmental permitting and compliance,
legal matters and external relations related to mine development of the
Resolution copper project in Arizona. Mr. Cherry is a licensed Professional
Engineer. Mr. Cherry currently resides in Minnesota, United States.
Matthew Daley
has served as a member of our board of
directors since July 2014. He also serves on both our Technical Steering and our
Safety, Health and Environmental committees. Mr. Daley started his career with
Mount Isa Mines in Australia, then held senior management positions with Xstrata
plc in Australia, Asia and South America before joining Glencore Xstrata plc in
Canada in 2013. He is responsible for technical and project support for
Glencore’s copper assets in Australia, Asia and the Americas. Mr. Daley
currently resides in Ontario, Canada.
35
Dr. David Dreisinger
has served as a member of our board
of directors since October 2003. He serves on our Safety, Health and
Environmental, our Audit, our Technical Steering and on our Nominating and
Corporate Governance committees. Since 1988, Dr. Dreisinger has been a member of
the faculty at the University of British Columbia in the Department of Materials
Engineering and is currently Professor and Chairholder of the Industrial
Research and Chair in Hydrometallurgy. He has published over 250 papers and has
been extensively involved as a process consultant in industrial research
programs with metallurgical companies. Dr. Dreisinger has participated in 19
U.S. patents for work in areas such as pressure leaching, ion exchange removal
of impurities from process solutions, use of thiosulfate as an alternative to
cyanide in gold leaching, and leach-electrolysis treatment of copper recovery
from sulfide ores, and the Sepon Copper Process for copper recovery from
sulfidic-clayey ores. Dr. Dreisinger serves as a director of Search Minerals,
Inc. and as Vice President – Metallurgy for each of Baja Mining Corp, Search
Minerals Inc., and TriMetals Mining Inc. Dr. Dreisinger currently resides in
British Columbia, Canada.
Alan R. Hodnik
has served as a member of our board of
directors since March 2011. He also serves as the Chair on our Compensation
Committee and serves on our Safety, Health and Environmental, our Business
Development and Risk Management and our Nominating and Corporate Governance
committees. Mr. Hodnik was named President of ALLETE, Inc. in May 2009, CEO in
May 2010, and Chairman of that company in May 2011. Since joining ALLETE in
1982, Mr. Hodnik has served as Vice President-Generation Operations, Senior Vice
President of Minnesota Power Operations, and Chief Operating Officer. As Chief
Operating Officer, he led BNI Coal Mining, Superior Water Light & Power
(SWLP) and transmission, distribution, generation, customer service and
engineering for all aspects of Minnesota Power. Mr. Hodnik also serves on the
Edison Electric Institute (EEI) Board of Directors. Mr. Hodnik was elected and
served as Mayor of the City of Aurora, Minnesota from 1987-1998. The cities of
Aurora and Hoyt Lakes co-host our PolyMet Erie Mine site location. He is a
member of the board of Essentia Health-East Region and the Area Partnership for
Economic Expansion (APEX). Mr. Hodnik currently resides in Minnesota, United
States.
William Murray
served as our Executive Chairman from
February 2008 to December 2010 and has served as a member of our board of
directors since March 2003. He previously served as our President and Chief
Executive Officer from March 2003 until February 2008. He also serves as the
Chair of our Technical Steering Committee and serves on our Business Development
and Risk Management, Capital Finance and our Compensation committees. Mr. Murray
is an engineer in the mining industry with more than 35 years of experience in
construction management, project evaluation in North America and Africa. From
April 1993 to 2003, Mr. Murray provided consulting services to the mining
industry as a principal of Optimum Project Services Ltd. Prior to that, Mr.
Murray was employed by Fluor Daniel, a large U.S. Engineering & Construction
contractor, as the Director of New Business from October 1989 to April 1993.
From September 1981 to May 1986, Mr. Murray was a Director of Project Services
at Denison Mines where he was part of the core team than built the $1.2 billion
Quintette Coal project. From September 1970 to August 1981, Mr. Murray held a
number of positions at Anglo American Corp in South Africa, principally in the
Gold Division. Mr. Murray is also a director of Aura Minerals, Inc., and
Prospero Silver Corp. Mr. Murray currently resides in British Columbia, Canada.
Stephen Rowland
has served as a member of our board of
directors since October 2008. He also serves on our Technical Steering Committee
and as an ex-officio member of our Nominating and Corporate Governance
Committee. Mr. Rowland has been an executive with Glencore, a diversified
natural resources company, since 1988. Mr. Rowland has held various positions
with responsibility for international trading in metals and minerals in London,
Switzerland, and the United States. Prior to joining Glencore, Mr. Rowland
started his career in 1985 with Cargill, Inc. in Minneapolis. Mr. Rowland
currently resides in Connecticut, United States.
Michael M. Sill
has served as a member of our board of
directors since March 2011. He also serves as the Chair on our Audit Committee
and serves on our Capital Finance, our Safety, Health and Environmental and our
Compensation committees. Mr. Sill has served as President and CEO of Road
Machinery & Supplies Co. since 1994, having joined Road Machinery in 1988.
Road Machinery is a distributor of construction, mining and forestry equipment.
Educated at Dartmouth College and J.L. Kellogg Graduate School of Management,
Mr. Sill started his career as a financial analyst and commercial lending
officer with The Northern Trust Company. He has served on the boards of the
Associated Equipment Distributors, Associated General Contractors of Minnesota,
the Twin Cities Regional Board of US Bank, and Dunwoody College of Technology.
Mr. Sill currently resides in Minnesota, United States.
36
Douglas J. Newby
has served as our Chief Financial
Officer since November 2005. Mr. Newby has more than 30 years of experience in
the evaluation and financing of mining companies and projects around the world.
Before coming to PolyMet, Mr. Newby served variously as a Director, Executive
Vice President, interim Chairman, President and Chief Executive Officer of
Western Goldfields, Inc. (now New Gold, Inc.) a US-based gold mining company.
Mr. Newby has also been President of Proteus Capital Corp., a corporate advisory
firm that specializes in the natural resource industries, since July 2001. Mr.
Newby served as Managing Director of Proteus Consultants Ltd. from January 1991
to July 2001. Prior to January 1991, Mr. Newby held senior positions with the
investment banking firms of S.G. Warburg & Co., Inc., Morgan Grenfell &
Co., and James Capel & Co. From June 2011 to August 2014 Mr. Newby served as
a director of Coronet Metals, Inc., a Canadian company developing a gold mine in
Peru. Mr. Newby currently resides in New York, United States.
Bradley Moore
has served as our Executive Vice
President, Environmental & Government Affairs since January 2011. Mr. Moore
has nearly 30 years experience in regulatory and government relation positions.
He served as Commissioner of the Minnesota Pollution Control Agency from 2006 to
2008, and as Assistant Commissioner for Operations of the MDNR from January 1999
to August 2006. Prior to that, he worked in leadership and policy analyst
positions with the MDNR and the Minnesota Department of Public Service (now the
Department of Commerce). In December 2008, Mr. Moore joined Barr Engineering as
Senior Advisor, Public and Governmental Affairs where he advised several
companies on environmental strategy. Mr. Moore currently resides in Minnesota,
United States.
|
B.
|
Statement of Executive Compensation
|
During the fiscal year ended January 31, 2016, we had five
Named Executive Officers (“NEOs”) (for the purposes of applicable securities
legislation): Jonathan Cherry, President and Chief Executive Officer; Douglas
Newby, Chief Financial Officer; Bradley Moore, Executive Vice President,
Environmental & Governmental Affairs; Andrew Ware, Chief Geologist; and
Bruce Richardson, Vice President, Corp Communications and External Affairs. Mr.
Ware and Mr. Richardson are not executive officers (for the purposes of
applicable securities legislation) but constitute NEOs.
The following table sets forth the compensation paid to our
Named Executive Officers for the fiscal year ended January 31, 2016:
|
Named Executive Officer
|
Salaries
Commissions
and
Bonuses
|
Options /
Restricted
Share Units
|
Pension,
Retirement
and Similar
Benefits
(1)
|
Total
Compensation
|
|
Jonathan Cherry, Director, President and Chief
Executive Officer
|
$ 812,500
|
$ -
|
$ 15,900
|
$ 828,400
|
|
Douglas Newby, Chief Financial Officer
|
$ 367,300
|
$ -
|
$ 7,600
|
$ 374,900
|
|
Bradley Moore, Executive Vice President,
Environmental and Governmental Affairs
|
$ 355,200
|
$ -
|
$ 12,300
|
$ 367,500
|
|
Andrew Ware, Chief Geologist
|
$ 225,700
|
$ -
|
$ 9,200
|
$ 234,900
|
|
Bruce Richardson, Vice President, Corp
Communications and External Affairs
|
$ 220,400
|
$ -
|
$ 9,100
|
$ 229,500
|
(1)
Balances represent Company contributions under
401k pension plans.
37
We have no pension plan or other arrangement for non-cash
compensation to the NEOs.
Other than the arrangements noted in the tables above and
below, during the fiscal year ended January 31, 2016, no compensation was paid
or is payable by us to the directors of the Company, or our subsidiaries, if
any, for their services in their capacity as directors, including any amounts
payable for committee participation or special assignments:
|
Director
|
Director’s Fees
|
Options /
Restricted
Share Units
|
Total
Compensation
|
|
W. Ian L. Forrest
|
$ 50,000
|
$ -
|
$ 50,000
|
|
Matthew Daley
|
$ 40,000
|
$ -
|
$ 40,000
|
|
David Dreisinger
|
$ 40,000
|
$ -
|
$ 40,000
|
|
Alan R. Hodnik
|
$ 40,000
|
$ -
|
$ 40,000
|
|
William Murray
|
$ 40,000
|
$ -
|
$ 40,000
|
|
Stephen Rowland
|
$ 40,000
|
$ -
|
$ 40,000
|
|
Michael M. Sill
|
$ 40,000
|
$ -
|
$ 40,000
|
Other than the President and Chief Executive Officer, none of
our other directors has a service contract with us providing for benefits upon
termination of his employment.
All of our directors hold office until the next annual meeting
of shareholders and until their successors have been elected and qualified. Our
officers are elected by the Board of Directors at the first Board of Directors
meeting after each annual meeting of shareholders and hold office until death,
resignation, or upon removal from office.
Our Audit Committee consists of Michael M. Sill (Chair), W. Ian
L. Forrest, and Dr. David Dreisinger, all of whom are independent directors. Mr.
Forrest meets the criteria of an “Audit Committee Financial Expert” under the
applicable rules and regulations of the SEC and such designation has been
ratified by the Board of Directors. The Audit Committee oversees our auditing
procedures, receives and accepts the reports of our independent chartered
professional accountants, oversees our internal systems of accounting and management
controls, and makes recommendations to the Board of Directors as to the
selection and appointment of our auditors.
Our Compensation Committee consists of Alan R. Hodnik (Chair),
W. Ian L. Forrest, William Murray and Michael M. Sill, all of whom are
independent directors. The function of the Compensation Committee is to
administer the 2007 PolyMet Omnibus Share Compensation Plan and to have
authority over the salaries, bonuses, and other compensation arrangements of our
executive officers.
Our Nominating and Corporate Governance Committee consists of
W. Ian L. Forrest (Chair), Alan R. Hodnik, and David Dreisinger, all of whom are
independent directors. Stephen Rowland is an ex-officio member as he is not
considered independent. The committee (1) identifies individuals qualified to
become members of the Board, (2) selects, or recommends to the Board, the
director nominees for the next annual shareholders meeting, (3) selects
candidates to fill any vacancies on the Board, and (4) develops and recommends
to the Board a set of corporate governance principles applicable to PolyMet.
As at January 31, 2016 we had 21 full-time employees, with 1
located in our Toronto office, 12 located in our Hoyt Lakes office, and 8
located in our St. Paul office
.
None of our employees are covered by a
collective bargaining agreement. We believe that our relations with our
employees are good.
See Item 7(A) for shareholdings of persons listed in Item 6(B).
38
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
The following table sets forth certain information that has
been provided to us regarding the beneficial ownership of our common shares as
of April 15, 2016 by those known to our management to be (i) the beneficial
owner of more than 5% of our outstanding common shares, (ii) our directors,
(iii) our current executive officers identified under Item 6(A), and (iv) all
directors and executive officers as a group.
|
Name and Address of
|
|
Amount and Nature of
|
|
Percent of
|
|
Beneficial Owner
(1)
|
|
Beneficial Ownership (2)
|
|
Common Shares (3)
|
|
Jonathan Cherry (4)
|
|
4,659,356
|
|
1.7%
|
|
W. Ian L. Forrest (5)
|
|
3,259,262
|
|
1.2%
|
|
William Murray (6)
|
|
2,573,816
|
|
*
|
|
Douglas J. Newby (7)
|
|
1,618,553
|
|
*
|
|
Bradley Moore (8)
|
|
1,247,608
|
|
*
|
|
Michael M. Sill (9)
|
|
1,059,963
|
|
*
|
|
David Dreisinger (10)
|
|
987,292
|
|
*
|
|
Stephen Rowland (11)
|
|
929,762
|
|
*
|
|
Alan R. Hodnik (12)
|
|
880,262
|
|
*
|
|
Matthew Daley (13)
|
|
250,000
|
|
*
|
|
Total directors and executive
officers as a group (14)
|
|
17,465,874
|
|
6.1%
|
|
5% or more shareholders:
|
|
|
|
|
|
Glencore (15)
|
|
113,777,209
|
|
36.4%
|
|
Baarermattstrasse 3
|
|
|
|
|
|
CH-6341 Baar, Switzerland
|
|
|
|
|
*
Less than 1.0%
|
(1)
|
The address of each person, unless otherwise noted, is
c/o PolyMet Mining Corp., 100 King Street West, Suite 5700, Toronto,
Ontario M5X 1C7.
|
|
|
|
|
(2)
|
The number of shares beneficially owned by each person or
group includes common shares that such person or group had the right to
acquire on or within 60 days after that date, including, but not limited
to, upon the exercise of options and vesting and release of restricted
stock units. To our knowledge, except as otherwise indicated in the
footnotes to this table and subject to applicable community property laws,
each shareholder named in the table has the power to vote or direct
the voting of (voting power) and the power to sell or otherwise
direct the disposition of (dispositive power) the shares set forth
opposite such shareholder’s name.
|
|
|
|
|
(3)
|
For each person and group included in the table,
percentage ownership is calculated by dividing the number of shares
beneficially owned by such person or group as described above by the sum
of the 277,672,970, common shares outstanding on April 15, 2016 and the
number of common shares that such person or group had the right to acquire
on or within 60 days of that date, including, but not limited to, upon the
exercise of options and upon vesting and payment of restricted stock
units.
|
|
|
|
|
(4)
|
Includes 781,689 common shares directly owned by Mr.
Cherry, 1,666,667 common shares issuable upon exercise of options at an
exercise price of $0.7613 per share set to expire on June 21, 2022,
562,000 common shares issuable upon exercise of options at an exercise
price of $0.98 set to expire January 17, 2024, 502,000 common shares
issuable upon exercise of options at an exercise price of $1.0700 set to
expire January 5, 2020, and 1,147,000 common shares issuable upon exercise
of options at an exercise price of $0.7600 set to expire February 1,
2021.
|
39
In addition, Mr. Cherry holds currently un-exercisable options
to acquire 833,333 common shares at an exercise price of $0.7613 per share set
to expire on June 21, 2022 and has the right, upon certain milestones, to
receive 544,317 common shares issuable under Restricted Share Units for which he
currently has neither voting nor dispositive rights.
|
(5)
|
Includes 29,762 common shares directly owned by Mr.
Forrest, 2,217,000 common shares owned in the name of Micor Trading SA of
which Mr. Forrest is a director and has voting and dispositive control,
562,500 common shares owned in the name of Panares Resources Inc. of which
he is a director and has voting and dispositive control, 150,000 common
shares issuable upon exercise of options at an exercise price of $0.7110
per share set to expire on February 17, 2019 and 300,000 common shares
issuable upon exercise of options at an exercise price of $0.9800 per
share set to expire December 16, 2023. In addition, Mr. Forrest has the
right, upon certain milestones, to receive 52,879 common shares issuable
under Restricted Share Units for which he currently has neither voting nor
dispositive rights.
|
|
|
|
|
(6)
|
Includes 963,852 common shares directly owned by Mr.
Murray and 959,964 common shares held in the name of Group 4 Ventures of
which he is the sole shareholder, 200,000 common shares issuable upon
exercise of options at an exercise price of $0.7110 per share set to
expire on February 17, 2019, 150,000 common shares issuable upon exercise
of options at an exercise price of $0.8237 per share set to expire July
11, 2022 and 300,000 common shares issuable upon exercise of options at an
exercise price of $0.9800 per share set to expire December 16, 2023. In
addition, Mr. Murray has the right, upon certain milestones, to receive
93,133 common shares issuable under Restricted Share Units for which he
currently has neither voting nor dispositive rights.
|
|
|
|
|
(7)
|
Includes 229,553 common shares directly owned by Mr.
Newby, 100,000 common shares held indirectly by Kathryn Levy, the spouse
of Mr. Newby, 25,000 common shares held in the name of Proteus Capital
Corp. of which Mr. Newby is the President and controlling shareholder,
45,000 restricted common shares for which he has voting power but does not
currently have dispositive control, 200,000 common shares issuable upon
exercise of options at an exercise price of $1.0318 per share set to
expire on March 8, 2022, 100,000 common shares issuable upon exercise of
options at an exercise price of $0.7977 per share set to expire on January
7, 2023, 219,000 common shares issuable upon exercise of options at an
exercise price of $0.9800 set to expire January 17, 2024, 213,000 common
shares issuable upon exercise of options at an exercise price of $1.0700
set to expire January 5, 2020 and 487,000 common shares issuable upon
exercise of options at an exercise price of $0.7600 set to expire February
1, 2021. In addition, Mr. Newby has the right, upon certain milestones, to
receive 231,252 common shares issuable under Restricted Share Units for
which he currently has neither voting nor dispositive rights.
|
|
|
|
|
(8)
|
Includes 39,608 common shares directly owned by Mr.
Moore, 300,000 common shares issuable upon exercise of options at an
exercise price of $1.8816 per share set to expire on January 25, 2021,
100,000 common shares issuable upon exercise of options at an exercise
price of $1.0318 per share set to expire on March 8, 2022, 160,000 common
shares issuable upon exercise of options at an exercise price of $0.9800
per share set to expire January 17, 2024, 138,000 common shares issuable
upon exercise of options at an exercise price of $1.0700 per share set to
expire on January 5, 2020, and 510,000 common shares issuable upon
exercise of options at an exercise price of $0.7600 set to expire February
1, 2021. In addition, Mr. Moore has the right, upon certain milestones, to
receive 216,498 common shares issuable under Restricted Share Units for
which he currently has neither voting nor dispositive rights.
|
|
|
|
|
(9)
|
Includes 281,262 common shares directly owned by Mr.
