FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of
MAY 2019
Commission File Number: 001-32929
POLYMET MINING CORP.
(Translation of registrant's name into English)
100 King Street, Suite 5700
Toronto, ON Canada M5X 1C7
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ ] Form 20-F [ X ] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
EXPLANATORY NOTE
This report on Form 6-K and attached exhibit are incorporated by reference into Registration Statement No. 333-192208 and No. 333-231254 and this report on Form 6-K shall be deemed a part of such registration statement from the date on which this report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished by PolyMet Mining Corp. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
SUBMITTED HEREWITH
Exhibits
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Notice of Annual General Meeting of Shareholders
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99.2
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Management Information Circular
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99.3
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Form of Proxy
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99.4
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Voting Instruction Form
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99.5
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Notice and Access
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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PolyMet Mining Corp.
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(Registrant)
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Date: May 17, 2019
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By:
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/s/ Jonathan Cherry
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Jonathan Cherry
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Title:
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President and CEO
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1.
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to receive the 2018 Annual Information Form, including the audited consolidated financial statements for the twelve months ended
December 31, 2018 and the report of the auditor on those financial statements;
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2.
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to elect nine directors to hold office until the close of the next annual meeting of shareholders;
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3.
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to appoint PricewaterhouseCoopers LLP as the auditor to hold office until the close of the next annual meeting of shareholders
and to authorize the Board of Directors to fix the remuneration to be paid to the auditor; and
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4.
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to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
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ONLINE:
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www.proxyvote.com |
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TELEPHONE:
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1-800-690-6903 |
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FACSIMILE: | 1-866-623-5305 (For Canadian Shareholders only) |
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MAIL:
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Broadridge Financial c/o Vote Processing, 51 Mercedes Way, Edgewood NY 11707 |
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By Order of the Board of Directors |
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signed “Jonathan Cherry” |
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Jonathan Cherry |
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President & Chief Executive Officer |
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to elect nine directors to hold office until the close of the next annual meeting of shareholders; and
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•
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to appoint PricewaterhouseCoopers LLP as the auditor to hold office until the close of the next annual meeting of shareholders
and to authorize the Board of Directors to fix the remuneration to be paid to the auditors.
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•
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To vote in
person at the Meeting
, please come to the Meeting and you will receive an attendance card when you arrive.
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•
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To vote by
proxy over the telephone
, please call 1-800-690-6903 up until 11:59 p.m. Eastern Time on Monday, June 24, 2019.
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•
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To vote using
a Form of Proxy
, please complete, sign, date and return your Form of Proxy in accordance with the instructions on the Form of Proxy.
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To vote by
proxy online,
go to
www.proxyvote.com
and follow the online voting instructions and refer to your holder account number and proxy access number provided on the Form of Proxy.
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•
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To vote using
the voting instruction form
, simply complete and return the voting instruction form in accordance with its instructions.
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•
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To vote in
person at the Meeting
, you must instruct Broadridge if you are a non-objecting beneficial owner, or your intermediary if you are an objecting beneficial owner, to appoint you as proxyholder.
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must be, for at least the six-month period immediately before the day on which the shareholder submits the
proposal, the registered holder or the beneficial owner of the number of Common Shares:
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–
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that is equal to at least 1% of the total number of outstanding Common Shares, as of the day on which the
shareholder submits the proposal; or
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–
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whose fair market value, as determined at the close of business on the day before the shareholder submits the proposal, is at
least $2,000; or
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•
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must have the support of persons who, in the aggregate, and not-including the person that submits the proposal, have been, for at
least the six-month period immediately before the day on which the shareholder submits the proposal, the registered holders, or the beneficial owners of the number of Common Shares:
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–
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that is equal to at least 1% of the total number of outstanding Common Shares, as of the day on which the shareholder submits the
proposal; or
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–
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whose fair market value, as determined at the close of business on the day before the shareholder submits the proposal, is at
least $2,000.
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•
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the name and address of the person and of the person’s supporters, if applicable; and
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•
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the number of Common Shares held or owned by the person and the person’s supporters, if applicable, and the date the Common
Shares were acquired.
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•
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by phone
:
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1-800-693-6903, or
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• |
by mail
:
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51 Mercedes Way, Edgewood, New York 11717 |
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by phone
:
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1-416-915-4149;
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•
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by email
:
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info@polymetmining.com
,
or
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•
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by mail
:
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First Canadian Place, 100 King Street West, Suite 5700, Toronto, Ontario M5X 1C7
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1.
