Mr. Bruce Richardson reports
POLYMET RECEIVES INTERIM ORDER FOR PROPOSED ARRANGEMENT WITH GLENCORE AND PROVIDES DETAILS OF SHAREHOLDERS' MEETING
The Supreme Court of British Columbia has granted an interim order in connection with PolyMet Mining Corp.'s previously announced statutory plan of arrangement under Part 9, Division 5 of the Business Corporations Act (British Columbia), pursuant to which, among other things and subject to the satisfaction or waiver of all applicable conditions precedent, Glencore AG will acquire the approximately 17.8 per cent of the issued and outstanding common shares of the company that Glencore does not currently own for $2.11 (U.S.) in cash per share, subject to approval by PolyMet shareholders, final court approval and other customary closing conditions. The interim order authorizes the calling and holding of a special meeting of the company's shareholders.
The purchase price of $2.11 (U.S.) per share reflects a 167-per-cent premium to PolyMet's closing price of 79 U.S. cents per share on the NYSE American on June 30, 2023, being the last trading day prior to the announcement of Glencore's non-binding proposal to acquire PolyMet.
The board of directors of the company (excluding conflicted directors), unanimously determined that the arrangement is in the best interests of the company and fair to the holders of minority shares. The board recommends that the holders of minority shares vote in favour of the resolution relating to the arrangement at the special meeting.
Details of special meeting of shareholders and implementation of arrangement
The interim order authorizes and orders that the special meeting be held on Wednesday, Nov. 1, 2023, at 9 a.m. (PT) in person and in virtual format. Shareholders of record as of the close of business on Sept. 22, 2023, are entitled to receive notice of, to participate in and to vote their shares at the special meeting. The management proxy circular and related proxy materials in respect of the special meeting will be filed under PolyMet's profile on SEDAR+, and will be mailed to shareholders. A final Schedule 13E-3 transaction statement, which includes the circular and related proxy materials, will be filed with the U.S. Securities and Exchange Commission (SEC) and will be available under PolyMet's profile on EDGAR. Details of the special meeting and how shareholders, or their duly appointed proxyholders, can attend, access and participate in the special meeting will be set out in the circular.
Implementation of the arrangement is subject to the approval of: (i) at least two-thirds (66-2/3 per cent) of the votes cast by shareholders present in person, virtually present or represented by proxy at the special meeting, voting as a single class; and (ii) because the proposed arrangement is subject to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101), a simple majority (more than 50 per cent) of the votes cast by shareholders present in person, virtually present or represented by proxy at the special meeting, excluding the votes cast by Glencore and its affiliates, and the votes cast by holders of common shares of PolyMet otherwise required to be excluded, under MI 61-101.
In addition to the receipt of the requisite approval of the shareholders of the company, the completion of the arrangement is subject to the final approval of the arrangement by the court, and the satisfaction or waiver of the other customary conditions to completion of the arrangement.
About PolyMet Mining Corp.
PolyMet Mining is a mine development company holding a 50-per-cent interest in NewRange Copper Nickel LLC, a joint venture with Teck Resources Ltd. NewRange Copper Nickel holds the NorthMet and Mesaba copper, nickel, cobalt and platinum group metal (PGM) deposits, two globally significant clean energy mineral resources located in the Duluth complex in northeast Minnesota. The Duluth complex is one of the world's major, undeveloped copper, nickel and PGM metal mining regions. NorthMet is the first large-scale project to have received permits within the Duluth complex, however, legal challenges contesting various aspects of NorthMet's federal and state permits and decisions are continuing.
We seek Safe Harbor.
© 2025 Canjex Publishing Ltd. All rights reserved.