Sill, 6,201 common shares held in the name of Matthew Sill, 22,500 common
shares held in the name of Michael R. Sill Family Trust, of which Mr. Sill
is a trustee, 250,000 common shares issuable upon exercise of options by
Mr. Sill at an exercise price of USD $1.7689 per share set to expire on
March 10, 2021, 200,000 common shares issuable upon exercise of options at
an exercise price of $1.0318 per share set to expire on March 8, 2022 and
300,000 common shares issuable upon exercise of options at an exercise
price of $0.9800 per share set to expire December 16, 2023. In addition,
Mr. Sill has the right, upon certain milestones, to receive 52,879 common shares
issuable under Restricted Share Units for which he currently has neither voting
nor dispositive rights.
|
40
|
(10)
|
Includes 387,292 common shares directly owned by Dr.
Dreisinger, 150,000 common shares issuable upon exercise of options at an
exercise price of $0.7110 per share set to expire on February 17, 2019,
150,000 common shares issuable upon exercise of options at an exercise
price of $0.7977 per share set to expire on January 7, 2023 and 300,000
common shares issuable upon exercise of options at an exercise price of
$0.9800 per share set to expire December 16, 2023. Mr. Dreisinger has the
right, upon certain milestones, to receive 52,879 common shares issuable
under Restricted Share Units for which he currently has neither voting nor
dispositive rights.
|
|
|
|
|
(11)
|
Includes 179,762 common shares directly owned by Mr.
Rowland, 250,000 common shares issuable upon exercise of options at an
exercise price of $1.0318 per share set to expire on March 8, 2022,
300,000 common shares issuable upon exercise of options at an exercise
price of $0.9800 per share set to expire December 16, 2023 and 200,000
common shares issuable upon exercise of options at an exercise price of
$0.9300 per share set to expire January 9, 2024. In addition, Mr. Rowland
has the right, upon certain milestones, to receive 52,879 common shares
issuable under Restricted Share Units for which he currently has neither
voting nor dispositive rights.
|
|
|
|
|
(12)
|
Includes 130,262 common shares directly owned by Mr.
Hodnik, 250,000 common shares issuable upon exercise of options at an
exercise price of USD $1.7689 per share set to expire on March 10, 2021,
200,000 common shares issuable upon exercise of options at an exercise
price of $1.0318 per share set to expire on March 8, 2022 and 300,000
common shares issuable upon exercise of options at an exercise price of
$0.9800 per share set to expire December 16, 2023. In addition, Mr. Hodnik
has the right, upon certain milestones, to receive 52,879 common shares
issuable under Restricted Share Units for which he currently has neither
voting nor dispositive rights.
|
|
|
|
|
(13)
|
Includes 250,000 common shares issuance upon exercise of
options at an exercise price of $1.0700 per share set to expire on July 9,
2024. In addition, Mr. Daley has the right, upon certain milestones, to
receive 52,879 common shares issuable under Restricted Share Units for
which he currently has neither voting nor dispositive rights.
|
|
|
|
|
(14)
|
Includes 6,916,207 common shares owned, 10,504,667 common
shares issuable upon exercise of options, and 45,000 restricted common
shares for which the holder has voting power but does not currently have
dispositive control. Does not include 1,402,474 common shares issuable
under Restricted Share Units for which the holder currently has neither
voting nor dispositive rights nor currently un-exercisable options to
acquire 833,333 common shares.
|
|
|
|
|
(15)
|
Includes 78,724,821 common shares owned, $25.0 million
initial principal debentures exchangeable into 28,594,387 of our common
shares (including interest capitalized as at March 31, 2016) and warrants
to acquire 6,458,001 of our common shares at $0.8231 per
share.
|
Our shareholder who beneficially owns more than 5% of our
common shares outstanding do not have voting rights different from any other
shareholders of common shares.
As at April 15, 2016, there were 338 holders of record of our
common shares of which 264 were U.S. residents owning 24.26% of our outstanding
common shares.
41
|
B.
|
Related Party Transactions
|
We conducted transactions with senior management, directors and
persons or companies related to these individuals, and paid or accrued amounts
as follows:
|
|
|
Year ended
January 31
|
|
|
(in $000’s)
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and other short-term
benefits
|
$
|
1,825
|
|
$
|
1,509
|
|
$
|
1,718
|
|
|
Other long-term benefits
|
|
34
|
|
|
49
|
|
|
60
|
|
|
Share-based payments
(1)
|
|
|
|
|
1,093
|
|
|
2,,366
|
|
|
Total
|
$
|
1,861
|
|
$
|
2,651
|
|
$
|
4,144
|
|
|
(1)
|
Share-based payment represents the fair value determined at
grant date to be expensed over the vesting period.
|
There are agreements
with key employees that contain severance provisions for termination
without cause or in the event of a take-over. Other than the President
and Chief Executive Officer, none of PolyMet’s other directors has a
service contract with us providing for benefits upon termination of his
employment.
As a result of Glencore’s ownership of 28.4% of us it is also a
related party. We have entered into a Technical Services Agreement with Glencore
whereby PolyMet reimburses Glencore for costs associated with providing
technical support to PolyMet, primarily in detailed project design and mineral
processing where PolyMet requests assistance under an agreed scope of work.
Transactions with Glencore are described in Item 5(b) above.
To our knowledge, except as disclosed above, none of the
directors, executive officers or other insiders, as applicable, of us or any
affiliate of us has or has had any material interest, direct or indirect, in any
transaction within the three most recently completed financial years or during
the current financial year that has materially affected or will materially
affect us.
|
C.
|
Interests of experts and counsel.
|
Not applicable.
42
ITEM 8. FINANCIAL INFORMATION
|
A.
|
Consolidated Statements and Other Financial
Information
|
See Item 18.
Legal Proceedings and Regulatory Actions
To the knowledge of Company’s management, there are no material
legal proceedings or regulatory actions outstanding to which we are a party, or
to which any of its property is subject to, during the financial year ended
January 31, 2016, and no such proceedings or regulatory actions are known to us
to be threatened or pending, as of the date hereof.
Dividend Policy
Since our incorporation, we have not declared or paid, and have
no present intention to declare or to pay in the foreseeable future, any cash
dividends with respect to our common shares. Earnings will be retained to
finance further growth and development of our business. However, if our board of
directors declares dividends, all common shares will participate equally, and,
in the event of liquidation, in our net assets.
On March 3, 2016, the MDNR issued its ROD that the Final EIS addresses the objectives defined in the EIS scoping review, meets procedural requirements, and responds appropriately to public comments. The 30-day period allowed by law to challenge the state’s ROD has passed without any legal challenge being filed.
The state’s decision also lays the foundation for permits to construct and operate the NorthMet Project. On April 19, 2016 the MDNR held a Pre-application Public Informational Meeting that included an overview of the NorthMet Project and the permit to mine process together with a summary of other state permits, such as tailings dam safety, water quality, air quality and wetlands. After consultation with the MDNR and the MPCA, PolyMet will begin to submit the various state permit applications that will be required to construct and operate the project.
43
ITEM 9. THE OFFER AND LISTING
|
A.
|
The Offer and Listing Details
|
The following table outlines the annual high and low market
prices for the five most recent fiscal years:
Fiscal Year
Ended
|
TSX
|
NYSE MKT
|
High
(CDN$)
|
Low
(CDN$)
|
High
(US$)
|
Low
(US$)
|
|
January 31, 2016
|
1.70
|
0.79
|
1.33
|
0.61
|
|
January 31, 2015
|
1.66
|
1.08
|
1.50
|
1.00
|
|
January 31, 2014
|
1.34
|
0.69
|
1.28
|
0.67
|
|
January 31, 2013
|
1.37
|
0.73
|
1.37
|
0.70
|
|
January 31, 2012
|
2.61
|
1.00
|
2.65
|
0.97
|
The following table outlines the high and low market prices for
each fiscal financial quarter for the two most recent fiscal periods:
Fiscal Quarter
Ended
|
TSX
|
NYSE
MKT
|
High
(CDN$)
|
Low
(CDN$)
|
High
(US$)
|
Low
(US$)
|
|
January 31, 2016
|
1.45
|
0.97
|
1.10
|
0.70
|
|
October 31, 2015
|
1.27
|
0.79
|
0.98
|
0.61
|
|
July 31, 2015
|
1.62
|
1.18
|
1.33
|
0.92
|
|
April 30, 2015
|
1.70
|
1.26
|
1.33
|
1.04
|
|
January 31, 2015
|
1.38
|
1.17
|
1.18
|
1.01
|
|
October 31, 2014
|
1.36
|
1.14
|
1.25
|
1.04
|
|
July 31, 2014
|
1.38
|
1.08
|
1.26
|
1.00
|
|
April 30, 2014
|
1.66
|
1.13
|
1.50
|
1.02
|
The following table outlines the high and low market prices for
the periods indicated:
|
Month Ended
|
TSX
|
NYSE MKT
|
High
(CDN$)
|
Low
(CDN$)
|
Total Volume
(#)
|
High
(US$)
|
Low
(US$)
|
Total Volume
(#)
|
|
April 1 – 15, 2016
|
1.25
|
1.10
|
108,600
|
0.98
|
0.84
|
1,649,700
|
|
March 31, 2016
|
1.52
|
1.05
|
884,900
|
1.13
|
0.80
|
9,665,000
|
|
February 29, 2016
|
1.24
|
1.10
|
191,600
|
0.89
|
0.80
|
2,552,100
|
|
January 31, 2016
|
1.20
|
0.97
|
237,600
|
0.85
|
0.70
|
2,588,400
|
|
December 31, 2015
|
1.33
|
1.09
|
282,300
|
0.98
|
0.79
|
3,184,900
|
|
November 30, 2015
|
1.45
|
1.06
|
306,000
|
1.10
|
0.85
|
5,542,500
|
|
October 31, 2015
|
1.25
|
0.79
|
604,400
|
0.98
|
0.61
|
4,504,200
|
|
September 30, 2015
|
1.20
|
0.90
|
457,100
|
0.93
|
0.68
|
3,925,700
|
|
August 31, 2015
|
1.27
|
1.10
|
340,700
|
0.97
|
0.82
|
3,956,600
|
|
July 31, 2015
|
1.41
|
1.18
|
203,600
|
1.12
|
0.92
|
5,490,600
|
|
June 30, 2015
|
1.62
|
1.31
|
852,000
|
1.33
|
1.08
|
5,716,500
|
|
May 31, 2015
|
1.42
|
1.30
|
230,500
|
1.19
|
1.09
|
3,164,600
|
|
April 30, 2015
|
1.61
|
1.40
|
196,900
|
1.29
|
1.16
|
3,324,400
|
|
March 31, 2015
|
1.70
|
1.35
|
642,900
|
1.33
|
1.09
|
6,998,000
|
|
February 28, 2015
|
1.38
|
1.26
|
516,900
|
1.10
|
1.04
|
3,209,400
|
Not applicable.
44
On April 13, 1984, our common shares commenced trading on what
is now the TSX Venture Exchange under the symbol "POM.” On February 1, 2007, our
common shares graduated to trading on the TSX under the symbol “POM”. In August
2000, our common shares began trading on the OTCBB under the symbol “POMGF.” On
June 26, 2006, our common shares commenced trading on what is now the NYSE MKT
under the symbol “PLM.”
Not applicable.
Not applicable.
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
Not Applicable.
|
B.
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Memorandum and Articles of Association
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Incorporation
We were incorporated under the name Fleck Resources Ltd.
pursuant to the
Companies Act
(British Columbia) and continued under the
Business Corporations Act
(British Columbia) by registration of our
memorandum in British Columbia, Canada, under Certificate of Incorporation
#BC0228310 on March 4, 1981. We changed our name to PolyMet Mining Corp. on June
10, 1998. We do not have any stated “objects” or “purposes” as such that are not
required by the corporate laws of the Province of British Columbia. Rather, we
are, by such corporate laws, entitled to carry on any activities whatsoever that
are not specifically precluded by other statutory provisions of the Province of
British Columbia.
Powers and Functions of the Directors
The powers and functions of the directors are set forth in our
Articles, the current version of which were adopted on October 6, 2004, and in
the
Business Corporations Act
(British Columbia). They provide that:
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(a)
|
a director who holds office or possesses any property,
right, or interest that could result, directly or indirectly, in the
creation of a duty of interest that materially conflicts with his duty or
interest as a director must disclose the nature and extent of the conflict
and abstain from voting on the approval of the proposed contract or
transaction, unless all the directors have a disclosable interest, in
which case the director may vote on such resolution, and moreover, may be
liable to account to us for any profit that accrued under such an interest
contract or transaction;
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|
|
|
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(b)
|
a director is not deemed to be interested in a proposed
contract or transaction merely because it relates to the remuneration of a
director in that capacity. The directors may, in the absence of an
independent quorum, vote compensation to
themselves;
|
45
|
(c)
|
there are no specific limitations on the exercise by the
directors of our borrowing powers;
|
|
|
|
|
(d)
|
there are no provisions for the retirement or
non-retirement of directors under an age limit; and
|
|
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|
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(e)
|
there is no requirement for a director to hold any shares
in us.
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Rights and Restrictions Attached to the Shares
As all of our authorized and issued shares are of one class of
common shares, there are no special rights or restrictions of any nature or kind
attached to any of the shares, including any dividend rights. All authorized and
issued shares rank equally in respect to the declaration and receipt of
dividends and rights to share in any profits or surplus upon our liquidation,
dissolution or winding-up. Each share has attached to it one non-cumulative
vote. Shareholders are not liable to further capital calls made by us. There is
no specific sinking fund provision or any provision discriminating against any
existing or prospective holder of shares as a result of such shareholder owning
a substantial number of shares. See further discussion of Shareholder Rights
Plan in Item 14.
Alteration of Share Rights
The rights of holders of our issued common shares may be
altered by special resolution, which requires the approval of the holders of
two-thirds or more of the votes cast at a meeting of our shareholders called and
held in accordance with applicable law. See further discussion of Shareholder
Rights Plan in Item 14.
Annual General Meetings
Annual General Meetings are called and scheduled upon decision
by the Board of Directors. Pursuant to the
Business Corporations Act
(British Columbia), we are required to hold an annual meeting in each year,
not more than 15 months after the date of the most recent annual meeting. The
directors may call a meeting of the shareholders whenever they see fit. All
meetings of the shareholders may be attended by registered shareholders or
persons who hold powers of attorney or proxies given to them by registered
shareholders.
Foreign Ownership Limitations
Our Articles and other charter documents do not contain
limitations prohibiting non-residents, foreigners or any other group from
holding or voting shares.
Change of Control
There are no provisions in our Articles or charter documents
that currently have the effect of delaying, deferring or preventing a change in
the control in us, or that would operate with respect to any proposed merger,
acquisition or corporate restructuring involving us or any of our subsidiaries.
Share Ownership Reporting Obligations
There are no provisions in our Articles requiring share
ownership to be disclosed.
Securities legislation in Canada requires that shareholder
ownership must be disclosed once a person owns beneficially or has control or
direction, directly or indirectly, over greater than 10% of the issued voting
shares of a corporation, such as us. This threshold is higher than the 5%
threshold under U.S. securities legislation at which shareholders must report
their share ownership.
46
The following is a summary of each material contract, other
than contracts entered into in the ordinary course of business, to which we are
a party, for the two years preceding the date of this document:
|
|
•
|
Acquisition of the mine site lease, see Item
4(D)(c)(i) for a complete description;
|
|
|
•
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Acquisition of the Erie Plant and associated
infrastructure acquired in the Asset Purchase Agreements I and II, see
Item 4(D)(c)(ii) for a complete description; and
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|
|
•
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Share purchase agreement entered into with
Glencore, see Item 5(B) for a complete description.
|
There are no governmental laws, decrees or regulations in
Canada relating to restrictions on the export or import of capital, or affecting
remittance of interest, dividends or other payments to non-resident holders of
our common shares. Any remittances of dividends to United States residents are,
however, subject to a 15% withholding tax (5% if the shareholder is a company
owning at least 10% of the outstanding common shares) pursuant to the reciprocal
tax treaty between Canada and the United States. See the section of this Form
20-F entitled “Taxation.”
Except as provided in the Investment Canada Act (the “ICA”),
which has provisions which govern the acquisition of a control block of voting
shares by a person who is not a Canadian resident (a “non-Canadian”) of a
company carrying on a Canadian business, there are no limitations specific to
the rights of non-Canadians to hold or vote the common shares under the laws of
Canada or the Province of British Columbia or in our charter documents.
This summary is not exhaustive of all possible income tax
consequences. It is not intended as legal or tax advice to any particular holder
of our common shares and should not be so construed. The tax consequences to any
particular holder of common shares will vary according to the status of that
holder as an individual, trust, corporation, or member of a partnership, the
jurisdiction in which that holder is subject to taxation, the place where that
holder is resident and, generally, according to that holder’s particular
circumstances. Each holder should consult his own tax advisor with respect to
the income tax consequences applicable to him in his own particular
circumstances.
Certain Canadian Federal Income Tax
Consequences
The following is a summary of the material Canadian federal
income tax considerations generally applicable to a holder of our common shares
who, at all relevant times for the purposes of the Income Tax Act (Canada) and
the regulations thereunder (collectively, the “Tax Act”), is not, and is not
deemed to be, resident in Canada, deals at “arm’s length” with and is not
“affiliated” with us, holds their common shares as capital property and has not
and will not enter into a “derivative forward transaction” (as defined in the
Tax Act) with respect to the common shares of the Company.
Common shares of the Company will generally be considered to be
capital property of a holder unless such common shares are held in the course of
carrying on a business in Canada or were acquired in one or more transactions
considered to be an adventure in the nature of trade for the purposes of the Tax
Act. Special rules, which are not discussed in this summary, may apply to a
non-resident holder that is an insurer that carries on business in Canada and
elsewhere.
This summary is based on the current provisions of the Tax Act,
all specific proposals to amend the Tax Act publicly announced by or on behalf
of the Minister prior to the date hereof (the “Tax Proposals”), and the current
published administrative policies and assessing practices of the Canada Revenue
Agency (“CRA”). This summary assumes that all Tax Proposals will be enacted in
the form proposed; however no assurance can be given that the Tax Proposals will
be enacted in the form proposed or at all. This summary does not otherwise take
into account or anticipate any changes in law, whether by judicial,
administrative or legislative decision or action or changes in CRA’s
administrative and assessing policies and practices, nor does it take into account provincial,
territorial or foreign income tax legislation or considerations, which may
differ from those described herein. The provisions of the Tax Act are subject to
income tax treaties to which Canada is a party, including the Canada-United
States Income Tax Convention (1980), as amended (the “Convention”).
This
summary is of a general nature only and is not, and is not intended to be, legal
or tax advice to any particular holder. This summary is not exhaustive of all
possible Canadian federal income tax consequences that may affect holders of
common shares. Accordingly, holders should consult their own tax advisors with
respect to their particular circumstances.
47
Dividends on Common Shares
Under the Tax Act, a non-resident of Canada is generally
subject to Canadian withholding tax at the rate of 25 percent on dividends paid
or credited, or deemed to have been paid or credited, by the Company. We are
responsible for withholding this tax at source. The Convention generally limits
the rate of withholding tax on dividends to 15 percent if the shareholder is a
resident of the U.S., the dividends are beneficially owned by and paid to such
shareholder, and such shareholder is entitled to benefits under the Convention.
The rate of withholding tax may be reduced to 5 percent if, in addition to the
above, the shareholder is a company that beneficially owns at least 10 percent
of the voting stock of the Company.