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Presentation of Financial
Statements
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2.
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Election
of Directors
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Name, Province/State and Country of Residence
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Director Since
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Position with PolyMet
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Number of Common Shares
Beneficially Owned, Controlled or
Directed, Directly or Indirectly
(1)
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Dennis M. Bartlett
(2. 5, 6)
Arizona, United States |
July 19, 2017
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Director
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Nil
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Jonathan Cherry
(5, 6)
Minnesota, United States |
July 16, 2012
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Director,
President &
Chief Executive Officer
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1,342,168
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Mike Ciricillo
(5, 6)
Arizona, United States |
July 19, 2017
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Director
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Nil
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Dr. David Dreisinger
(3, 4, 5, 6)
British Columbia, Canada |
October 3, 2003
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Director
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359,169
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W. Ian L. Forrest
(2, 3, 4)
Vaud, Switzerland |
October 3, 2003
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Director, Chairman
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2,862,141
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Helen Harper
(3, 4, 5, 6)
Ontario, Canada |
July 13, 2016
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Director
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10,000
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Alan R. Hodnik
(2, 5)
Minnesota, United States |
March 9, 2011
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Director
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233,141
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Stephen Rowland
(2, 4)
Connecticut, United States |
October 30, 2008
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Director
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232,641
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Michael M. Sill
(3, 4)
Minnesota, United States |
March 9, 2011
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Director
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496,175
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Notes: | (1) | The information as to the number of Common Shares owned, controlled or directed, directly or indirectly, has been based upon information provided by each of the proposed nominees for director and reports filed on the System for Electronic Disclosure by Insiders (SEDI) at www.sedi.ca . |
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(2) |
Member of the Compensation Committee. Stephen Rowland is a non-voting participant of this committee.
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(3) |
Member of the Audit Committee. Helen Harper is a non-voting participant of this committee.
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(4) |
Member of the Nominating and Corporate Governance Committee. Helen Harper and Stephen Rowland are non-voting participants of this committee.
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(5) |
Member of the
H
ealth, Safety, Environment and Communities Committee.
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(6) |
Member of the Technical Steering Committee.
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3.
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Appointment
of Auditors
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4.
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Other Business
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Year Ended
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Executive Compensation Related Fees
(US$) |
All Other Fees
(US$) |
December 31, 2018
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67,500
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Nil
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December 31, 2017
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35,900
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Nil
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•
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align the short-term and long-term interests of its management team with those of its shareholders;
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•
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attract and retain highly qualified executives;
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motivate performance and recognize and reward contribution to the success of PolyMet as measured by the accomplishment of
specific performance objectives; and
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ensure that a significant proportion of compensation is at risk and directly linked to the success of PolyMet.
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•
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March 2016 – MDNR determined that the Final EIS addresses the objectives defined in the EIS scoping review, meets procedural
requirements and responds appropriately to public comments demonstrating the NorthMet Project can be constructed and operated in compliance with state and federal standards. The 30-day period allowed by law to challenge the state’s
decision passed without any legal challenge being filed;
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•
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July 2016 – the Company submitted applications for water-related permits required to construct and operate NorthMet. The Eastern
Region Regional Office of the USFS issued its response to comments on the Draft ROD for the land exchange and instructed the Superior National Forest to proceed with completing the Final ROD;
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•
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October 2016 – the Company closed the initial tranche of a private placement of 25,963,167 units for gross proceeds of $19.5