Disposition of Common Shares
Under the Tax Act, a taxpayer’s capital gain or capital loss
from a disposition of a share of the Company is the amount, if any, by which the
taxpayer’s proceeds of disposition exceed (or are exceeded by, respectively) the
aggregate of the taxpayer’s adjusted cost base of the share and reasonable
expenses of disposition. The capital gain or loss is generally computed in
Canadian currency using a weighted average adjusted cost base for identical
properties.
A non-resident of Canada is generally not subject to tax under
the Tax Act in respect of a capital gain realized upon the disposition or deemed
disposition of a share of a class that is listed on a “designated stock
exchange” (which includes the TSX) unless the share is “taxable Canadian
property” of the holder and the holder is not entitled to relief under an
applicable income tax convention between Canada and the country in which the
holder is resident.
Generally, provided that the common shares of the Company are
listed on a “designated stock exchange” (which includes the TSX) at the time of
disposition or deemed disposition, a common share will not constitute taxable
Canadian property of a holder, unless at any time during the 60-month period
immediately preceding the disposition or deemed disposition, (i) the
non-resident holder, persons with whom the non-resident holder did not deal at
arm’s length, or partnerships in which the holder or persons with whom the
holder did not deal at arm’s length holds a membership interest directly or
indirectly through one or more partnerships, or the holder together with any
such persons and partnerships, owned 25% or more of our issued shares of any
class or series of the Company; and (ii) more than 50% of the fair market value
of the common shares was derived, directly or indirectly, from one or any
combination of real or immovable property situated in Canada, “Canadian resource
property” (as defined in the Tax Act), “timber resource property” (as defined in
the Tax Act) and an option in respect of, an interest in, or for civil law
rights in, such property. Notwithstanding the foregoing, a common share may be
deemed to be taxable Canadian property in certain circumstances set out in the
Tax Act. Holders whose common shares may constitute taxable Canadian property
should consult with their own tax advisors.
Certain United States Federal Income Tax
Consequences
The following discussion is a summary of certain U.S. federal
income tax consequences that may be relevant with respect to the ownership and
disposition of our common shares by a U.S. Holder (as hereinafter defined). This
discussion is based upon the provisions of the U.S. Internal Revenue Code of
1986, as amended (the “Code”), Treasury Regulations promulgated thereunder,
administrative rulings and judicial decisions, in each case as of the date
hereof. These authorities are subject to differing interpretations and may be
changed, perhaps retroactively, resulting in U.S. federal income tax
consequences different from those discussed below. We have not sought any ruling
from the U.S. Internal Revenue Service (“IRS”) with respect to the statements
made and the conclusions reached in this discussion, and there can be no
assurance that the IRS will agree with such statements and conclusions.
48
For purposes of this discussion, a “U.S. Holder” means a holder
of our common shares who is (i) a citizen or an individual resident of the U.S.,
(ii) a corporation, or other entity treated as a corporation for U.S. federal
income tax purposes, created or organized in or under the laws of the U.S., any
state thereof or the District of Columbia, (iii) an estate the income of which
is subject to.US. federal income taxation regardless of its source, or (iv) a
trust if it is subject to the primary supervision of a court within the U.S. and
one or more “U.S. persons,” as defined in the Code, have the authority to
control all substantial decisions of the trust or (2) has a valid election in
effect under applicable Treasury regulations to be treated as a U.S. person.
This summary does not apply to you if you are not a U.S. Holder.
This summary applies to you only if you are a U.S. Holder (i)
that holds Common Shares as capital assets for tax purposes, and (ii) (a) that
is a resident of the United States for purposes of the current Convention
between the United States and Canada signed on September 26, 1980 (as amended by
the Protocols, the “Treaty”), (b) whose Common Shares are not, for purposes of
the Treaty, effectively connected with a permanent establishment in Canada and
(c) that otherwise qualifies for the full benefits of the Treaty.
In addition, this discussion does not address the U.S. federal
income tax consequences to certain categories of U.S. Holders subject to special
rules, including U.S. Holders that are (i) banks, financial institutions or
insurance companies; (ii) regulated investment companies or real estate
investment trusts; (iii) brokers or dealers in securities or currencies or
traders in securities that elect to use a mark-to-market method of accounting;
(iv) tax-exempt organizations, qualified retirement plans, individual retirement
accounts or other tax-deferred accounts; (v) holders that hold Common Shares as
part of a hedge, straddle, conversion transaction or a synthetic security or
other integrated transaction; (vi) holders that have a “functional currency”
other than the United States dollar; (vii) holders that own directly, indirectly
or constructively 10 percent or more of the voting power of the Corporation; and
(viii) United States expatriates. If a partnership (or any other entity treated
as a partnership for U.S. federal income tax purposes) holds our common shares,
the tax treatment of a partner in such partnership will generally depend on the
status of the partner and the activities of the partnership. Such a partner
should consult its own tax advisors as to the U.S. federal income tax
consequences of being a partner in a partnership that holds or disposes of our
common shares.
This discussion addresses only certain aspects of U.S. federal
income taxation to U.S. Holders. In addition, this discussion does not address
any U.S. federal alternative minimum tax, U.S. federal estate, gift, or other
non-income tax; or state, local or non-U.S. tax consequences of the acquisition,
ownership and disposition of Common Shares. U.S. Holders should consult their
own tax advisors regarding the U.S. federal, state, local, non-U.S. and other
tax consequences of the ownership and disposition of our common shares.
Distributions on Common Shares
Subject to the discussion below under “Passive Foreign
Investment Company,” U.S. Holders receiving dividend distributions (including
constructive dividends) with respect to our common shares generally are required
to include in gross income for U.S. federal income tax purposes the gross amount
of such distributions (without reduction for any Canadian income or other tax
withheld from such distributions), equal to the U.S. dollar value of such
distributions on the date of receipt (based on the exchange rate on such date),
to the extent that we have current or accumulated earnings and profits (as
determined for U.S. federal income tax purposes). To the extent that the amount
of the distribution exceeds our current and accumulated earnings and profits, it
will be treated as a return of capital to the extent of a U.S. Holder’s adjusted
tax basis in our common shares and thereafter as capital gain from the sale or
exchange of such common shares. We do not intend to calculate our earnings and
profits under U.S. federal income tax principles. Therefore, a U.S. Holder
should expect that the full amount of a distribution with respect to the common
shares will be treated, and reported by us, as a dividend.
Dividends received by U.S. Holders that are individuals,
estates or trusts from a “qualified foreign corporation,” as defined in the
Code, generally are taxed at the same preferential tax rates applicable to
long-term capital gains. A corporation that is a “passive foreign income
company” as defined below under “Passive Foreign Investment Company,” for its
taxable year during which it pays a dividend, or for its immediately preceding taxable year, however, is not a
“qualified foreign corporation.” We believe we will meet the definition of a
PFIC, dividends received by U.S. Holders that are individuals, estates or trusts
generally will be subject to U.S. federal income tax at ordinary income tax
rates (and not at the preferential tax rates applicable to long-term capital
gains). Dividends paid on our common shares will not be eligible for the
dividends received deduction provided to corporations receiving dividends from
certain U.S. corporations.
49
The maximum rate of withholding tax on dividends paid to you
pursuant to the Treaty is 15 percent. You may be required to properly
demonstrate to the Company and the Canadian tax authorities your entitlement to
the reduced rate of withholding under the Treaty.
Disposition of Common Shares
Subject to the discussion below under “Passive Foreign
Investment Company,” U.S. Holders will recognize gain or loss upon the sale of
our common shares equal to the difference, if any, between (i) the amount of
cash plus the fair market value of any property received, and (ii) the U.S.
Holder’s tax basis in our common shares. Any gain or loss on disposition of our
common shares generally will be U.S. source gain or loss and will be capital
gain or loss. If, at the time of the disposition, a U.S. holder is treated as
holding the common shares for more than one year, such gain or loss will be a
long-term capital gain or loss. Long-term capital gain recognized by a
non-corporate U.S. holder is currently subject to taxation at a reduced rate.
The deductibility of capital losses is subject to limitations.
Passive Foreign Investment Company
We believe that we will meet the definition of “passive foreign
investment company” under Section 1297 of the Code. A U.S. Holder that holds
shares in a non-U.S. corporation during any year in which such corporation is a
PFIC is subject to numerous special U.S. federal income tax rules. A non-U.S.
corporation is considered to be a PFIC for any taxable year if either: at least
75% of its gross income is passive income (the “income test”), or at least 50%
of the value of its assets (based on an average of the quarterly values of the
assets during a taxable year) is attributable to assets that produce or are held
for the production of passive income (the “asset test”).
For purposes of the income test and the asset test,
respectively, we will be treated as earning our proportionate share of the
income and owning our proportionate share of the assets of any other corporation
in which we own, directly or indirectly, 25% or more (by value) of the shares.
In addition, for purposes of the income test, passive income does not include
any interest, dividends, rents, or royalties received or accrued by us from
certain related persons, to the extent such items are properly allocable to
income of such related person that is not passive.
We must make a separate determination each year as to whether
or not we are a PFIC. As a result, our PFIC status may change. In particular,
because the total value of our assets for purposes of the asset test will be
calculated using the market price of our common shares (assuming that we
continue to be a publicly traded corporation for purposes of the PFIC rules),
our PFIC status will depend in large part on the market price of our common
shares. Accordingly, fluctuations in the market price of our common shares may
result in our being a PFIC for any year. If we are a PFIC for any year during
which a U.S. Holder holds our common shares, we generally will continue to be
treated as a PFIC for all succeeding years during which such U.S. Holder holds
the common shares, absent a special election. For instance, if we cease to be a
PFIC, a U.S. Holder may avoid some of the adverse effects of the PFIC regime by
making a deemed sale election with respect to its common shares pursuant to
which such U.S. Holder recognizes gain (which will be taxed under the default
PFIC tax rules discussed below) as if such common shares had been sold on the
last day of the last taxable year for which we were a PFIC. If a non-U.S.
corporation is a PFIC for any taxable year and any of its non-U.S. subsidiaries
is also a PFIC, a U.S. Holder would be treated as owning a proportionate amount
(by value) of the shares of the lower-tier PFIC for purposes of the application
of these rules.
If we are a PFIC for any taxable year during which a U.S.
Holder holds our common shares, such U.S. Holder will be subject to special tax
rules with respect to any “excess distribution” that it receives and any gain it
realizes from a sale or other disposition (including a pledge) of the common
shares, unless the U.S. Holder makes a “mark-to-market” election, as discussed
below. Distributions received by a U.S. Holder in a taxable year that are
greater than 125% of the average annual distributions such U.S. Holder received
during the shorter of the three preceding taxable years and its holding period
for the common shares will be treated as an excess distribution. Under these
special tax rules, (a) the excess distribution or gain will be allocated ratably
over the U.S. Holder’s holding period, (b) the amount allocated to the current
taxable year and any taxable year prior to the first taxable year in which we
became a PFIC will be treated as ordinary income, and (c) the amount allocated
to each other taxable year will be subject to the highest tax rate in effect for
that year and the interest charge generally applicable to underpayments of tax
will be imposed on the resulting tax attributable to each such year. You will be
required to file IRS Form 8621 if you hold our Rights or Common Shares in any
year in which we are classified as a PFIC.
50
The tax liability for amounts allocated to taxable years prior
to the year of disposition or “excess distribution” cannot be offset by any net
operating losses for such years, and gains (but not losses) realized on the
disposition of the common shares cannot be treated as capital.
Alternatively, a U.S. Holder of “marketable stock” (as defined
below) in a PFIC may make a mark-to-market election with respect to shares of a
PFIC to elect out of the tax treatment discussed above. If a U.S. Holder makes a
valid mark-to-market election for the common shares, the U.S. Holder will
include in income each year an amount equal to the excess, if any, of the fair
market value of the common shares as of the close of its taxable year over its
adjusted basis in such common shares. The U.S. Holder is allowed a deduction for
the excess, if any, of the adjusted basis of the common shares over their fair
market value as of the close of the taxable year. However, deductions are
allowable only to the extent of any net mark-to-market gains on the common
shares included in the U.S. Holder’s income for prior taxable years. Amounts
included in a U.S. Holder’s income under a mark-to-market election, as well as
gain on the actual sale or other disposition of the common shares, are treated
as ordinary income. Ordinary loss treatment also applies to the deductible
portion of any mark-to-market loss on the common shares, as well as to any loss
realized on the actual sale or disposition of the common shares, to the extent
that the amount of such loss does not exceed the net mark-to-market gains
previously included for such common shares. A U.S. Holder’s basis in the common
shares will be adjusted to reflect any such income or loss amounts. If a U.S.
Holder makes such an election, the tax rules that ordinarily apply to
distributions by corporations that are not PFICs would apply to distributions by
us, except that the preferential tax rates applicable to long-term capital gains
on dividends received from a “qualified foreign corporation” discussed above
under “Distributions on the Common Shares” would not apply.
The mark-to-market election is available only for “marketable
stock,” which is stock that is traded in other than de minimis quantities on at
least 15 days during each calendar quarter on a “qualified exchange,” including
the TSX and the NYSE MKT, or other market, as defined in applicable U.S.
Treasury regulations. We cannot provide any assurances that our common shares
will continue to be listed on each of the TSX and the NYSE MKT on at least 15
days during each calendar quarter and traded in other than de minimis
quantities. You are urged to consult your own tax advisor concerning the
availability of the mark-to-market election.
If a non-U.S. corporation is a PFIC, a holder of shares in that
corporation can avoid taxation under the rules described above by making a
“qualified electing fund” election to include the holder’s share of the
corporation’s income on a current basis in gross income. However, a U.S. Holder
can make a qualified electing fund election with respect to its common shares
only if we furnish the U.S. Holder annually with certain tax information, and we
do not intend to prepare or provide such information.
You are urged to consult your own tax advisors concerning the
U.S. federal income tax consequences of holding Common Shares if we are
considered a PFIC any taxable year.
Foreign Tax Credits
Subject to certain conditions and limitations, including
potential limitations under the Treaty, Canadian taxes paid on or withheld from
distributions from us and not refundable to a U.S. Holder may be, at the
election of such U.S. Holder, either credited against such U.S. Holder’s U.S.
federal income tax liability or deducted from such U.S. Holder’s taxable income.
Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax
liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S.
Holder’ s income subject to U.S. federal income tax. This election is
made on a year-by-year basis and applies to all foreign taxes paid by or
withheld from a U.S. Holder that year.
51
Complex limitations apply to the foreign tax credit, including
the general limitation that the credit cannot exceed the proportionate share of
a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s
“foreign source” taxable income bears to such U.S. Holder’s worldwide taxable
income. In applying this limitation, a U.S. Holder’s various items of income and
deduction must be classified, under complex rules, as either “foreign source” or
“U.S. source.” In addition, this limitation is calculated separately with
respect to specific categories of income. Dividends paid by us generally will
constitute “foreign source” income and generally will be categorized as “passive
category income.”
Because the rules governing foreign tax credits are complex,
U.S. Holders should consult their own tax advisors regarding the availability of
foreign tax credits in their particular circumstances.
Additional Tax on Passive Income
For tax years beginning after December 31, 2012, certain
individuals, estates and trusts whose income exceeds certain thresholds will be
required to pay a 3.8% Medicare surtax on “net investment income” including,
among other things, dividends and net gain from dispositions of property (other
than property held in a trade or business). U.S. Holders should consult with
their own tax advisors regarding the effect, if any, of this tax on their
ownership and disposition of Common Shares.
Information Reporting; Backup Withholding Tax
Under U.S. federal income tax law and Treasury Regulations,
certain categories of U.S. Holders must file information returns with respect to
their investment in, or involvement in, a foreign corporation. For example,
recently enacted legislation generally imposes new U.S. return disclosure
obligations (and related penalties) on individuals who are U.S. Holders that
hold certain specified foreign financial assets in excess of $50,000. The
definition of specified foreign financial assets includes not only financial
accounts maintained in foreign financial institutions, but also, unless held in
accounts maintained by a financial institution, any stock or security issued by
a non-U.S. person, any financial instrument or contract held for investment that
has an issuer or counterparty other than a U.S. person and any interest in a
foreign entity. U.S. Holders may be subject to these reporting requirements
unless their Common Shares are held in an account at a domestic financial
institution. Penalties for failure to file certain of these information returns
are substantial. U.S. Holders should consult with their own tax advisors
regarding the requirements of filing information returns under these rules,
including the requirement to file an IRS Form 8938.
In general, payments made in the U.S. or through certain U.S.
related financial intermediaries with respect to the ownership and disposition
of our common shares will be required to be reported to the IRS unless the U.S.
Holder is a corporation or other exempt recipient and, when required,
demonstrates this fact. In addition, a U.S. Holder may be subject to a backup
withholding (currently at a rate of 28%) on such payments unless the U.S. Holder
(i) is a corporation or other exempt recipient and when required, demonstrates
this fact or (ii) provides a taxpayer identification number and otherwise timely
complies with applicable certification requirements. U.S. Holders should consult
their own tax advisors regarding their qualification for an exemption from
backup withholding and the procedures for obtaining such an exemption, if
applicable. Backup withholding is not an additional tax. Amounts withheld as
backup withholding may be credited against a U.S. Holder’s U.S. federal income
tax liability and such U.S. Holder may obtain a refund of any excess amounts
withheld by filing the appropriate claim for refund with the IRS and furnishing
any required information in a timely manner.
THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS
FOR GENERAL INFORMATION PURPOSES ONLY, DOES NOT PURPORT TO BE A COMPLETE
DESCRIPTION OF THE POTENTIAL TAX CONSIDERATIONS RELATING TO OUR COMMON SHARES
AND IS NOT TAX ADVICE. U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS
REGARDING THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION
OF OUR COMMON SHARES.
52
|
F.
|
Dividends and Paying Agents
|
Not Applicable.
None of the following companies, partnerships or persons, each
being persons or companies who have prepared or supervised the preparation of
reports relating to the Corporation’s mineral properties and whose profession or
business gives authority to such reports, or partner thereof, as applicable,
received or has received a direct or indirect interest in the property of the
Corporation or of any associate or affiliate of the Corporation. As of the date
hereof, the aforementioned persons and persons at the companies specified above
who participated in the preparation of such reports, as a group, beneficially
own, directly or indirectly, less than 1 % of our outstanding securities of any
class and less than 1% of the outstanding securities of any class of our
associates or affiliates, except for David Dreisinger and William Murray, who
are both directors of the Corporation:
|
|
•
|
Pierre Desautels, P. Geo., of AGP Mining
Consultants Inc., of Barrie, ON;
|
|
|
•
|
Gordon Zurowski, P. Eng., of AGP Mining
Consultants Inc., of Barrie, ON;
|
|
|
•
|
Karl Everett, P. E., of Foth Infrastructure
& Environment LLC, of Duluth, MN;
|
|
|
•
|
David Dreisinger, Ph.D., P Eng., of Dreisinger
Consulting Inc., of Delta, BC; and
|
|
|
•
|
William Murray, P. Eng., of Optimum Project
Services Ltd., of Richmond, BC.
|
None of such persons, or any director, officer or employee, as
applicable of any such companies or partnerships, is currently expected to be
elected, appointed or employed as a director, officer or employee of the
Corporation or any of our associates or affiliates, except for David Dreisinger
and William Murray, who are both directors of the Corporation.
All documents referred to in this Form 20-F are available for
inspection at our registered and records office, listed below, during normal
office hours.
Farris LLP
c/o Farris, Vaughan,
Wills & Murphy LLP
2500 - 700 W Georgia St
Vancouver BC
Canada
V7Y 1B3
We are subject to the informational requirements of the
Exchange Act. In accordance with these requirements, we file reports and other
information with the SEC. These materials, including this Annual Report on Form
20-F and its exhibits, may be inspected and copied at the SEC’s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional
office at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of the materials may be obtained from the Public Reference Room of the
Commission at 100 F. Street, N.E., Washington, D.C. 20549 at prescribed rates.
The public may obtain information on the operation of the Commission’s Public
Reference Room by calling the Commission in the United States at
1-800-SEC-0330.
Our reports, registration statements and other information can
also be inspected on EDGAR available on the SEC’s website at
www.sec.gov
.
In Canada, additional information, including directors’ and
officers’ remuneration and indebtedness, principal holders of our securities and
securities authorized for issuance under equity compensation plans, is contained
in our Management Information Circular for our most recent annual meeting of
security holders that involves the election of directors.
53
Additional financial information is provided in our financial
statements and MD&A, copies of which can be obtained by contacting our
Corporate Secretary in writing at 100 King Street West, Suite 5700, Toronto,
Ontario M5X 1C7 or by e-mail at info@polymetmining.com. Copies of such documents
will be provided to shareholders free of charge.
Additional information relating to PolyMet may be found on the
System for Electronic Document Analysis and Retrieval (“SEDAR”) at
www.sedar.com
.
|
I.
|
Subsidiary Information
|
Not Applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK
Currency Risk
We incur expenditures in Canada and in the United States. The
functional and reporting currency of the Company and its subsidiary is the US
dollar. Foreign exchange risk arises because the amount of Canadian dollar cash
and cash equivalents, amounts receivable, or accounts payables and accrued
liabilities will vary in US dollar terms due to changes in exchange rates.
As the majority of our expenditures are in US dollars, we have
kept a significant portion of our cash and cash equivalents in US dollars. We
have not hedged our exposure to currency fluctuations.
Based on net exposures as at January 31, 2016, a 10% change in
the Canadian / United States exchange rate would have impacted our loss by
approximately $14,400.
Interest Rate Risk
Interest rate risk arises from interest paid on floating rate
debt and interest received on cash and short-term deposits. We have not hedged
any of our interest rate risk. We currently capitalizes the majority of our
interest charges, and therefore the risk exposure is primarily on cash interest
payable and net earnings in relation to the subsequent depreciation of
capitalized interest charges.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY
SECURITIES
Not Applicable.
54
PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
Our financial statements are presented in United States dollars
($) and are prepared in accordance with International Financial Reporting
Standards (“IFRS”) as issued by the International Accounting Standards Board
(“IASB”).
Index to Financial Statements
59
POLYMET MINING CORP.
CONSOLIDATED FINANCIAL STATEMENTS
As at January 31, 2016 and 2015
And for the years
ended January 31, 2016, 2015, and 2014
Management Report
Management’s Responsibility for Consolidated Financial
Statements
The accompanying Consolidated Financial Statements of PolyMet
Mining Corp. (the “Company) are the responsibility of management. The
Consolidated Financial Statements have been prepared by management in accordance
with International Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board (“IASB”) and include certain estimates
that reflect management’s best judgments.
The Company’s Board of Directors has approved the information
contained in the Consolidated Financial Statements. The Board of Directors
fulfills its responsibilities regarding the Consolidated Financial Statements
mainly through its Audit Committee, which has a written mandate that complies
with current requirements of Canadian securities legislation, United States
securities legislation, and the United States Sarbanes-Oxley Act of 2002. The
Audit Committee meets at least on a quarterly basis.
Management’s Annual Report on Internal Control over
Financial Reporting
Management is also responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of the
Consolidated Financial Statements for external reporting purposes in accordance
with IFRS as issued by the IASB.
Internal control over financial reporting, no matter how well
designed, has inherent limitations. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Management has assessed the effectiveness of the Company’s
internal control over financial reporting as at January 31, 2016. In making its
assessment, management has used the criteria established in
Internal Control
- Integrated Framework (2013)
issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”) to evaluate the Company’s
internal control over financial reporting. Based on this assessment, management
has concluded that the Company’s internal control over financial reporting was
effective as at that date.
The effectiveness of the Company’s internal control over
financial reporting as at January 31, 2016 has been audited by
PricewaterhouseCoopers LLP, our independent auditors, as stated in their report,
which appears herein.
|
/S/ Jonathan
Cherry
|
|
/S/
Douglas Newby
|
|
|
|
|
|
Jonathan Cherry
|
|
Douglas Newby
|
|
President and Chief Executive Officer
|
|
Chief Financial Officer
|
F-1
Independent Auditor’s Report
To the Shareholders of PolyMet Mining Corp.
We have completed integrated audits of PolyMet Mining Corp.’s January 31, 2016, January 31, 2015 and January 31, 2014 consolidated financial statements and its internal control over financial reporting as at January 31, 2016. Our opinions, based on our audits are presented below.
Report on the consolidated financial statements
We have audited the accompanying consolidated financial statements of PolyMet Mining Corp., which comprise the consolidated balance sheets as at January 31, 2016 and January 31, 2015 and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended January 31, 2016, and the related notes, which comprise a summary of significant accounting policies and other explanatory information.
Management’s responsibility for the consolidated financial statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. Canadian generally accepted auditing standards also require that we comply with ethical requirements.
An audit involves performing procedures to obtain audit evidence, on a test basis, about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting principles and policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of PolyMet Mining Corp. as at January 31, 2016 and January 31, 2015 and its financial performance and its cash flows for each of the three years in the three-year period ended January 31, 2016 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Report on internal control over financial reporting
We have also audited PolyMet Mining Corp.’s internal control over financial reporting as at January 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
F-2
Management’s responsibility for internal control over financial reporting
Management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in Management’s Annual Report on Internal Control over Financial Reporting.
Auditor’s responsibility
Our responsibility is to express an opinion on the PolyMet Mining Corp.’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control, based on the assessed risk, and performing such other procedures as we consider necessary in the circumstances.
We believe that our audit provides a reasonable basis for our audit opinion on the PolyMet Mining Corp.’s internal control over financial reporting.
Definition of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Inherent limitations
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, PolyMet Mining Corp. maintained, in all material respects, effective internal control over financial reporting as at January 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
signed “PricewaterhouseCoopers LLP”
Chartered Professional Accountants
Vancouver, British Columbia
April 21, 2016
F-3
PolyMet Mining Corp.
Consolidated Balance
Sheets
All figures in thousands of U.S. Dollars
|
|
|
January 31,
|
|
|
January 31,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
Cash
|
$
|
10,256
|
|
$
|
9,301
|
|
|
Amounts
receivable
|
|
429
|
|
|
381
|
|
|
Prepaid expenses
|
|
1,285
|
|
|
1,108
|
|
|
|
|
11,970
|
|
|
10,790
|
|
|
Non-Current
|
|
|
|
|
|
|
|
Amounts
receivable
(Note 5)
|
|
2,153
|
|
|
-
|
|
|
Mineral Property, Plant
and Equipment
(Notes 3 and 4)
|
|
321,649
|
|
|
296,247
|
|
|
Wetland Credit Intangible
(Note 5)
|
|
1,888
|
|
|
6,192
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
$
|
337,660
|
|
$
|
313,229
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
Accounts payable and
accrued liabilities
|
$
|
3,348
|
|
$
|
2,673
|
|
|
Convertible debt
(Notes 7 and 8)
|
|
-
|
|
|
33,451
|
|
|
Non-convertible debt
(Notes 7 and 9)
|
|
4,962
|
|
|
4,614
|
|
|
Environmental rehabilitation provision
(Note 6)
|
|
1,498
|
|
|
1,724
|
|
|
|
|
9,808
|
|
|
42,462
|
|
|
Non-Current
|
|
|
|
|
|
|
|
Convertible debt
(Notes 7 and 8)
|
|
35,986
|
|
|
-
|
|
|
Non-convertible debt
(Note 9)
|
|
43,023
|
|
|
7,855
|
|
|
Environmental rehabilitation provision
(Note 6)
|
|
64,186
|
|
|
70,536
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
153,003
|
|
|
120,853
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share Capital
(Note 10)
|
|
242,917
|
|
|
241,489
|
|
|
Share Premium
|
|
1,151
|
|
|
3,007
|
|
|
Equity Reserves
|
|
53,759
|
|
|
51,704
|
|
|
Deficit
|
|
(113,170
|
)
|
|
(103,824
|
)
|
|
|
|
|
|
|
|
|
|
Total Shareholders’ Equity
|
|
184,657
|
|
|
192,376
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity
|
$
|
337,660
|
|
$
|
313,229
|
|
Nature of Business and Liquidity
(Note 1)
Commitments and Contingencies
(Note 14)
Subsequent Event
(Note 16)
|
ON BEHALF OF THE BOARD OF DIRECTORS:
|
|
|
|
|
|
|
|
|
/S/ Jonathan Cherry
|
, Director
|
/S/
William Murray
|
, Director
|
- See Accompanying Notes –
F-4
PolyMet Mining Corp.
Consolidated Statements of
Loss and Comprehensive Loss
All figures in thousands of U.S. Dollars,
except for number of shares and loss per share
|
|
|
For the years
ended January 31
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
General and Administrative
Expenses
|
|
|
|
|
|
|
|
|
|
|
Salaries and benefits
|
$
|
1,863
|
|
$
|
1,422
|
|
$
|
1,379
|
|
|
Share-based
compensation
(Note 10)
|
|
457
|
|
|
1,121
|
|
|
1,697
|
|
|
Director fees and expenses
|
|
296
|
|
|
295
|
|
|
293
|
|
|
Professional
fees
|
|
363
|
|
|
409
|
|
|
426
|
|
|
Filing and regulatory fees
|
|
173
|
|
|
173
|
|
|
81
|
|
|
Investor and
public relations
|
|
1,567
|
|
|
1,276
|
|
|
2,075
|
|
|
Travel
|
|
295
|
|
|
323
|
|
|
295
|
|
|
Rent and other
office expenses
|
|
260
|
|
|
247
|
|
|
225
|
|
|
Insurance
|
|
202
|
|
|
191
|
|
|
157
|
|
|
Amortization
|
|
32
|
|
|
32
|
|
|
26
|
|
|
|
|
5,508
|
|
|
5,489
|
|
|
6,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Expenses (Income)
|
|
|
|
|
|
|
|
|
|
|
Finance costs -
net
(Note 11)
|
|
2,017
|
|
|
1,816
|
|
|
1,465
|
|
|
Loss on foreign exchange
|
|
17
|
|
|
11
|
|
|
18
|
|
|
(Gain) /
loss on disposal of available-for-sale financial instrument
(Note
5)
|
|
(16
|
)
|
|
-
|
|
|
48
|
|
|
Loss on disposal of Wetland
Credit Intangible
(Note 5)
|
|
1,852
|
|
|
-
|
|
|
-
|
|
|
Rental income
|
|
(32
|
)
|
|
(40
|
)
|
|
(53
|
)
|
|
|
|
3,838
|
|
|
1,787
|
|
|
1,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
9,346
|
|
|
7,276
|
|
|
8,132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
Reclassified gain (loss) on
available-for-sale financial instrument
(Note 5)
|
|
16
|
|
|
-
|
|
|
(48
|
)
|
|
Items that may be subsequently reclassified
to profit or loss:
|
|
|
|
|
|
|
|
|
|
|
Unrealized
gain on available-for-sale financial instrument
(Note 5)
|
|
(215
|
)
|
|
-
|
|
|
(7
|
)
|
|
Other Comprehensive Income for the Year
|
|
(199
|
)
|
|
-
|
|
|
(55
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Comprehensive Loss for the Year – Net of Tax
|
$
|
9,147
|
|
$
|
7,276
|
|
$
|
8,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss per Share
|
$
|
(0.03
|
)
|
$
|
(0.03
|
)
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of Shares
|
|
276,812,958
|
|
|
275,726,953
|
|
|
236,303,304
|
|
- See Accompanying Notes -
F-5
PolyMet Mining Corp.
Consolidated Statements of Changes
in Shareholders’ Equity
All figures in
thousands of U.S. Dollars, except for
number of shares
|
|
|
Share Capital (authorized =
unlimited)
|
|
|
|
|
|
Equity Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid-in
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
Issued
|
|
|
Share
|
|
|
Share
|
|
|
Contributed
|
|
|
Other Comp
|
|
|
Equity
|
|
|
|
|
|
Shareholders'
|
|
|
|
|
Shares
|
|
|
Capital
|
|
|
Premium
|
|
|
Surplus
|
|
|
Inc / (Loss)
|
|
|
Reserves
|
|
|
Deficit
|
|
|
Equity
|
|
|
Balance - February 1, 2013
|
|
183,250,082
|
|
$
|
181,215
|
|
$
|
3,007
|
|
$
|
47,161
|
|
$
|
(55
|
)
|
$
|
47,106
|
|
$
|
(88,416
|
)
|
$
|
142,912
|
|
|
Total comprehensive loss for the year
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
55
|
|
|
55
|
|
|
(8,132
|
)
|
|
(8,077
|
)
|
|
Rights offering and issuance
costs
|
|
91,636,202
|
|
|
58,372
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
58,372
|
|
|
Payment of land purchase options
|
|
140,123
|
|
|
125
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
125
|
|
|
Vesting of restricted shares
and RSU’s
|
|
-
|
|
|
80
|
|
|
-
|
|
|
(80
|
)
|
|
-
|
|
|
(80
|
)
|
|
-
|
|
|
-
|
|
|
Share-based compensation
|
|
548,985
|
|
|
538
|
|
|
-
|
|
|
1,773
|
|
|
-
|
|
|
1,773
|
|
|
-
|
|
|
2,311
|
|
|
Bonus share cost amortization
|
|
-
|
|
|
-
|
|
|
-
|
|
|
689
|
|
|
-
|
|
|
689
|
|
|
-
|
|
|
689
|
|
|
Balance - January 31, 2014
|
|
275,575,392
|
|
$
|
240,330
|
|
$
|
3,007
|
|
$
|
49,543
|
|
$
|
-
|
|
$
|
49,543
|
|
$
|
(96,548
|
)
|
$
|
196,332
|
|
|
Total comprehensive loss for
the year
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(7,276
|
)
|
|
(7,276
|
)
|
|
Payment of land purchase options
(Note 10)
|
|
143,130
|
|
|
157
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
157
|
|
|
Exercise of share options
(Note 10)
|
|
75,000
|
|
|
161
|
|
|
-
|
|
|
(80
|
)
|
|
-
|
|
|
(80
|
)
|
|
-
|
|
|
81
|
|
|
Vesting of restricted shares and RSU’s
(Note 10)
|
|
66,750
|
|
|
315
|
|
|
-
|
|
|
(315
|
)
|
|
-
|
|
|
(315
|
)
|
|
-
|
|
|
-
|
|
|
Share-based compensation
(Note 10)
|
|
491,292
|
|
|
526
|
|
|
-
|
|
|
1,986
|
|
|
-
|
|
|
1,986
|
|
|
-
|
|
|
2,512
|
|
|
Bonus share cost amortization
(Note 10)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
570
|
|
|
-
|
|
|
570
|
|
|
-
|
|
|
570
|
|
|
Balance - January 31, 2015
|
|
276,351,374
|
|
$
|
241,489
|
|
$
|
3,007
|
|
$
|
51,704
|
|
$
|
-
|
|
$
|
51,704
|
|
$
|
(103,824
|
)
|
$
|
192,376
|
|
|
Total comprehensive loss for the year
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
199
|
|
|
199
|
|
|
(9,346
|
)
|
|
(9,147
|
)
|
|
Refinance of convertible
debenture
(Note 7)
|
|
-
|
|
|
-
|
|
|
(1,856
|
)
|
|
1,856
|
|
|
-
|
|
|
1,856
|
|
|
-
|
|
|
-
|
|
|
Payment of land purchase options
(Note 10)
|
|
224,038
|
|
|
199
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
199
|
|
|
Exercise of share options
(Note 10)
|
|
275,000
|
|
|
434
|
|
|
-
|
|
|
(218
|
)
|
|
-
|
|
|
(218
|
)
|
|
-
|
|
|
216
|
|
|
Vesting of restricted shares and RSU’s
(Note 10)
|
|
729,670
|
|
|
795
|
|
|
-
|
|
|
(950
|
)
|
|
-
|
|
|
(950
|
)
|
|
-
|
|
|
(155
|
)
|
|
Share-based compensation
(Note 10)
|
|
(23,000
|
)
|
|
-
|
|
|
-
|
|
|
835
|
|
|
-
|
|
|
835
|
|
|
-
|
|
|
835
|
|
|
Bonus share cost amortization
(Note 10)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
333
|
|
|
-
|
|
|
333
|
|
|
-
|
|
|
333
|
|
|
Balance - January 31, 2016
|
|
277,557,082
|
|
$
|
242,917
|
|
$
|
1,151
|
|
$
|
53,560
|
|
$
|
199
|
|
$
|
53,759
|
|
$
|
(113,170
|
)
|
$
|
184,657
|
|
- See Accompanying Notes -
F-6
PolyMet Mining Corp.