million and a second tranche of a private placement of 14,111,251 units for gross proceeds of $10.6 million pursuant to Glencore’s right to maintain its pro rata ownership;
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•
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January 2017 – the USFS issued its Final ROD authorizing a land exchange to transfer title to the surface rights over and around
the NorthMet mineral rights to PolyMet in exchange for certain other lands owned by PolyMet;
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August and September 2017 - the MDNR released six draft water appropriation permits and two draft dam safety permits;
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September 2017 – the Company issued and committed to issue to Glencore secured debentures with a total principal amount of $20
million;
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•
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January 2018 - the MDNR released its draft Permit to Mine and the MPCA released its draft water quality permit, draft section 401
certification, and draft air emissions permit;
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March 2018 - the Company and Glencore agreed to extend the term of outstanding debentures until March 31, 2019, reduce the
interest rate on the outstanding debentures, and make available $80 million in additional debentures;
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•
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March 2018 - the Company issued an updated Technical Report under NI 43-101 incorporating process improvements, project
improvements, and environmental controls described in the Final EIS and draft permits. The update also included detailed capital costs, operating costs, and economic valuation for the mine plan being permitted as well as an assessment
of potential future opportunities;
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•
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June 2018 - the Company and USFS completed the land exchange for approximately 6700 acres giving the Company control over both
surface and mineral rights in and around the NorthMet ore body and consolidating the Superior National Forest’s land holdings in northeast Minnesota;
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•
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November 2018 - the Company received all MDNR permits for NorthMet for which the Company had applied, including the Permit to
Mine, dam safety, water appropriations, endangered and threatened species takings, and public waters work permits, along with Wetland Conservation Act approval;
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•
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December 2018 - the Company received all MCPA permits for NorthMet for which the Company had applied, including the MPCA water
quality (NPDES/SDS) and air quality permits and the Clean Water Act Section 401 quality certification;
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Name
and principal position |
Year Ended
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Salary
(US$) |
Share-
based awards (US$) (1) |
Option-
based awards (US$) (2) |
Non-equity
Annual
incentive
plans
(US$)
|
Pension
value (US$) (3) |
All other
compensation (US$) |
Total
compensation (US$) |
Jonathan Cherry
President and Chief Executive Officer |
Dec 2018
Dec 2017 Jan 2017 |
412,000
377,700 396,900 |
343,500
Nil 590,600 |
349,400
Nil 625,800 |
556,200
412,000 421,000 |
15,900
14,600 15,900 |
Nil
Nil Nil |
1,677,000
804,300 2,050,200 |
Patrick Keenan
(4)
Chief Financial Officer |
Dec 2018
Dec 2017 Jan 2017 |
320,000
173,300
Nil |
152,400
200,000
Nil |
156,200
200,000
Nil |
216,000
100,500
Nil |
15,900
8,000
Nil |
Nil
Nil
Nil |
860,500
681,800
Nil |
Bradley Moore
Executive Vice President, Environmental
and Governmental Affairs
|
Dec 2018
Dec 2017
Jan 2017 |
217,300
199,300
210,700 |
120,800
Nil
236,200 |
122,700
Nil
249,100 |
141,300
114,100
111,800 |
13,100
12,000
12,600 |
Nil
16,600
Nil |
615,200
342,000
820,400 |
Ryan Vogt
Corporate Controller |
Dec 2018
Dec 2017
Jan 2017 |
178,000
163,200
172,600 |
79,100
Nil
99,300 |
80,500
Nil
105,600 |
85,500
71,200
55,900 |
10,700
9,800
10,400 |
Nil
Nil
Nil |
433,800
244,200
443,800 |
Andrew Ware
Chief Geologist |
Dec 2018
Dec 2017
Jan 2017 |
165,500
145,900
154,900 |
38,900
Nil
67,600 |
38,300
Nil
71,900 |
103,400
99,500
81,100 |
9,900
8,700
9,300 |
Nil
Nil
Nil |
356,000
254,100
384,800 |
Notes: | (1) | Share-based awards: Balances represent shares valued using the Company’s share price the day prior to the grant. Although the Company’s practice is to grant long term equity-based awards at the start of each calendar year, due to blackouts, awards for 2017 were granted January 5, 2017, and awards for 2018 were granted March 30, 2018. This resulted in no awards being reflected in the eleven months ended December 31, 2017 but two awards being reflected in the year ended January 31, 2017. |
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Cherry: On February 1, 2016, Mr. Cherry was granted 392,442 restricted share units valued at $298,200 with vesting on February 1, 2018. On January 5,
2017, Mr. Cherry was granted 389,815 restricted share units valued at $292,400 with vesting on January 5, 2019. On March 30, 2018, Mr. Cherry was granted 394,768 restricted share units valued at $343,500 with 123,715 vesting on
production and the remaining 271,053 vesting on March 30, 2020.
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Keenan: On June 15, 2017, Mr. Keenan was granted 327,869 restricted share units valued at $200,000 with 109,290 vesting on June 15, 2018, 109,290 vesting
on June 15, 2019, and 109,289 vesting on June 15, 2020. On March 30, 2018, Mr. Keenan was granted 175,104 restricted share units valued at $152,400 with 80,075 vesting on production and the remaining 95,029 vesting on March 30,
2020.
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Moore: On February 1, 2016 Mr. Moore was granted 174,593 restricted stock units valued at $132,700 with vesting on February 1, 2018. On January 5, 2017,
Mr. Moore was granted 138,056 restricted share units valued at $103,500 with vesting on January 5, 2019. On March 30, 2018, Mr. Moore was granted 138,840 restricted share units valued at $120,800 with 43,511 vesting on production
and the remaining 95,329 vesting on March 30, 2020.