Consolidated Statements of
Cash Flows
All figures in thousands of U.S. Dollars
|
|
|
For the years
ended January 31
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
$
|
(9,346
|
)
|
$
|
(7,276
|
)
|
$
|
(8,132
|
)
|
|
Items not involving cash:
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
32
|
|
|
32
|
|
|
26
|
|
|
Environmental rehabilitation provision accretion
(Note 6)
|
|
1,663
|
|
|
1,639
|
|
|
1,521
|
|
|
Share-based
compensation
(Note 10)
|
|
457
|
|
|
1,121
|
|
|
1,697
|
|
|
Unrealized foreign exchange loss
|
|
10
|
|
|
17
|
|
|
10
|
|
|
Loss on
disposal of Wetland Credit Intangible
(Note 5)
|
|
1,852
|
|
|
-
|
|
|
-
|
|
|
(Gain)
/ Loss on disposal of available-for-sale financial instrument
(Note
5)
|
|
(16
|
)
|
|
-
|
|
|
48
|
|
|
Changes in non-cash working
capital:
|
|
|
|
|
|
|
|
|
|
|
Amounts receivable
|
|
316
|
|
|
1,039
|
|
|
(590
|
)
|
|
Prepaid
expenses
|
|
(177
|
)
|
|
87
|
|
|
(424
|
)
|
|
Accounts payable and
accrued liabilities
|
|
387
|
|
|
(855
|
)
|
|
(2,190
|
)
|
|
Net cash used in operating activities
|
|
(4,822
|
)
|
|
(4,196
|
)
|
|
(8,034
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
Share issuance proceeds, net of costs
(Note 10)
|
|
216
|
|
|
81
|
|
|
58,372
|
|
|
Debenture
funding, net of costs
(Notes 7 and 9)
|
|
32,954
|
|
|
7,896
|
|
|
19,897
|
|
|
Debenture repayment
(Notes 7 and 9)
|
|
-
|
|
|
-
|
|
|
(20,000
|
)
|
|
Restricted share unit
settlement
(Note 10)
|
|
(155
|
)
|
|
-
|
|
|
-
|
|
|
Net cash provided by financing activities
|
|
33,015
|
|
|
7,977
|
|
|
58,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
Property,
plant and equipment purchases
(Note 4)
|
|
(27,378
|
)
|
|
(27,153
|
)
|
|
(25,224
|
)
|
|
Available-for-sale
financial instrument disposal proceeds
(Note 5)
|
|
250
|
|
|
-
|
|
|
24
|
|
|
Interest
and fees paid
|
|
-
|
|
|
-
|
|
|
(223
|
)
|
|
Wetland credit
intangible purchases
(Note 5)
|
|
(100
|
)
|
|
(100
|
)
|
|
(100
|
)
|
|
Net cash used in investing activities
|
|
(27,228
|
)
|
|
(27,253
|
)
|
|
(25,523
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash
Equivalents
|
|
965
|
|
|
(23,472
|
)
|
|
24,712
|
|
|
Effect of foreign exchange on Cash and Cash
Equivalents
|
|
(10
|
)
|
|
(17
|
)
|
|
(10
|
)
|
|
Cash and Cash Equivalents - Beginning of year
|
|
9,301
|
|
|
32,790
|
|
|
8,088
|
|
|
Cash and Cash Equivalents - End of year
|
$
|
10,256
|
|
$
|
9,301
|
|
$
|
32,790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Cash and
Cash Equivalents
|
|
|
|
|
|
|
|
|
|
|
Cash at
bank
|
$
|
10,256
|
|
$
|
9,301
|
|
$
|
32,765
|
|
|
Short-term deposits
|
|
-
|
|
|
-
|
|
|
25
|
|
|
Total
Cash and Cash Equivalents
|
$
|
10,256
|
|
$
|
9,301
|
|
$
|
32,790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplementary information
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities related to PP&E
|
$
|
334
|
|
$
|
(325
|
)
|
$
|
727
|
|
|
Debt
accretion and capitalized interest
(Notes 7, 8, and 9)
|
|
5,050
|
|
|
1,827
|
|
|
1,785
|
|
|
Share-based compensation related to PP&E
(Note 10)
|
|
378
|
|
|
1,391
|
|
|
614
|
|
|
Bonus share
amortization related to PP&E
(Note 10)
|
|
333
|
|
|
570
|
|
|
689
|
|
|
Fair value of shares
issued for land options
|
$
|
199
|
|
$
|
157
|
|
$
|
125
|
|
- See Accompanying Notes -
F-7
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
1.
|
Nature of Business and
Liquidity
|
PolyMet Mining Corp. (“PolyMet” or the “Company”) was incorporated in British Columbia, Canada on March 4, 1981 under the name Fleck Resources Ltd. and changed its name to PolyMet Mining Corp. on June 10, 1998. Through its 100%-owned subsidiary, Poly Met Mining, Inc. (“PolyMet US” and, together with PolyMet Mining Corp., “PolyMet” or the “Company”) the Company is engaged in the exploration and development of natural resource properties. The Company’s primary mineral property is the NorthMet Project (“NorthMet” or “Project”), a polymetallic project in northeastern Minnesota, USA which comprises the NorthMet copper-nickel-precious metals ore body and the Erie Plant, a processing facility located approximately six miles from the ore body. The realization of the Company’s investment in NorthMet and other assets is dependent upon various factors, including the existence of economically recoverable mineral reserves, the ability to obtain permits necessary to construct and operate NorthMet, the ability to obtain financing necessary to complete the exploration and development of NorthMet, and future profitable operations or alternatively, disposal of the investment on an advantageous basis.
On September 25, 2006, the Company
received the results of a Definitive Feasibility Study (“DFS”) prepared by Bateman
Engineering Pty Ltd and NorthMet moved from the exploration stage to the
development stage. An Updated Technical Report under National Instrument 43-101
incorporating numerous project improvements was filed in January 2013.
The corporate address and records
office of the Company are located at 100 King Street West, Suite 5700, Toronto,
Ontario, Canada M5X 1C7, and 700 West Georgia, 25
th
Floor, Vancouver,
British Columbia, Canada, V7Y 1B3, respectively. The executive office of Poly
Met Mining, Inc. (“PolyMet US”), the Company’s wholly-owned subsidiary, is
located at 444 Cedar Street, Suite 2060, St. Paul, Minnesota, United States of
America, 55101.
The consolidated financial statements
have been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities in the normal course of operations.
Liquidity risk is the risk the Company
will not be able to meet its financial obligations as they become due and arises
through the excess of financial obligations over financial assets due at any
point in time. As at January 31, 2016, PolyMet had cash of $10.256 million and
working capital of $2.162 million.
Management believes, based upon the underlying value of the NorthMet Project, the advanced stage of permitting (see Note 16), the financing arrangements with Glencore AG, a wholly-owned subsidiary of Glencore plc (see Notes 7 and 9) and the ongoing discussions with numerous investment banks and investors regarding potential financing, that financing will continue to be available allowing the Company to meet its current obligations, as well as fund ongoing development, capital expenditures and administration expenses in accordance with the Company’s spending plans for the next twelve months. However, while in the past the Company has been successful in closing financing agreements, there can be no assurance it will be able to do so again. Factors that could affect the availability of financing include the state of debt and equity markets, investor perceptions and expectations, and the metals markets.
F-8
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
2.
|
Summary of Significant Accounting
Policies
|
|
|
a)
|
Statement of Compliance
|
The consolidated financial statements
have been prepared in accordance with International Financial Reporting
Standards (“IFRS”) as issued by the International Accounting Standards Board
(“IASB”). The financial statements were approved by the Board of Directors on
April 21, 2016.
|
|
b)
|
Basis of Consolidation and
Presentation
|
The consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiary.
Inter-company balances and transactions have been eliminated on consolidation.
The consolidated financial statements
have been prepared under the historical cost convention, as modified by the
revaluation of assets available-for-sale. All dollar amounts presented are in
United States (“US”) dollars unless otherwise specified.
|
|
c)
|
Critical Accounting Estimates and Judgments
|
The preparation of consolidated
financial statements in conformity with IFRS requires the use of certain
critical accounting estimates. These critical accounting estimates require
management to make judgments and estimates that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities as
at the date of the financial statements.
Critical accounting estimates and
judgments used in the preparation of the consolidated financial statements are
as follows:
|
|
(i)
|
Determination of mineral
reserves
|
Reserves are estimates of the amount of
product that can be economically and legally extracted from the Company’s
property. In order to estimate reserves, estimates are required about a range of
geological, technical and economic factors, including quantities, production
techniques, production costs, capital costs, transport costs, demand, prices and
exchange rates. Estimating the quantity of reserves requires the size, shape and
depth of deposits to be determined by analyzing geological data. This process
may require complex and difficult geological judgments to interpret the data. In
addition, management will form a view of forecast sales prices, based on current
and long-term historical average price trends. Changes in the proven and
probable reserves estimates may impact the carrying value of property, plant and
equipment, rehabilitation provisions, recognition of deferred tax amounts and
depreciation, depletion and amortization.
F-9
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
2.
|
Summary of Significant Accounting Policies
-
Continued
|
|
|
c)
|
Critical Accounting Estimates and Judgments
-
Continued
|
|
|
(ii)
|
Impairment of non-financial
assets
|
The carrying amounts of the Company’s
non-financial assets, including mineral property, plant and equipment, and
wetland credit intangible are reviewed at each reporting date or when events or
changes in circumstances occur that indicate the asset may not be recoverable to
determine whether there is any indication of impairment. If any such indication
exists, the asset’s recoverable amount is estimated at the greater of its value
in use and its fair value less costs of disposal. In assessing value in use, the
estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset. An impairment loss is recognized
if the carrying amount of an asset exceeds its estimated recoverable amount. An
impairment loss previously recorded is reversed if there has been a change in
the estimates used to determine the recoverable amount resulting in an increase
in the estimated service potential of an asset.
For its mineral property interest the
Company considers both external and internal sources of information in assessing
whether there are any indications of impairment. External sources of information
the Company considers include changes in the market, economic and legal
environment in which the Company operates that are not within its control and
affect the recoverable amount of mineral property interests. Internal sources of
information the Company considers include indications of economic performance of
the asset. No impairment loss on the mineral property interest was recorded for
the year ended January 31, 2016 or January 31, 2015.
The carrying value of mineral property,
plant, and equipment, and wetland credit intangible at the balance sheet date is
disclosed in Note 4 and Note 5, respectively.
|
|
(iii)
|
Provision for Environmental Rehabilitation
Costs
|
Provisions for environmental
rehabilitation costs associated with mineral property, plant and equipment, are
recognized when the Company has a present legal or constructive obligation that
can be estimated reliably, and it is probable an outflow of economic benefits
will be required to settle the obligation. Provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific to
the liability.
It is possible that the Company’s
estimates of its ultimate environmental rehabilitation liabilities could be
affected by changes in regulations, changes in the extent of environmental
rehabilitation required, changes in the means of rehabilitation, changes in the
extent of responsibility for the financial liability or changes in cost
estimates. The operations of the Company may in the future be affected from time
to time in varying degrees by changes in environmental regulations, including
those for future removal and site restoration costs. Both the likelihood of new
regulations and their overall effect upon the Company may vary greatly and are
not predictable.
The Company’s provision for
environmental rehabilitation cost obligations represents management’s best
estimate of the present value of the future cash outflows required to settle the
liability. See additional discussion in Note 6.
F-10
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
2.
|
Summary of Significant Accounting Policies
-
Continued
|
|
|
d)
|
Foreign Currency
Translation
|
The U.S. dollar is the functional
currency of the Company and its wholly-owned subsidiary. Amounts in the
consolidated financial statements are expressed in U.S. dollars unless otherwise
stated. Transactions in foreign currencies are translated into the functional
currency at the exchange rates at the date of the transactions. Monetary assets
and liabilities of the Company’s operations denominated in a currency other than
the U.S. dollar are translated using exchange rates prevailing at the balance
sheet date. Revenue and expense items are translated at the exchange rates in
effect at the date of the underlying transaction, except for amortization
related to non-monetary assets, which are translated at historical exchange
rates. Exchange differences are recognized in net loss in the year in which they
arise.
|
|
e)
|
Cash and Cash Equivalents
|
The Company considers cash and cash
equivalents to include amounts held in banks and highly liquid investments with
original maturities of three months or less.
All financial assets are initially
recorded at fair value and designated upon inception as one of the following
four categories: held to maturity, available for sale, loans and receivables or
at fair value through profit or loss (“FVTPL”). Financial assets classified as
FVTPL are measured at fair value with unrealized gains and losses recognized
through profit and loss. Financial assets classified as loans and receivables
and held to maturity are measured at amortized cost using the effective interest
method less any allowance for impairment. The effective interest method is a
method of calculating the amortized cost of a financial asset and of allocating
interest income over the relevant period. The effective interest rate is the
rate that discounts estimated future cash receipts through the expected life of
the financial asset, or, where appropriate, a shorter period. Financial assets
classified as available for sale are measured at fair value with unrealized
gains and losses recognized in other comprehensive loss except when there is
objective evidence that the asset is impaired, the cumulative loss that had been
recognized in other comprehensive loss shall be reclassified from equity to
profit or loss as a reclassification adjustment. Transaction costs associated
with FVTPL financial assets are expensed as incurred, while transaction costs
associated with all other financial assets are included in the initial carrying
amount of the asset. See additional discussion in Note 15.
F-11
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
2.
|
Summary of Significant Accounting Policies
-
Continued
|
|
|
g)
|
Mineral Property, Plant and
Equipment
|
Mineral Property
Exploration and evaluation costs incurred prior to a DFS are expensed as incurred. Development costs incurred subsequent to a DFS and mineral property acquisition costs are capitalized until the property is placed into production, sold, allowed to lapse or abandoned. As a result of the DFS, NorthMet entered the development stage effective October 1, 2006. The Company has capitalized development expenditures related to NorthMet from that date.
Upon commencement of production, related property acquisition and development costs are amortized on a unit of production basis over the estimated proven and probable mineral reserves not to exceed the assets’ useful lives.
Plant and Equipment
Plant and equipment are recorded at
historical cost less accumulated depreciation and if applicable, accumulated
impairment losses. Subsequent costs are included in the asset’s carrying amount
or recognized as a separate asset, as appropriate, if it is probable that the
future economic benefits of the expenditure will flow to the Company and its
cost can be measured reliably. The carrying amount of a replaced part is
derecognized. All other repairs and maintenance are charged to the statement of
loss and comprehensive loss during the period in which they are incurred. Plant
and equipment is depreciated over the estimated life of the related assets
calculated on a unit of production or straight-line basis, as appropriate.
Depreciation of plant and equipment is
calculated using the cost of the asset, less its residual value, on a
straight-line basis over the estimated useful life of the asset. Estimated
useful lives are as follows:
|
|
Leasehold improvements
|
Straight-line over the term of
the lease
|
|
|
Furniture and equipment
|
Straight-line over 10 years
|
|
|
Computers
|
Straight-line over 5 years
|
|
|
Computer software
|
Straight-line over 1 year
|
|
|
h)
|
Wetland Credit Intangible
|
Wetland Credit Intangible costs and
related acquisition costs are capitalized until the wetland credits are used,
sold, or abandoned. Wetland credits are used to offset and mitigate wetlands
disturbed during construction and operation of NorthMet. As such, costs are
amortized on a unit of production basis over the estimated proven and probable
mineral reserves not to exceed the assets’ useful lives. See additional
discussion in Note 5.
F-12
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
2.
|
Summary of Significant Accounting Policies
-
Continued
|
All financial liabilities are initially
recorded at fair value and designated upon inception as FVTPL or other financial
liabilities. Financial liabilities classified as other financial liabilities are
initially recognized at fair value less directly attributable transaction costs.
After initial recognition, other financial liabilities are subsequently measured
at amortized cost using the effective interest method. The effective interest
method is a method of calculating the amortized cost of a financial liability
and of allocating interest expense over the relevant period. The effective
interest rate is the rate that discounts estimated future cash payments through
the expected life of the financial liability, or, where appropriate, a shorter
period. Financial liabilities classified as FVTPL include financial liabilities
held for trading and financial liabilities designated upon initial recognition
as FVTPL. Derivatives, including separated embedded derivatives, are also
classified as held for trading unless they are designated as effective hedging
instruments. Transaction costs on financial liabilities classified as FVTPL are
expensed as incurred. At the end of each reporting period subsequent to initial
recognition, financial liabilities at FVTPL are measured at fair value, with
changes in fair value recognized directly in profit or loss in the period in
which they arise. See additional discussion in Note 15.
Borrowing costs directly attributable
to the acquisition, construction or production of a qualifying asset are
capitalized as part of the cost of that asset until such time as the asset is
substantially complete and ready for its intended use or sale. Where funds have
been borrowed specifically to finance an asset, the amount capitalized is the
actual borrowing costs incurred. Where the funds used to finance an asset form
part of general borrowings, the amount capitalized is calculated using a
weighted average of rates applicable to relevant borrowings of the Company
during the period. Other borrowing costs not directly attributable to a
qualifying asset are expensed in the year incurred. Classification in the cash
flow statement is in accordance with the classification of the underlying asset
to which those payments were capitalized.
|
|
k)
|
Share-Based Compensation
|
All share-based compensation awards
made to directors, employees and non-employees are measured and recognized using
a fair value based method. For directors and employees, or those providing
services similar to employees, the fair value of options is determined using the
Black-Scholes option pricing model. The fair value of the bonus shares,
restricted shares, and restricted share units is calculated using the intrinsic
value of the shares at issuance, and is amortised straight-line over the vesting
period.
The fair value of the award is accrued
and charged either to operations or mineral property plant and equipment, with
the offsetting credit to warrants and share-based payment reserve, on a graded
method over the vesting period. If and when share options are ultimately
exercised or bonus shares, restricted shares, and restricted share units vest,
the applicable amounts from the warrants and share-based payment reserve are
transferred to share capital.
Certain awards vest upon achievement of
a specified performance condition. On a quarterly basis, management assesses the
probability of achieving those performance conditions using the best available
information, and estimates the appropriate vesting period.
When the Company amends the terms of
share options, the incremental change in the fair value of the options due to
the amendment, as determined using the Black-Scholes option pricing model, is
recognized over the vesting period in the statement of loss or capitalized as
appropriate.
F-13
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
2.
|
Summary of Significant Accounting Policies
-
Continued
|
|
|
l)
|
Share Purchase Warrants
|
The Company issues share purchase
warrants in connection with certain equity transactions. The fair value of the
warrants, as determined using the Black-Scholes option pricing model or fair
value of goods or services received, is credited to the warrants and share-based
payment reserve. The recorded value of share purchase warrants is transferred to
share capital upon exercise.
Loss per share is computed by dividing
the loss for the year by the weighted average number of common shares
outstanding during the year. Basic and diluted loss per share for each year
presented are the same as the effect of potential issuances of shares under
warrant or share option agreements would, in total, be anti-dilutive.
|
|
n)
|
Income Taxes and Deferred
Taxes
|
The income tax expense or benefit for
the year consists of two components: current and deferred.
Current tax is the expected tax payable
or receivable on the taxable profit or loss for the year. Current tax is
calculated using tax rates and laws that were enacted or substantively enacted
at the balance sheet date in each of the jurisdictions and include any
adjustments for taxes payable or recovery in respect of prior periods.
Taxable profit or loss differs from
profit or loss as reported in the Consolidated Statements of Comprehensive Loss
because of items of income or expense that are taxable or deductible in other
years, and items that are never taxable or deductible.
Deferred tax is recognized on temporary
differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax basis used in the computation of
taxable profit. Deferred tax liabilities are generally recognized for all
taxable temporary differences not eligible for offset. Deferred tax assets are
generally recognized for all deductible temporary differences, loss carry
forwards and tax credit carry forwards to the extent that it is probable that
taxable profits will be available against which they can be utilized. To the
extent that the Company does not consider it to be probable that taxable profits
will be available against which deductible temporary differences, loss carry
forwards, and tax credit carry forwards can be utilized, a deferred tax asset is
not recognized.
F-14
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
2.
|
Summary of Significant Accounting Policies
-
Continued
|
|
|
o)
|
Future Accounting Changes
|
The Company anticipates that all of the
relevant pronouncements will be adopted in the Company’s accounting policy for
the first period beginning after the effective date of the pronouncement.
Information on new standards, amendments and interpretations that are expected
to be relevant to the Company’s financial statements is provided below. Certain
other new standards and interpretations have been issued but are not expected to
have a material impact on the Company’s financial statements and are therefore
not discussed below.
IFRS 9 – Financial Instruments -
Classification and Measurement
IFRS 9 addresses the classification,
measurement and recognition of financial assets and financial liabilities. This
standard replaces parts of
IAS 39 - Financial Instruments: Recognition and
Measurement
. IFRS 9 requires financial assets to be classified into two
measurement categories: those measured at fair value and those measured at
amortized cost. The determination is made at initial recognition. The
classification depends on the entity’s business model for managing its financial
instruments and the contractual cash flow characteristics of the instrument. For
financial liabilities, the standard retains most of the IAS 39 requirements. The
main change is that, in cases where the fair value option is taken for financial
liabilities, the part of a fair value change due to an entity’s own credit risk
is recorded in other comprehensive income rather than in net earnings, unless
this creates an accounting mismatch. The new standard will be effective for
annual periods beginning on or after January 1, 2018. The Company is currently
assessing the impact of adopting IFRS 9 on its consolidated financial
statements.