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Vogt: On February 1, 2016 Mr. Vogt was granted 62,500 restricted stock units valued at $47,500 with vesting on February 1, 2018. On January 5, 2017, Mr.
Vogt was granted 69,012 restricted share units valued at $51,800 with vesting on January 5, 2019. On March 30, 2018, Mr. Vogt was granted 90,973 restricted share units valued at $79,100 with 28,510 vesting on production and the
remaining 62,463 vesting on March 30, 2020.
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Ware: On February 1, 2016 Mr. Ware was granted 39,254 restricted stock units valued at $29,800 with vesting on February 1, 2018. On January 5, 2017, Mr.
Ware was granted 50,366 restricted share units valued at $37,800 with vesting on January 5, 2019. On March 30, 2018, Mr. Ware was granted 44,643 restricted share units valued at $38,900 with vesting on March 30, 2020.
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(2) |
Option-based awards: The fair value of each option is estimated as at the date of grant using the Black-Scholes pricing model. Although the Company’s
practice is to grant long term equity-based awards at the start of each calendar year, due to blackouts awards for 2017 were granted January 5, 2017, and awards for 2018 were granted March 30, 2018. This resulted in no awards
being reflected in the eleven months ended December 31, 2017 but two awards being reflected in the year ended January 31, 2017.
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Cherry: On February 1, 2016, Mr. Cherry was granted 1,147,000 stock options with immediate vesting. These options expire February 1, 2021 and have an
exercise price of $0.7600. The fair value of $304,800 was determined using the following key assumptions: risk free interest rate of 1.01%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of
55.87%, and estimated life of 2.50 years. On January 5, 2017, Mr. Cherry was granted 1,212,000 stock options with immediate vesting. These options expire January 5, 2022 and have an exercise price of $0.7500. The fair value of
$321,000 was determined using the following key assumptions: risk free interest rate of 1.30%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 56.08%, and estimated life of 2.50 years. On
March 30, 2018, Mr. Cherry was granted 688,000 stock options with immediate vesting. These options expire March 30, 2023 and have an exercise price of $0.8700. The fair value of $235,200 was determined using the following key
assumptions: risk free interest rate of 2.33%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 61.80%, and estimated life of 2.50 years. On March 30, 2018, Mr. Cherry was also granted
314,000 stock options with vesting on production. These options expire March 30, 2023 and have an exercise price of $0.8700. The fair value of $114,200 was determined using the following key assumptions: risk free interest rate
of 2.39%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 59.93%, and estimated life of 3.00 years.
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Keenan: On June 15, 2017, Mr. Keenan was granted 300,000 stock options vesting on June 15, 2018. These options expire June 15, 2023 and have an
exercise price of $0.6100. The fair value of $65,800 was determined using the following key assumptions: risk free interest rate of 1.42%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of
57.06%, and estimated life of 2.50 years. On June 15, 2017, Mr. Keenan was also granted 300,000 stock options vesting on June 15, 2019. These options expire June 15, 2023 and have an exercise price of $0.6100. The fair value of
$65,800 was determined using the following key assumptions: risk free interest rate of 1.42%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 57.06%, and estimated life of 2.50 years. On
June 15, 2017, Mr. Keenan was also granted 300,000 stock options vesting on June 15, 2020. These options expire June 15, 2023 and have an exercise price of $0.6100. The fair value of $68,400 was determined using the following
key assumptions: risk free interest rate of 1.49%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 53.91%, and estimated life of 3.0 years. On March 30, 2018, Mr. Keenan was granted
241,000 stock options with immediate vesting. These options expire March 30, 2023 and have an exercise price of $0.8700. The fair value of $82,400 was determined using the following key assumptions: risk free interest rate of
2.33%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 61.80%, and estimated life of 2.50 years. On March 30, 2018, Mr. Keenan was also granted 203,000 stock options with vesting on
production. These options expire March 30, 2023 and have an exercise price of $0.8700. The fair value of $73,800 was determined using the following key assumptions: risk free interest rate of 2.39%, expected dividend yield of
zero, expected forfeiture rate of zero, expected volatility of 59.93%, and estimated life of 3.00 years.
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Moore: On February 1, 2016, Mr. Moore was granted 510,000 stock options with immediate vesting. These options expire February 1, 2021 and have an
exercise price of $0.7600. The fair value of $135,500 was determined using the following key assumptions: risk free interest rate of 1.01%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility
of 55.87%, and estimated life of 2.50 years. On January 5, 2017, Mr. Moore was granted 429,000 stock options with immediate vesting. These options expire January 5, 2022 and have an exercise price of $0.7500. The fair value
of $113,600 was determined using the following key assumptions: risk free interest rate of 1.30%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 56.08%, and estimated life of 2.50
years. On March 30, 2018, Mr. Moore was granted 242,000 stock options with immediate vesting. These options expire March 30, 2023 and have an exercise price of $0.8700. The fair value of $82,700 was determined using the
following key assumptions: risk free interest rate of 2.33%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 61.80%, and estimated life of 2.50 years. On March 30, 2018, Mr. Moore was
also granted 110,000 stock options with vesting on production. These options expire March 30, 2023 and have an exercise price of $0.8700. The fair value of $40,000 was determined using the following key assumptions: risk free
interest rate of 2.39%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 59.93%, and estimated life of 3.00 years.
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|
Vogt: On February 1, 2016, Mr. Vogt was granted 183,000 stock options with immediate vesting. These options expire February 1, 2021 and have an
exercise price of $0.7600. The fair value of $48,600 was determined using the following key assumptions: risk free interest rate of 1.01%, expected dividend yield of zero, expected forfeiture rate of zero, expected
volatility of 55.87%, and estimated life of 2.50 years. On January 5, 2017, Mr. Vogt was granted 215,000 stock options with immediate vesting. These options expire January 5, 2022 and have an exercise price of $0.7500. The
fair value of $57,000 was determined using the following key assumptions: risk free interest rate of 1.30%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 56.08%, and estimated life
of 2.50 years. On March 30, 2018, Mr. Vogt was granted 159,000 stock options with immediate vesting. These options expire March 30, 2023 and have an exercise price of $0.8700. The fair value of $54,300 was determined using
the following key assumptions: risk free interest rate of 2.33%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 61.80%, and estimated life of 2.50 years. On March 30, 2018, Mr. Vogt
was also granted 72,000 stock options with vesting on production. These options expire March 30, 2023 and have an exercise price of $0.8700. The fair value of $26,200 was determined using the following key assumptions: risk
free interest rate of 2.39%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 59.93%, and estimated life of 3.00 years.
|
|
|
Ware: On February 1, 2016, Mr. Ware was granted 115,000 stock options with immediate vesting. These options expire February 1, 2021 and have an
exercise price of $0.7600. The fair value of $30,600 was determined using the following key assumptions: risk free interest rate of 1.01%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of
55.87%, and estimated life of 2.50 years. On January 5, 2017, Mr. Ware was granted 156,000 stock options with immediate vesting. These options expire January 5, 2022 and have an exercise price of $0.7500. The fair value of
$41,300 was determined using the following key assumptions: risk free interest rate of 1.30%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 56.08%, and estimated life of 2.50 years. On
March 30, 2018, Mr. Ware was granted 112,000 stock options with immediate vesting. These options expire March 30, 2023 and have an exercise price of $0.8700. The fair value of $38,300 was determined using the following key
assumptions: risk free interest rate of 2.33%, expected dividend yield of zero, expected forfeiture rate of zero, expected volatility of 61.80%, and estimated life of 2.50 years.
|
|
(3) |
Pension value: Balances represent Company contributions under 401K pension plan.
|
|
(4) |
Mr. Keenan was appointed Chief Financial Officer on June 15, 2017.