IFRS 15 – Revenue from Contracts
with Customers
IFRS 15 replaces
IAS 18 -
Revenue
and
IAS 11 - Construction Contracts
and provides a five step
framework for application to customer contracts: identification of customer
contract, identification of the contract performance obligations, determination
of the contract price, allocation of the contract price to the contract
performance obligations, and revenue recognition as performance obligations are
satisfied. A new requirement where revenue is variable stipulates that revenue
may only be recognized to the extent that it is highly probable that significant
reversal of revenue will not occur. The new standard will be effective for
annual periods beginning on or after January 1, 2018. The Company is currently
assessing the impact of adopting IFRS 15 on its consolidated financial
statements.
IFRS 16 – Leases
IFRS 16 replaces
IAS 17 - Leases
and eliminates the classification of leases as either operating or finance
leases by the lessee. The treatment of leases by the lessee will require
capitalization of all leases resulting in accounting treatment similar to
finance leases under
IAS 17 - Leases
. Exemptions for leases of very low
value or short-term leases will be applicable. The new standard will result in
an increase in lease assets and liabilities for the lessee. Under the new
standard the treatment of all lease expense is aligned in the statement of
earnings with depreciation, and an interest expense component recognized for
each lease, in line with finance lease accounting under
IAS 17 - Leases
.
The new standard will be effective for annual periods beginning on or after
January 1, 2019. The Company is currently assessing the impact of adopting IFRS
16 on its consolidated financial statements.
F-15
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
3.
|
Mineral Property
Agreements
|
NorthMet, Minnesota, U.S.A.
Pursuant to an agreement dated January
4, 1989, subsequently amended and assigned, the Company leases certain property
in St. Louis County, Minnesota from RGGS Land & Minerals Ltd., L.P. The
initial term of the perpetually renewable lease was 20 years and called for
total lease payments of $1.475 million. The Company can, at its option,
terminate the lease at any time by giving written notice to the lessor not less
than 90 days prior to the effective termination date or can indefinitely extend
the term by continuing to make $150,000 annual lease payments on each successive
anniversary date. All lease payments have been paid to January 31, 2016. The
next payment is due in January 2017.
The lease payments are considered
advance royalty payments and shall be deducted from future production royalties
payable to the lessor, which range from 3% to 5% based on the net smelter return
per ton received by the Company. The Company’s recovery of $2.525 million in
advance royalty payments is subject to the lessor receiving an amount not less
than the amount of the annual lease payment due for that year.
Pursuant to an agreement effective
December 1, 2008, the Company leases certain property in St. Louis County,
Minnesota from LMC Minerals. The initial term of the renewable lease is 20 years
and calls for minimum annual lease payments of $3,000 for the first four years
after which the minimum annual lease payment increased to $30,000. The initial
term may be extended for up to four additional five-year periods on the same
terms. All lease payments have been paid to January 31, 2016. The next payment
is due in November 2016.
The lease payments are considered
advance royalty payments and will be deducted from future production royalties
payable to the lessor, which range from 3% to 5% based on the net smelter return
per ton received by the Company. The Company’s recovery of $0.129 million in
advance royalty payments is subject to the lessor receiving an amount not less
than the amount of the annual lease payment due for that year.
Pursuant to the leases, PolyMet holds
mineral rights and the right to mine upon receiving the required permits.
PolyMet has proposed to acquire surface rights through a land exchange (see Note
9).
|
4.
|
Mineral Property, Plant and
Equipment
|
Details of Mineral Property, Plant, and
Equipment are as follows:
|
|
|
|
|
|
|
Other fixed
|
|
|
|
|
|
|
Net Book Value
|
|
NorthMet
|
|
|
assets
|
|
|
Total
|
|
|
|
Balance at January 31, 2014
|
$
|
245,880
|
|
|
148
|
|
|
246,028
|
|
|
|
Additions
|
|
29,768
|
|
|
29
|
|
|
29,797
|
|
|
|
Changes to
environmental rehabilitation provision
(Note 6)
|
|
20,454
|
|
|
-
|
|
|
20,454
|
|
|
|
Amortization
|
|
-
|
|
|
(32
|
)
|
|
(32
|
)
|
|
|
Balance at January 31, 2015
|
$
|
296,102
|
|
|
145
|
|
|
296,247
|
|
|
|
Additions
|
|
32,726
|
|
|
19
|
|
|
32,745
|
|
|
|
Changes to
environmental rehabilitation provision
(Note 6)
|
|
(7,269
|
)
|
|
-
|
|
|
(7,269
|
)
|
|
|
Amortization
|
|
-
|
|
|
(74
|
)
|
|
(74
|
)
|
|
|
Balance at January 31, 2016
|
$
|
321,559
|
|
|
90
|
|
|
321,649
|
|
F-16
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
4.
|
Mineral Property, Plant and Equipment
-
Continued
|
|
|
|
|
January 31,
|
|
|
January 31,
|
|
|
|
NorthMet
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
Mineral property acquisition
and interest costs
|
$
|
53,041
|
|
$
|
48,051
|
|
|
|
Mine plan and development
|
|
45,422
|
|
|
40,451
|
|
|
|
Environmental
|
|
95,709
|
|
|
78,866
|
|
|
|
Consulting and wages
|
|
45,770
|
|
|
41,247
|
|
|
|
Reclamation and remediation
(Note 6)
|
|
62,185
|
|
|
69,454
|
|
|
|
Site activities
|
|
18,483
|
|
|
17,084
|
|
|
|
Mine equipment
|
|
949
|
|
|
949
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
321,559
|
|
$
|
296,102
|
|
Erie Plant, Minnesota, U.S.A.
In February 2004, the Company entered
into an option with Cliffs Natural Resources Inc. (“Cliffs”) to purchase 100%
ownership of large parts of the former LTV Steel Mining Company ore processing
plant in northeastern Minnesota (the “Erie Plant”). The Company exercised this
option on November 15, 2005 under the Asset Purchase Agreement with Cliffs.
In December 2006, the Company acquired
from Cliffs property and associated rights sufficient to provide it with a
railroad connection linking the mine development site and the Erie Plant. The
transaction also included a railcar fleet, locomotive fuelling and maintenance
facilities, water rights and pipelines, administrative offices on site and 6,000
acres of land to the east and west of and contiguous to its existing tailings
storage facilities.
The consideration paid for the Erie
Plant and associated infrastructure was $18.9 million in cash and 9,200,547
shares at a fair market value of $13.953 million.
The Company indemnified Cliffs for
reclamation and remediation obligations as a result of the above purchases (see
Note 6). These obligations are presently contractual in nature under the terms
of the purchase agreements with Cliffs. Once the Company obtains its permit to
mine and Cliffs is released from its obligations by the State Agencies, the
Company’s obligations will be direct with the governing bodies.
During the year ended January 31, 2016,
the Company capitalized 100% of the borrowing costs on the convertible debt (see
Note 8) and non-convertible debt (see Note 9) in the amount of $5.050 million
(January 31, 2015 - $1.827 million) as part of the cost of NorthMet assets. As
NorthMet assets are not in use or capable of operating in a manner intended by
management, no amortization of these assets has been recorded to January 31,
2016.
F-17
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
5.
|
Wetland Credit Intangible and EIP
Receivable
|
Details of Wetland Credit Intangibles
are as follows:
|
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
|
|
January 31, 2016
|
|
|
January 31, 2015
|
|
|
|
Wetland Credit Intangible –
beginning of year
|
$
|
6,192
|
|
$
|
6,092
|
|
|
|
Additions
|
|
100
|
|
|
100
|
|
|
|
Disposals
|
|
(4,404
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Wetland Credit Intangible – end of year
|
$
|
1,888
|
|
$
|
6,192
|
|
In March 2012, the Company acquired a
secured interest in land owned by AG for Waterfowl, LLP ("AG") that is permitted
for wetland restoration. AG subsequently assigned the agreement to EIP
Minnesota, LLC (“EIP”) in September 2012. EIP will restore the wetlands and,
upon completion, wetland credits are to be issued by the proper governmental
authorities.
As part of the initial consideration,
AG received warrants to purchase 1,249,315 common shares at $1.3007 per share.
These warrants expired on December 31, 2015 (see Note 10f).
On April 6, 2015, the Company entered
into a revised agreement with EIP whereby EIP will seek to sell credits that
PolyMet does not need to third parties and, over time, reimburse PolyMet for its
costs. The financial instrument has been designated as available for sale. Upon
closing of the transaction, the Company recognized the receivable at fair value
calculated using a 9.25% discount rate and 12 year term resulting in a
receivable of $2.552 million and a non-cash loss of $1.852 million. The Company
will account for subsequent fair value changes through other comprehensive
income or loss. Under the agreement, PolyMet retains the right to purchase up to
300 credits until February 28, 2017 with additional payments due only if PolyMet
exercises that right in part or in full.
Details of the EIP receivable are as
follows:
|
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
|
|
January 31, 2016
|
|
|
January 31, 2015
|
|
|
|
EIP Receivable – beginning of
year
|
$
|
-
|
|
$
|
-
|
|
|
|
Initial recognition
|
|
2,552
|
|
|
-
|
|
|
|
Collections from
EIP
|
|
(250
|
)
|
|
-
|
|
|
|
Accretion
|
|
192
|
|
|
-
|
|
|
|
Gain on re-measurement
|
|
23
|
|
|
-
|
|
|
|
EIP Receivable – end of year
|
|
2,517
|
|
|
-
|
|
|
|
Less current portion
|
|
(364
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current portion
|
$
|
2,153
|
|
$
|
-
|
|
F-18
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
6.
|
Environmental Rehabilitation
Provision
|
Details of Environmental Rehabilitation
Provision are as follows:
|
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
|
|
January 31, 2016
|
|
|
January 31, 2015
|
|
|
|
Environmental Rehabilitation
Provision – beginning of year
|
$
|
72,260
|
|
$
|
51,144
|
|
|
|
Change in estimated liability
|
|
(4,230
|
)
|
|
9,867
|
|
|
|
Liabilities
discharged
|
|
(970
|
)
|
|
(977
|
)
|
|
|
Accretion expense
|
|
1,663
|
|
|
1,639
|
|
|
|
Change in risk-free interest rate
|
|
(3,039
|
)
|
|
10,587
|
|
|
|
Environmental Rehabilitation Provision – end
of year
|
|
65,684
|
|
|
72,260
|
|
|
|
Less current portion
|
|
(1,498
|
)
|
|
(1,724
|
)
|
|
|
Non-current portion
|
$
|
64,186
|
|
$
|
70,536
|
|
Federal, state and local laws and
regulations concerning environmental protection affect the Company’s NorthMet
assets. As part of the consideration for the Cliffs Purchase Agreements (see
Note 4), the Company indemnified Cliffs for reclamation and remediation
obligations of the acquired property. The Company’s provisions are based upon
existing laws and regulations. It is not currently possible to estimate the
impact on operating results, if any, of future legislative or regulatory
developments.
In April 2010, Cliffs entered into a
consent decree with the Minnesota Pollution Control Agency (“MPCA”) relating to
alleged violations on the Cliffs Erie Property. This consent decree required
both short-term and long-term mitigation. Field study activities were completed
in 2010 and 2011 and short-term mitigations were initiated in 2011 as outlined
in the plans and approved by the MPCA. In April 2012, long-term mitigation plans
were submitted to the MPCA for its review and approval. In October 2012, a
response was received from the MPCA approving plans for pilot tests of various
treatment options to determine the best course of action. Although there is
substantial uncertainty related to applicable water quality standards,
engineering scope, and responsibility for the financial liability, the October
2012 response from the MPCA and subsequent communications to January 31, 2015,
amongst the MPCA, Cliffs and the Company provide increasing clarification of the
potential liability for the long-term mitigation included in the Company’s
environmental rehabilitation provision resulting in a $9.9 million increase to
the provision during the year ended January 31, 2015. Additional communications
amongst the parties during the year ended January 31, 2016 led to further
understanding of the water quality requirements and permissible mitigation plans
resulting in a $4.2 million decrease to the provision during the year ended
January 31, 2016.
The Company’s best estimate of the
environmental rehabilitation provision at January 31, 2016 was $65.7 million
(January 31, 2015 - $72.3 million) based on estimated cash flows required to
settle this obligation in present day costs of $69.5 million (January 31, 2015 -
$72.6 million), an annual inflation rate of 2.00% (January 31, 2015 – 2.00%) and
a risk-free interest rate of 2.36% (January 31, 2015 – 2.04%) . Payments are
expected to occur over a period of approximately 31 years.
F-19
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
Since October 2008, the Company and
Glencore have entered into a series of financing and other agreements
comprising:
|
|
•
|
Convertible debt – agreement comprising $25.0 million
initial principal secured convertible debentures drawn in four tranches
(together the “2008 Debentures”) (see Note 8);
|
|
|
|
|
|
|
•
|
Equity – four separate agreements comprising $25.0
million placement of PolyMet common shares in calendar 2009 in two
tranches; a $30.0 million placement of PolyMet common shares in calendar
2010 in three tranches; a $20.0 million placement of PolyMet common shares
in calendar 2011 in one tranche; and a $20.960 million purchase of PolyMet
common shares in the 2013 Rights Offering (see 2013 Agreement below and
Note 10a);
|
|
|
|
|
|
|
•
|
Non-convertible debt – two separate agreements comprising
$30.0 million initial principal secured debentures in calendar 2015 drawn
in four tranches (the “2015 Debentures”) and $11.0 million initial
principal secured debenture in calendar 2016 drawn in one tranche (the
“2016 Debenture”) (see 2015 Agreements, 2016 Agreement and Note 9b);
|
|
|
|
|
|
|
•
|
Marketing Agreement whereby Glencore committed to
purchase all of the Company’s production of concentrates, metal, or
intermediate products on market terms at the time of delivery for at least
the first five years of production; and
|
|
|
|
|
|
|
•
|
Corporate Governance Agreement whereby from January 1,
2014 as long as Glencore holds 10% or more of PolyMet's shares (on a fully
diluted basis), Glencore has the right, but not obligation, to nominate at
least one director and not more than the number of directors proportionate
to Glencore's fully diluted ownership of PolyMet, rounded down to the
nearest whole number, such number to not exceed 49% of the total board.
|
As a result of these financing
transactions and the purchase by Glencore of PolyMet common shares previously
owned by Cliffs, Glencore's ownership and ownership rights of PolyMet comprises:
|
|
•
|
78,724,821 shares representing 28.4% of PolyMet's issued
shares;
|
|
|
|
|
|
|
•
|
2008 Debentures exchangeable through the exercise of an
Exchange Warrant at $1.2920 per share into 27,853,358 common shares of
PolyMet (including capitalized and accrued interest as at January 31,
2016) until the Repayment Date, which is the earlier of March 31, 2017,
availability of $80 million of debt or equity financing, or an earlier
date on which PolyMet can demonstrate that it is prudent to repay the
debentures, subject to ten days notice during which time Glencore can
elect to exercise the Exchange Warrant. The exercise price of the Exchange
Warrant is and the number of shares issuable are subject to conventional
anti-dilution provisions; and
|
|
|
|
|
|
|
•
|
Warrants (“Purchase Warrants”) to purchase 6,458,001
million common shares at $0.8231 per share at any time until December 31,
2017, subject to mandatory exercise if the 20-day volume weighted average
price (“VWAP”) of PolyMet common shares is equal to or greater than 150%
of the exercise price and PolyMet has received permits and construction
finance is available (“Early Maturity Event”). The exercise price of the
Purchase Warrants and the number of warrants are subject to conventional
anti-dilution provisions.
|
F-20
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
7.
|
Glencore Financing
-
Continued
|
If Glencore were to exercise all of its
rights and obligations under these agreements, it would own 113,036,180 common
shares of PolyMet, representing 36.2% on a partially diluted basis, that is, if
no other options or warrants were exercised or 34.0% on a fully diluted basis,
if all other options and warrants were exercised, whether they are in-the-money
or not.
2013 Agreement
On April 10, 2013, the Company issued a
Tranche E debenture (“2013 Debenture”) with the principal amount of $20.0
million to Glencore and Glencore agreed to a Standby Purchase Agreement
(“Standby”) related to the $60.480 million Rights Offering by the Company (see
Note 10a). Under the Standby, Glencore agreed to purchase any common shares
offered under the Rights Offering that were not subscribed for by holders of the
Rights, subject to certain conditions and limitations. The 2013 Debenture
carried a fixed interest rate of 4.721% per annum, was issued on April 11, 2013
and repaid upon closing of the Rights Offering on July 5, 2013. The Company
recognized the 2013 Debenture issued initially at fair value and subsequently
accounted for the debenture at its amortized cost. Transaction costs for the
financing were $0.103 million. All borrowing costs were eligible for
capitalization and 100% of these costs were capitalized during the year ended
January 31, 2014.
Glencore purchased 31,756,979 common
shares of the Company for $20.960 million upon closing of the Rights Offering on
July 5, 2013 (see Note 10a).
2014 Agreement
On April 25, 2014, the Company extended
the term of the 2008 Debentures and the expiration date of the associated
Exchange Warrant to the earlier of the Early Maturity Event or September 30,
2015. All other terms of both the debentures and the warrant were unchanged.
2015 Agreements
On January 28, 2015, the Company agreed
to issue to Glencore new Tranche F, G, H, and I secured debentures with the
total principal amount of $30.0 million. Tranche F in the amount of $8.0 million
was issued on January 30, 2015. Tranche G in the amount of $8.0 million was
issued on April 15, 2015. Tranche H in the amount of $8.0 million was issued on
July 1, 2015. Tranche I in the amount of $6.0 million was issued on October 1,
2015. The interest rate on these debentures was 12-month US dollar LIBOR plus
8.0% per annum payable in cash upon maturity and the maturity was the earlier of
(i) the availability of at least $100 million of construction finance or (ii)
March 31, 2016. The Company provided security by way of a guarantee and a pledge
of the assets of the Company and its wholly-owned subsidiary. The Company
recognized these debentures initially at fair value and subsequently accounted
for the debentures at amortized cost. Transaction costs for the financing were
$0.150 million. See additional details in Note 9b.
On July 30, 2015, the Company extended
the term of the 2008 Debentures and the expiration date of the associated
Exchange Warrant to the earlier of the Early Maturity Event or March 31, 2016
and the interest rate was increased from 12-month US dollar LIBOR plus 4.0% to
12-month US dollar LIBOR plus 8.0% effective August 1, 2015. The Purchase
Warrant expiration date was extended to the earlier of the Early Maturity Event
or December 31, 2016 and the exercise price was reduced from $1.3022 per share
to $0.9292 per share. The transaction has been accounted for as a modification
of the existing convertible debt with the $1.241 million difference in the fair
value of the purchase warrants as a result of the extension in term and price
reduction being recorded within equity.
F-21
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
7.
|
Glencore Financing
-
Continued
|
On December 15, 2015, the Company
extended the term of the 2008 Debentures and expiration date of the associated
Exchange Warrant and extended the term of 2015 Debentures to the Repayment Date,
which is the earlier of March 31, 2017, availability of $80 million of debt or
equity financing or an earlier date on which PolyMet can demonstrate that it is
prudent to repay the debentures, subject to ten days notice during which time
Glencore can elect to exercise the Exchange Warrant. The interest rate was
increased from 12-month US dollar LIBOR plus 8.0% to 12-month US dollar LIBOR
plus 15.0% effective January 1, 2016. The Purchase Warrant expiration date was
extended to December 31, 2017, and the exercise price was reduced from $0.9292
per share to $0.8231 per share. The transactions have been accounted for as a
modification of the existing convertible debt with the $0.615 million difference
in the fair value of the purchase warrants as a result of the extension in term
and price reduction being recorded within equity.
2016 Agreement
On January 27, 2016, the Company issued
to Glencore a Tranche J secured debenture with the total principal amount of
$11.0 million. The interest rate on this debenture was 12-month US dollar LIBOR
plus 15.0% per annum payable in cash upon maturity and the maturity was the
Repayment Date, which is the earlier of March 31, 2017, availability of $80
million of debt or equity financing or an earlier date on which PolyMet can
demonstrate that it is prudent to repay the debentures. The Company provided
security by way of a guarantee and a pledge of the assets of the Company and its
wholly-owned subsidiary. The Company recognized this debenture initially at fair
value and subsequently accounted for the debenture at amortized cost.
Transaction costs for the financing were $0.050 million. See additional details
in Note 9.
F-22
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
Details of the Convertible Debt are as
follows:
|
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
|
|
January 31, 2016
|
|
|
January 31, 2015
|
|
|
|
Convertible Debt – beginning
of year
|
$
|
33,451
|
|
$
|
31,967
|
|
|
|
Accretion and capitalized interest
|
|
2,535
|
|
|
1,484
|
|
|
|
Convertible Debt – end of
year
|
|
35,986
|
|
|
33,451
|
|
|
|
Less current portion
|
|
-
|
|
|
(33,451
|
)
|
|
|
Non-current portion
|
$
|
35,986
|
|
$
|
-
|
|
Since October 2008, the Company has
issued $25.0 million of secured convertible debentures to Glencore that bear
interest at 12-month US dollar LIBOR plus 4.0% through July 31, 2015, 12-month
US dollar LIBOR plus 8.0% through December 31, 2015, and 12-month US dollar
LIBOR plus 15.0% beginning January 1, 2016. Interest is compounded quarterly and
payable in cash or by increasing the principal amount of the debentures, at
Glencore’s option. At January 31, 2016, $10.986 million (January 31, 2015 -
$8.451 million) of interest had been accreted and capitalized to the principal
amount of the debenture since inception. The Company has provided security on
these debentures covering all of the assets of PolyMet and PolyMet US, including
a pledge of PolyMet’s 100% shareholding in PolyMet US.
The due date of these debentures is the
earlier of (i) March 31, 2017 or (ii) the availability of at least $80 million
of debt or equity financing or (iii) when it is prudent for PolyMet to repay the
debt, on which date all principal and interest accrued to such date will be due
and payable. Upon receipt of ten days notice of PolyMet’s intention to repay the
debentures Glencore can exercise the Exchange Warrant and exchange the initial
principal and capitalized interest into common shares of PolyMet at $1.2920 per
share. Glencore has the right to exchange some or all of the debentures at any
time under the same conversion terms. All borrowing costs were eligible for
capitalization and 100% of these costs were capitalized during the year ended
January 31, 2016.
Details of Non-Convertible Debt are as
follows:
|
|
|
|
January 31,
|
|
|
January 31,
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
|
IRRRB
(Note 9a)
|
$
|
4,962
|
|
$
|
4,614
|
|
|
|
Glencore
(Note 9b)
|
|
43,023
|
|
|
7,855
|
|
|
|
Total
Non-Convertible Debt
|
|
47,985
|
|
|
12,469
|
|
|
|
Less current portion
|
|
(4,962
|
)
|
|
(4,614
|
)
|
|
|
Non-current portion
|
$
|
43,023
|
|
$
|
7,855
|
|
F-23
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
9.
|
Non-Convertible Debt
-
Continued
|
In June 2011, the Company closed a $4.0 million loan from Iron Range Resources & Rehabilitation Board ("IRRRB"). At the same time, the Company
exercised its options to acquire two tracts of land as part of the proposed land
exchange with the United States Forest Service (“USFS”). The loan is secured by
the land acquired, carries a fixed interest rate of 5% per annum, compounded
annually, and is repayable on the earlier of June 30, 2016 or the date on which
the related land is exchanged with the USFS. The Company has issued warrants
giving the IRRRB the right to purchase 461,286 shares of its common shares at
$2.1678 per share at any time until June 30, 2016. During the year ended January
31, 2016, the Company recorded $0.347 million for accretion and capitalized
interest on the IRRRB loan (January 31, 2015 - $0.338 million). All borrowing
costs were eligible for capitalization and 100% of these costs were capitalized
during the year ended January 31, 2016.
On January 30, 2015, the Company
issued $8.0 million Tranche F secured debentures, on April 15, 2015 it issued
$8.0 million Tranche G secured debentures, on July 1, 2015 it issued $8.0
million Tranche H secured debentures, and on October 1, 2015 it issued $6.0
million Tranche I secured debentures to Glencore. Each of the Tranche F-I
debentures bore interest at 12-month US dollar LIBOR plus 8.0% through December
31, 2015 and 12-month US dollar LIBOR plus 15.0% beginning January 1, 2016. On
December 15, 2015 the maturity date was extended from the earlier of (i) the
availability of at least $100 million of finance provided the Company
demonstrates repayment is prudent or (ii) March 31, 2016 to the Repayment Date,
which is the earlier of March 31, 2017, availability of $80 million of debt or
equity financing or an earlier date on which PolyMet can demonstrate that it is
prudent to repay the debentures. The Company has provided security on these
debentures covering all of the assets of PolyMet and PolyMet US, including a
pledge of PolyMet’s 100% shareholding in PolyMet US.
On January 27, 2016, the Company
issued $11.0 million Tranche J secured debentures to Glencore that bears
interest at 12-month US dollar LIBOR plus 15.0% . The Company has provided
security on these debentures covering all of the assets of PolyMet and PolyMet
US, including a pledge of PolyMet’s 100% shareholding in PolyMet US. The due
date of these debentures is the earlier of (i) March 31, 2017 or (ii) the
availability of at least $80 million of debt or equity financing or (iii) when
it is prudent for PolyMet to repay the debt, on which date all principal and
interest accrued to such date will be due and payable.
During the year ended January 31,
2016, the Company recorded $2.168 million for accretion and capitalized interest
on the Glencore non-convertible debentures (January 31, 2015 - $0.005 million).
All borrowing costs were eligible for capitalization and 100% of these costs
were capitalized during the year ended January 31, 2016.
F-24
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
|
a)
|
Share Issuances for Cash
or Land Acquisition
|
During the year ended January 31, 2016
the Company issued 275,000 shares (January 31, 2015 – 75,000 shares) pursuant to
the exercise of share options for total proceeds of $0.216 million (January 31,
2015 - $0.081 million).
During the year ended January 31, 2016 the Company issued 224,038 shares (January 31, 2015 – 143,130 shares) to maintain land purchase options.
|
|
b)
|
Share-Based Compensation
|
The Omnibus Share Compensation Plan
(“Omnibus Plan”) was created to align the interests of the Company’s employees,
directors, officers and consultants with those of shareholders. Effective May
25, 2007, the Company adopted the Omnibus Plan, which was approved by the
Company’s shareholders’ on June 27, 2007, modified and further ratified and
reconfirmed by the Company’s shareholders most recently on July 15, 2015. The
Omnibus Plan restricts the award of share options, restricted shares, restricted
share units, and other share-based awards to 10% of the common shares issued and
outstanding on the grant date, excluding 2,500,000 common shares pursuant to an
exemption approved by the Toronto Stock Exchange.
During the year ended January 31,
2016, the Company recorded $0.835 million for share-based compensation (January
31, 2015 - $2.512 million) with $0.457 million expensed to share-based
compensation (January 31, 2015 - $1.121 million) and $0.378 million capitalized
to mineral property, plant and equipment (January 31, 2015 - $1.391 million).
The offsetting entries were to equity reserves and share capital. Total
share-based compensation for the year comprised $0.146 million for share options
(January 31, 2015 - $1.033 million), $0.689 million for restricted shares and
restricted share units (January 31, 2015 - $0.953 million), and $nil for
issuance of unrestricted shares (January 31, 2015 - $0.526 million). Vesting of
restricted share units and exercise of share options and resulted in $1.168
million being transferred from equity reserves to share capital (January 31,
2015 - $0.395 million).
F-25
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
10.
|
Share Capital
-
Continued
|
Share options granted may not exceed a
term of ten years and are forfeited if the grantee ceases to be an eligible
person under the Omnibus Plan. Details of share options are as follows:
|
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
|
|
January 31, 2016
|
|
|
January 31, 2015
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Number of
|
|
|
Exercise
|
|
|
|
|
|
Options
|
|
|
Price
(1)
|
|
|
Options
|
|
|
Price
|
|
|
|
Outstanding – beginning of
year
|
|
21,085,002
|
|
|
1.33
|
|
|
18,659,000
|
|
|
1.41
|
|
|
|
Granted
|
|
338,000
|
|
|
1.50
|
|
|
2,701,002
|
|
|
1.17
|
|
|
|
Exercised
|
|
(275,000
|
)
|
|
0.79
|
|
|
(75,000
|
)
|
|
1.08
|
|
|
|
Expired
|
|
(2,173,000
|
)
|
|
1.59
|
|
|
(200,000
|
)
|
|
1.02
|
|
|
|
Outstanding – end of year
|
|
18,975,002
|
|
|
1.29
|
|
|
21,085,002
|
|
|
1.33
|
|
|
|
(1)
|
For information purposes, those share options granted
with an exercise price in Canadian dollars (“CDN”) have been translated to
the Company’s reporting currency using the exchange rate as at January 31,
2016 of 1.00 US$ = 1.3975 CDN$.
|
The weighted average share price when
share options were exercised during the year ended January 31, 2016 was $1.15.
The fair value of share options
granted was estimated at the date of grant using the Black-Scholes Option
Pricing Model with the following weighted average assumptions:
|
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
|
|
January 31, 2016
|
|
|
January 31, 2015
|
|
|
|
Risk-free interest rate
|
|
0.93%
|
|
|
0.51% to 0.76%
|
|
|
|
Expected dividend yield
|
|
Nil
|
|
|
Nil
|
|
|
|
Expected forfeiture rate
|
|
Nil
|
|
|
Nil
|
|
|
|
Expected volatility
|
|
49.61%
|
|
|
50.97% to 57.08%
|
|
|
|
Expected life in years
|
|
2.50
|
|
|
2.00 to 3.00
|
|
|
|
Weighted average fair value of each option
|
$
|
0.32
|
|
$
|
0.20 to $0.41
|
|
The expected volatility reflects the
Company’s expectation that historical volatility over a period similar to the
life of the option is indicative of future trends, which may or may not
necessarily be the actual outcome.
F-26
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
10.
|
Share Capital
-
Continued
|
|
|
c)
|
Share Options
-
Continued
|
Details of share options outstanding
as at January 31, 2016 are as follows:
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Range of Exercise
|
|
options
|
|
|
options
|
|
|
Weighted Average
|
|
|
Weighted Average
|
|
|
|
Prices
(1)
|
|
outstanding
|
|
|
exercisable
|
|
|
Exercise Price
(1)
|
|
|
Remaining Life
|
|
|
|
0.7110 to 0.8671
|
|
4,720,000
|
|
|
3,836,667
|
|
|
0.75
|
|
|
5.29
|
|
|
|
0.9300 to 1.1500
|
|
7,682,002
|
|
|
7,682,002
|
|
|
1.02
|
|
|
5.87
|
|
|
|
1.5000 to 1.8816
|
|
4,013,000
|
|
|
4,013,000
|
|
|
1.69
|
|
|
2.12
|
|
|
|
2.0475 to 2.4886
|
|
1,140,000
|
|
|
940,000
|
|
|
2.31
|
|
|
1.60
|
|
|
|
2.5059 to 3.0695
|
|
1,420,000
|
|
|
1,247,500
|
|
|
2.65
|
|
|
1.65
|
|
|
|
|
|
18,975,002
|
|
|
17,719,169
|
|
|
1.29
|
|
|
4.36
|
|
|
|
(1)
|
For information purposes, those share options granted
with an exercise price in Canadian dollars (“CDN”) have been translated to
the Company’s reporting currency using the exchange rate as at January 31,
2016 of 1.00 US$ = 1.3975 CDN$.
|
As at January 31, 2016 all outstanding
share options had vested and were exercisable, with the exception of 1,255,833,
which were scheduled to vest upon completion of specific targets (Permits –
908,333; Construction – 87,500; Production – 200,000; Other – 60,000). The
outstanding share options have expiry periods between 0.03 and 8.44 years.
|
|
d)
|
Restricted Shares and Restricted Share
Units
|
Restricted shares and restricted share
units granted are forfeited if the grantee ceases to be an eligible person under
the Omnibus Plan. Details of restricted shares and restricted share units are as
follows:
|
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
|
|
January 31, 2016
|
|
|
January 31, 2015
|
|
|
|
Outstanding - beginning of
year
|
|
2,130,286
|
|
|
1,615,510
|
|
|
|
Issued
|
|
-
|
|
|
849,522
|
|
|
|
Forfeited
|
|
(64,667
|
)
|
|
-
|
|
|
|
Vested
|
|
(1,075,148
|
)
|
|
(334,746
|
)
|
|
|
Outstanding - end of year
|
|
990,471
|
|
|
2,130,286
|
|
As at January 31, 2016 outstanding
restricted shares and restricted share units were scheduled to vest upon
completion of specific targets (Permits – 157,391; Production – 157,390;
December 2016 – 559,802; Other – 115,888).
During the year ended January 31, 2016, there were 254,125 restricted share units settled with cash upon vesting (January 31, 2015 – nil). The current year period also includes 41,667 restricted share units and 23,000 restricted shares forfeited upon individuals ceasing to be eligible persons under the Plan.
During the year ended January 31,
2015, the Company issued 849,522 restricted share units which had a fair value
of $0.909 million to be expensed and capitalized over the vesting periods.
F-27
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
10.
|
Share Capital
-
Continued
|
The bonus share incentive plan was
established for the Company’s directors and key employees and was approved by
the disinterested shareholders at the Company’s shareholders’ meeting held on
May 28, 2004. The Company has authorized 3,640,000 bonus shares for the
achievement of Milestone 4 representing commencement of commercial production at
NorthMet at a time when the Company has not less than 50% ownership interest in
NorthMet. At the Company’s Annual General Meeting of shareholders held on June
17, 2008, the disinterested shareholders approved the bonus shares for Milestone
4. Regulatory approval is required prior to issuance of these shares. Details of
bonus shares are as follows:
|
|
|
|
Year
ended
|
|
|
Year ended
|
|
|
|
|
|
January 31, 2016
|
|
|
January 31, 2015
|
|
|
|
|
|
|
|
|
Authorized
|
|
|
|
|
|
Authorized
|
|
|
|
|
|
Allocated
|
|
|
& Unissued
|
|
|
Allocated
|
|
|
& Unissued
|
|
|
|
Outstanding – beginning of
year
|
|
3,150,000
|
|
|
3,640,000
|
|
|
3,540,000
|
|
|
3,640,000
|
|
|
|
Forfeited
|
|
-
|
|
|
-
|
|
|
(390,000
|
)
|
|
-
|
|
|
|
Outstanding – end of year
|
|
3,150,000
|
|
|
3,640,000
|
|
|
3,150,000
|
|
|
3,640,000
|
|
The fair value of these unissued bonus
shares is being amortized until the estimated date of issuance. During the year
ended January 31, 2016, the Company recorded $0.333 million amortization related
to Milestone 4 bonus shares (January 31, 2015 – $0.570 million), which was
capitalized to Mineral Property, Plant and Equipment. The prior year period
includes forfeiture by individuals upon ceasing to be an eligible person under
the Plan.
|
|
f)
|
Share Purchase Warrants
|
Details of share purchase warrants are
as follows:
|
|
|
|
Year
ended
|
|
|
Year ended
|
|
|
|
|
|
January 31, 2016
|
|
|
January 31, 2015
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Number of
|
|
|
Average
|
|
|
Number of
|
|
|
Average
|
|
|
|
|
|
Purchase
|
|
|
Exercise
|
|
|
Purchase
|
|
|
Exercise
|
|
|
|
|
|
Warrants
|
|
|
Price
|
|
|
Warrants
|
|
|
Price
|
|
|
|
Outstanding – beginning of
year
|
|
8,168,602
|
|
|
1.35
|
|
|
8,168,602
|
|
|
1.35
|
|
|
|
Expiration
(Note
5)
|
|
(1,249,315
|
)
|
|
1.30
|
|
|
-
|
|
|
-
|
|
|
|
Glencore Adjustments
(Note 7)
|
|
-
|
|
|
(0.48
|
)
|
|
-
|
|
|
-
|
|
|
|
Outstanding – end of year
|
|
6,919,287
|
|
|
1.01
|
|
|
8,168,602
|
|
|
1.35
|
|
On July 30, 2015, the Company amended
its previous financing arrangement with Glencore which included extending the
purchase warrant expiration date to the earlier of the Early Maturity Event or
December 31, 2016 and reducing the purchase price from $1.3022 per share to
$0.9292 per share. On December 15, 2015, the Company amended its previous
financing arrangements with Glencore which included extending the purchase
warrant expiration date to December 31, 2017 and reducing the purchase price
from $0.9292 per share to $0.8231 per share. See Note 7 for further discussion.
The outstanding share purchase
warrants have expiry periods between 0.41 and 1.92 years.
F-28
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
Details of net finance costs are as
follows:
|
|
|
|
Year ended
January 31
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
Convertible debt
(Notes 7 and
8)
|
$
|
2,535
|
|
$
|
1,484
|
|
$
|
1,459
|
|
|
|
Non-convertible
debt
(Notes 7 and 9)
|
|
2,515
|
|
|
343
|
|
|
549
|
|
|
|
Environmental rehabilitation provision
accretion
(Note 6)
|
|
1,663
|
|
|
1,639
|
|
|
1,521
|
|
|
|
Other finance costs
|
|
375
|
|
|
229
|
|
|
40
|
|
|
|
Total finance costs
|
$
|
7,088
|
|
|
3,695
|
|
|
3,569
|
|
|
|
Less: amounts capitalized on qualifying
assets
|
|
(5,050
|
)
|
|
(1,827
|
)
|
|
(2,008
|
)
|
|
|
Finance costs
|
$
|
2,038
|
|
|
1,868
|
|
|
1,561
|
|
|
|
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
Bank deposits
|
|
(21
|
)
|
|
(52
|
)
|
|
(96
|
)
|
|
|
Finance income
|
$
|
(21
|
)
|
|
(52
|
)
|
|
(96
|
)
|
|
|
Finance costs -
net
|
$
|
2,017
|
|
$
|
1,816
|
|
$
|
1,465
|
|
|
12.
|
Related Party Transactions
|
The Company conducted transactions with
senior management, directors and persons or companies related to these
individuals, and paid or accrued amounts, as follows:
|
|
|
|
Year ended January 31
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
Salaries and other short-term
benefits
|
$
|
1,825
|
|
$
|
1,509
|
|
$
|
1,718
|
|
|
|
Other long-term benefits
|
|
36
|
|
|
49
|
|
|
60
|
|
|
|
Share-based payment
(1)
|
|
-
|
|
|
1,093
|
|
|
2,366
|
|
|
|
Total
|
$
|
1,861
|
|
$
|
2,651
|
|
$
|
4,144
|
|
|
|
(1)
|
Share-based payment represents the fair value determined
at grant date to be expensed over the vesting period. Share-based payments
are described in Note 10.
|
There are agreements with key employees
that contain severance provisions for termination without cause or in the event
of a take-over. Other than the President and Chief Executive Officer, none
of PolyMet’s other directors has a service contract with the Company providing
for benefits upon termination of their employment.
As a result of Glencore’s ownership of
28.4% of the Company it is also a related party. PolyMet has entered into a
Technical Services Agreement with Glencore whereby PolyMet reimburses Glencore
for costs associated with providing technical support to PolyMet, primarily in
detailed project design and mineral processing where PolyMet requests assistance
under an agreed scope of work. During the year ended January 31, 2016, the
Company paid $3.350 million (January 31, 2015 - $nil) for services under this
agreement. Additional transactions with Glencore are described in Notes 7, 8,
and 9.
F-29
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
The effective tax rate differs from
the cumulative Canadian federal and provincial income tax rate due to the
following:
|
|
|
|
Year ended
January 31
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
Loss for the year before
taxes
|
$
|
(9,346
|
)
|
$
|
(7,276
|
)
|
$
|
(8,132
|
)
|
|
|
Canadian statutory tax rate
|
|
26.0%
|
|
|
26.0%
|
|
|
26.0%
|
|
|
|
Expected tax recovery
|
|
(2,430
|
)
|
|
(1,892
|
)
|
|
(2,114
|
)
|
|
|
Difference in foreign tax rates
|
|
(771
|
)
|
|
(407
|
)
|
|
(454
|
)
|
|
|
Non-deductible items
|
|
119
|
|
|
291
|
|
|
424
|
|
|
|
Change in unrecognized deferred tax and other items
|
|
3,082
|
|
|
2,008
|
|
|
2,144
|
|
|
|
Income Tax Expense / (Recovery)
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
b)
|
Deferred income tax assets and
liabilities
|
Deferred income tax assets and
liabilities have been recognized in respect of the following items:
|
|
|
|
Year ended
January 31
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
|
Non-capital loss carry
forward assets
|
$
|
31,488
|
|
$
|
25,952
|
|
|
|
Mineral property acquisition, exploration and
development costs
|
|
(31,488
|
)
|
|
(25,952
|
)
|
|
|
Other
|
|
-
|
|
|
-
|
|
|
|
Net
deferred income tax liabilities
|
$
|
-
|
|
$
|
-
|
|
Deferred income tax assets have not
yet been recognized in respect of the following items:
|
|
|
|
Year ended
January 31
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
|
Non-capital loss carry
forward assets
|
$
|
22,380
|
|
$
|
21,022
|
|
|
|
Capital loss carry forward assets
|
|
347
|
|
|
347
|
|
|
|
Intercompany receivable
assets
|
|
2,031
|
|
|
2,031
|
|
|
|
Other assets
|
|
1,074
|
|
|
1,056
|
|
|
|
Unrecognized deferred income tax assets
|
$
|
25,832
|
|
$
|
24,456
|
|
In each period since inception, the Company has recorded a valuation allowance for the full amount of the deferred tax asset, as the realization of the deferred tax asset is uncertain.
As of January 31, 2016, the Company
has Canadian non-capital loss carry forwards of approximately $24.5 million
(January 31, 2015 - $20.4 million) and US non-capital loss carry forwards of
approximately $115.1 million (January 31, 2015 - $100.6 million). The
non-capital loss carry forwards are available to reduce future income for tax
purposes and expire between 2019 and 2036, except for US state non-capital loss
carry forwards which expire between 2016 and 2031.
F-30
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
14.
|
Commitments and
Contingencies
|
In addition to items described
elsewhere in these financial statements:
|
|
a)
|
As at January 31, 2016, the Company had firm commitments
related to the environmental review process, land options, consultants,
and rent of approximately $2.3 million with the majority due over the next
year and the remainder due over three years.
|
|
|
|
|
|
|
b)
|
As at January 31, 2016, the Company had non-binding
commitments to maintain its mineral lease rights of $0.180 million with
all due in the next year.
|
|
|
|
|
|
|
c)
|
The following table lists the known contractual
obligations as at January 31, 2016:
|
|
|
Contractual
Obligations
|
|
Carrying
|
|
|
Contractual
|
|
|
Less than
|
|
|
1 – 3
|
|
|
3 – 5
|
|
|
More
than
|
|
|
|
|
|
Value
|
|
|
Cash flows
|
|
|
1 year
|
|
|
years
|
|
|
years
|
|
|
5 years
|
|
|
|
Accounts payable and accrued
liabilities
|
$
|
3,348
|
|
$
|
3,348
|
|
$
|
3,348
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
Convertible debt
(Note 8)
|
|
35,986
|
|
|
43,292
|
|
|
-
|
|
|
43,292
|
|
|
-
|
|
|
-
|
|
|
|
Non-convertible debt
(Note
9)
|
|
47,985
|
|
|
56,974
|
|
|
5,111
|
|
|
51,863
|
|
|
-
|
|
|
-
|
|
|
|
Commitments
|
|
-
|
|
|
2,243
|
|
|
2,068
|
|
|
175
|
|
|
-
|
|
|
-
|
|
|
|
Total
|
$
|
87,319
|
|
$
|
105,857
|
|
$
|
10,527
|
|
$
|
95,330
|
|
$
|
-
|
|
$
|
-
|
|
|
15.
|
Financial Instruments and Risk
Management
|
The Company’s financial instruments are
classified as loans and receivables, available for sale, and other financial
liabilities.
The carrying values of each
classification of financial instrument at January 31, 2016 are:
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
Loans and
|
|
|
Available
|
|
|
financial
|
|
|
Total
|
|
|
|
|
|
receivables
|
|
|
for sale
|
|
|
liabilities
|
|
|
carrying value
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
$
|
10,256
|
|
$
|
-
|
|
$
|
-
|
|
$
|
10,256
|
|
|
|
Amounts receivable
|
|
65
|
|
|
2,517
|
|
|
-
|
|
|
2,582
|
|
|
|
Total financial assets
|
$
|
10,321
|
|
$
|
2,517
|
|
$
|
-
|
|
$
|
12,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities
|
$
|
-
|
|
$
|
-
|
|
$
|
3,348
|
|
$
|
3,348
|
|
|
|
Convertible debt
|
|
-
|
|
|
-
|
|
|
35,986
|
|
|
35,986
|
|
|
|
Non-convertible debt
|
|
-
|
|
|
-
|
|
|
47,985
|
|
|
47,985
|
|
|
|
Total financial liabilities
|
$
|
-
|
|
$
|
-
|
|
$
|
87,319
|
|
$
|
87,319
|
|
F-31
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
15.
|
Financial Instruments and Risk Management
-
Continued
|
The carrying values of each
classification of financial instrument at January 31, 2015 are:
|
|
|
|
Loans and
|
|
|
Other financial
|
|
|
Total carrying
|
|
|
|
|
|
receivables
|
|
|
liabilities
|
|
|
value
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
$
|
9,301
|
|
$
|
-
|
|
$
|
9,301
|
|
|
|
Amounts receivable
|
|
381
|
|
|
-
|
|
|
381
|
|
|
|
Total financial assets
|
$
|
9,682
|
|
$
|
-
|
|
$
|
9,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities
|
$
|
-
|
|
$
|
2,673
|
|
$
|
2,673
|
|
|
|
Convertible debt
|
|
-
|
|
|
33,451
|
|
|
33,451
|
|
|
|
Non-convertible debt
|
|
-
|
|
|
12,469
|
|
|
12,469
|
|
|
|
Total financial liabilities
|
$
|
-
|
|
$
|
48,593
|
|
$
|
48,593
|
|
Fair Value Measurements
The fair value hierarchy prioritizes
the inputs to valuation techniques used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest priority
to unobservable inputs (Level 3 measurements). The three levels of the fair
value hierarchy are described below:
|
|
Level 1
|
–
|
Quoted prices (unadjusted) in active markets
for identical assets or liabilities.
|
|
|
Level 2
|
–
|
Inputs other than quoted prices included in
Level 1 that are observable for the asset or liability, either directly or
indirectly.
|
|
|
Level 3
|
–
|
Inputs for the asset or liability that are not
based on observable market data.
|
The fair values of cash, current
amounts receivable, and accounts payable and accrued liabilities approximate
their carrying amounts due to their short-term nature.
Risks Arising from Financial
Instruments and Risk Management
The Company’s activities expose it to a
variety of financial risks: market risk (including currency and interest rate),
credit risk, and liquidity risk. Reflecting the current stage of development of
the Company’s NorthMet Project, the overall risk management program focuses on
facilitating the Company’s ability to continue as a going concern and seeks to
minimize potential adverse effects on the Company’s ability to execute its
business plan.
Risk management is the responsibility
of executive management. Material risks are identified and monitored and are
discussed with the Audit Committee and the Board of Directors.
F-32
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
15.
|
Financial Instruments and Risk Management
-
Continued
|
Currency Risk
The Company incurs expenditures in
Canada and in the United States. The functional and reporting currency of the
Company and its subsidiary is the United States dollar. Foreign exchange risk
arises because the amount of Canadian dollar cash, amounts receivable, or
accounts payable and accrued liabilities will vary in United States dollar terms
due to changes in exchange rates.
As the majority of the Company’s
expenditures are in United States dollars, the Company has kept a significant
portion of its cash in United States dollars. The Company has not hedged its
exposure to currency fluctuations.
The Company was exposed to currency
risk through the following assets and liabilities denominated in Canadian
dollars:
|
|
|
|
January 31,
|
|
|
January 31,
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
|
Cash
|
$
|
134
|
|
$
|
90
|
|
|
|
Amounts receivables
|
|
10
|
|
|
8
|
|
|
|
Accounts payable and accrued liabilities
|
|
-
|
|
|
(8
|
)
|
|
|
Total
|
$
|
144
|
|
$
|
90
|
|
Based on the above net exposures, as at
January 31, 2016, a 10% change in the Canadian / United States exchange rate
would have impacted the Company’s loss by approximately $14,400.
Interest Rate Risk
Interest rate risk arises from interest
paid on floating rate debt and interest received on cash and short-term
deposits. The Company has not hedged any of its interest rate risk. The Company
currently capitalizes to qualifying assets the majority of interest charges, and therefore the risk
exposure is primarily on cash interest payable and net earnings in relation to
the subsequent depreciation of capitalized interest charges.
The Company was exposed to interest
rate risk through the following assets and liabilities:
|
|
|
|
January 31,
|
|
|
January 31,
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
|
Cash
|
$
|
10,256
|
|
$
|
9,301
|
|
|
|
Convertible debt
|
|
35,986
|
|
|
33,451
|
|
|
|
Non-convertible debt
|
$
|
47,985
|
|
$
|
7,855
|
|
Credit Risk
Credit risk arises on cash held with
banks and financial institutions, as well as credit exposure on outstanding
amounts receivable. The maximum exposure to credit risk is equal to the carrying
value of the financial assets of $12.838 million.
The Company’s cash is primarily held
through a large Canadian financial institution.
F-33
|
PolyMet Mining Corp.
|
|
Notes to Consolidated Financial Statements
|
|
As at January 31, 2016 and 2015 and for the years ended
January 31, 2016, 2015, and 2014
|
|
Tabular amounts in thousands of U.S. Dollars, except for
number of shares and price per share
|
|
|
|
15.
|
Financial Instruments and Risk Management
-
Continued
|
Liquidity Risk
Liquidity risk is the risk the Company
will not be able to meet its financial obligations as they become due and arises
through the excess of financial obligations over available financial assets due
at any point in time. The Company’s objective in managing liquidity risk is to
maintain sufficient readily available reserves in order to meet its liquidity
requirements at any point in time and is achieved by maintaining sufficient
cash. See additional discussion in Note 1.
Capital Management
The Company’s capital management
objective is to safeguard the Company’s ability to continue as a going concern
in order to pursue the development of its mineral property. In the management of
capital, the Company includes the components of shareholders’ equity,
convertible debt and non-convertible debt. The Company manages the capital
structure and makes adjustments to it depending on economic conditions and the
rate of anticipated expenditures. To maintain or adjust the capital structure,
the Company may attempt to issue new shares, issue new debt, acquire or dispose
of assets. The Company has no externally imposed capital requirements.
In order to assist in management of its
capital requirements, the Company prepares budgets that are updated as necessary
depending on various factors. The budgets are approved by the Company’s Board of
Directors.
Although the Company plans to have the
resources to carry out its plans and operations through January 31, 2017, it
does not currently have sufficient capital to meet its estimated project capital
expenditure requirements and is in discussions to arrange sufficient
capital to meet these requirements. During the upcoming fiscal year, the
Company’s objective is to identify the source or sources from which it will
obtain the capital required to complete the Project. See additional discussion
in Note 1.
On March 3, 2016, the Minnesota Department of Natural Resources issued its Record of Decision (“ROD”) that the Final Environmental Impact Statement (“EIS”) addresses the objectives defined in the EIS scoping review, meets procedural requirements, and responds appropriately to public comments. The 30-day period allowed by law to challenge the state’s ROD has passed without any legal challenge being filed.
The state’s decision also lays the foundation for permits to construct and operate the NorthMet Project. On April 19, 2016 the MDNR held a Pre-application Public Informational Meeting that included an overview of the NorthMet Project and the permit to mine process together with a summary of other state permits, such as tailings dam safety, water quality, air quality and wetlands. After consultation with the MDNR and the MPCA, PolyMet will begin to submit the various state permit applications that will be required to construct and operate the project.
F-34
ITEM 19. EXHIBITS
|
1.1
|
Certificate of
Incorporation
|
(4)
|
|
1.2
|
Certificate of Change of Name
|
(4)
|
|
1.3
|
Articles of Incorporation
|
(4)
|
|
4.1
|
Shareholder Rights Plan Agreement
|
(4)
|
|
4.2
|
Contract for Deed between us
and Cleveland Cliffs, Ohio, dated November 15, 2005
|
(4)
|
|
4.3
|
Contract for Deed between us and Cleveland
Cliffs, Ohio, dated December 20, 2006
|
(5)
|
|
4.4
|
Shareholder Rights Plan as
amended and restated
|
(6)
|
|
4.5
|
Omnibus Share Compensation Plan as amended and
restated
|
(11)
|
|
4.6
|
Purchase Agreement between us
and Glencore, dated October 31, 2008
|
(7)
|
|
4.7
|
Form of Floating Rate Secured Debenture between
us and Glencore dated October 31, 2008
|
(7)
|
|
4.8
|
Guarantee between PolyMet
Mining Corp. and Glencore, dated October 31, 2008
|
(7)
|
|
4.9
|
Security Agreement between PolyMet Mining Corp.
and Glencore, dated October 31, 2008
|
(7)
|
|
4.10
|
Security Agreement between Poly
Met Mining, Inc. and Glencore, dated October 31, 2008
|
(7)
|
|
4.11
|
Pledge Agreement between Poly Met Mining, Inc.
and Glencore, dated October 31, 2008
|
(7)
|
|
4.12
|
Amendment to Purchase Agreement
between us and Glencore dated October 20, 2009
|
(8)
|
|
4.13
|
Amendment to Purchase Agreement between us and
Glencore dated November 16, 2009
|
(8)
|
|
4.14
|
Amendment to Purchase Agreement
and Waiver between us and Glencore dated November 12, 2010
|
(9)
|
|
4.15
|
Form of Purchase Warrant between us and
Glencore dated November 12, 2010
|
(9)
|
|
4.16
|
Form of Purchase Warrant
between us and Glencore dated November 30, 2011
|
(10)
|
|
4.17
|
Amendment to Purchase Agreement and Waiver
between us and Glencore dated November 30, 2011
|
(10)
|
|
4.18
|
Amended and Restated Exchange
Warrant between us and Glencore dated December 6, 2011
|
(10)
|
|
4.19
|
Amendment to Purchase Agreement between us and
Glencore dated April 10, 2013
|
(13)
|
|
4.20
|
Amendment to Purchase Agreement
and Exchange Warrants between us and Glencore dated April 25, 2014
|
(15)
|
|
4.21
|
Amendment to Purchase Agreement between us and
Glencore dated January 28, 2015
|
(16)
|
|
4.22
|
Amendment to Purchase Agreement
between us and Glencore dated July 30, 2015
|
(17)
|
|
4.23
|
Amendment to Purchase Agreement between us and
Glencore dated December 15, 2015
|
(18)
|
60
|
|
*
|
Filed herewith.
|
|
|
(1)
|
Incorporated by reference to Item 4(c) –
Organizational Structure of this report.
|
|
|
(2)
|
Incorporated by reference to our Annual Report
on Form 20-F/A filed on July 7, 2005.
|
|
|
(3)
|
Incorporated by reference to our Annual Report
on Form 20-F filed on July 25, 2005.
|
|
|
(4)
|
Incorporated by reference to our Annual Report
on Form 20-F/A filed on July 31 2006.
|
|
|
(5)
|
Incorporated by reference to our Annual Report
on Form 20-F/A filed on May 31 2007.
|
|
|
(6)
|
Incorporated by reference to our Annual Report
on Form-20-F/A filed on August 27, 2008.
|
|
|
(7)
|
Incorporated by reference to our Report on Form
13-D filed on November 10, 2008.
|
|
|
(8)
|
Incorporated by reference to our Report on Form
6-K filed on November 23, 2009.
|
|
|
(9)
|
Incorporated by reference to our Report on Form
6-K filed on November 18, 2010.
|
|
|
(10)
|
Incorporated by reference to our Report on Form
6-K filed on December 7, 2011.
|
|
|
(11)
|
Incorporated by reference to our Report on Form
6-K filed on June 15, 2012.
|
|
|
(12)
|
Incorporated by reference to our Reports on
Form 6-K filed on April 5, 2013.
|
|
|
(13)
|
Incorporated by reference to our Report on Form
6-K filed on April 11, 2013.
|
|
|
(14)
|
Incorporated by reference to our Annual Report
on Form 20-F filed on April 22, 2013.
|
|
|
(15)
|
Incorporated by reference to our Report on Form
6-K filed on April 25, 2014.
|
|
|
(16)
|
Incorporated by reference to our Report on Form
6-K filed on February 2, 2015.
|
|
|
(17)
|
Incorporated by reference to our Report on Form
SC 13D filed on August 5, 2015.
|
|
|
(18)
|
Incorporated by reference to our Report on Form
6-K filed on December 21, 2015.
|
|
|
(19)
|
Incorporated by reference to our Report on Form
6-K filed on January 28, 2016.
|
61