|
December 2018
Burn Rate |
December 2017
Burn Rate
|
January 2017
Burn Rate |
|
Omnibus Plan
|
1.2%
|
1.0%
|
2.6%
|
Option-based Awards
|
Share-based Awards
|
||||||
Name and
Principal Position
|
Number of securities
underlying unexercised options (#) |
Option
exercise price (US$) |
Option
expiration date |
Value of vested
unexercised
in-the-money
options (US$)
(1)
|
Number of shares
or units
of shares
that have not vested (#) (2) |
Market or payout
value
of share-based
awards
that have not
vested (US$)
|
|
Unvested Vested
|
|||||||
Jonathan Cherry
President and Chief Executive Officer
|
833,333
Nil Nil Nil Nil
314,000
|
1,666,667
562,000 502,000
1,147,000
1,212,000
688,000
|
0.7613
0.9800 1.0700
0.7600
0.7500
0.8700
|
Jun. 21, 2022
Jan. 17, 2024 Jan. 5, 2020
Feb. 1, 2021
Jan. 5, 2022
Mar. 30, 2023
|
81,167
Nil
Nil
57,350
72,720
Nil
|
784,583
|
635,512
|
Patrick Keenan
Chief Financial Officer |
Nil
300,000 300,000
203,000
|
300,000
Nil
Nil
241,000
|
0.6100
0.6100
0.6100
0.8700
|
Jun. 15, 2023
Jun. 15. 2023 Jun. 15, 2023
Mar. 30, 2023
|
60,000
Nil
Nil
Nil
|
393,683
|
318,883
|
Bradley Moore
Executive Vice President, Environmental
and Governmental Affairs
|
Nil
Nil
Nil
Nil Nil Nil
110,000
|
300,000
100,000 160,000 138,000
510,000
429,000
242,000
|
1.8816
1.0318 0.9800 1.0700 0.7600 0.7500
0.8700
|
Jan. 25, 2021
Mar. 8, 2022 Jan. 17, 2024 Jan. 5, 2020 Feb. 1, 2021 Jan. 5, 2022
Mar. 30, 2023
|
Nil
Nil
Nil
Nil
25,500
25,740
Nil
|
276,896
|
224,286
|
Ryan Vogt
Corporate Controller |
Nil
Nil
Nil
Nil
Nil
Nil
72,000
|
100,000
50,000 85,000
72,000
183,000
215,000
159,000
|
1.0058
0.8671
0.9800
1.0700 0.7600 0.7500
0.8700
|
Apr. 2, 2022
Jul. 25, 2022
Jan 17, 2024
Jan. 5, 2020 Feb. 1, 2021 Jan. 5, 2022
Mar. 30, 2023
|
Nil
Nil
Nil
Nil
9,150
12,900
Nil
|
159,985
|
129,588
|
Andrew Ware
Chief Geologist |
Nil
Nil Nil Nil Nil
Nil
|
100,000
85,000 109,000
115,000
156,000
112,000
|
0.9972
0.9800 1.0700 0.7600 0.7500
0.8700
|
Apr. 3, 2023
Jan. 17, 2024 Jan. 5, 2020 Feb. 1, 2021 Jan. 5, 2022
Mar. 30, 2023
|
Nil
Nil
Nil
5,750
9,360
Nil
|
95,009
|
76,957
|
Notes: | (1) | Represents the cumulative value of unexercised in-the-money options at December 31, 2018 for each NEO. |
|
(2) |
Represents Restricted Stock and Restricted Stock Units.
|
Named Executive Officer
|
Title
|
Termination Without
Cause (US$)
|
Termination Change in
Control (US$)
|
Jonathan Cherry
|
President and Chief Executive Officer
|
2,402,400
|
2,402,400
|
Patrick Keenan
|
Chief Financial Officer
|
1,286,000
|
1,286,000
|
Bradley Moore
|
Executive Vice President, Environmental and Governmental Affairs
|
897,900
|
897,900
|
Ryan Vogt
|
Corporate Controller
|
303,300
|
303,300
|
Director Name
|
Fees Earned
(US$)
|
Option
Awards (#)
|
Option
Awards (US$)
(1)
|
Share-based
Awards
(US$)
|
All other
Compensation
(US$)
|
Total (US$)
|
W. Ian L. Forrest
|
55,000
|
Nil
|
Nil
|
44,400
|
Nil
|
99,400
|
Dennis Bartlett
|
45,000
|
Nil
|
Nil
|
44,400
|
Nil
|
89,400
|
Mike Ciricillo
|
45,000
|
250,000
|
153,500
|
51,500
|
Nil
|
250,000
|
Dr. David Dreisinger
|
45,000
|
Nil
|
Nil
|
44,400
|
Nil
|
89,400
|
Helen Harper
|
45,000
|
Nil
|
Nil
|
44,400
|
Nil
|
89,400
|
Alan R. Hodnik
|
50,000
|
Nil
|
Nil
|
44,400
|
Nil
|
94,400
|
Stephen Rowland
|
45,000
|
Nil
|
Nil
|
44,400
|
Nil
|
89,400
|
Michael M. Sill
|
50,000
|
Nil
|
Nil
|
44,400
|
Nil
|
94,400
|
Notes: | (1) | The fair value of each option is estimated as at the date of grant using the Black-Scholes pricing model. |
Director Name
|
Number of securities
underlying unexercised options (#) |
Option
exercise price (US$) |
Option
expiration date |
Value of vested
unexercised
in-the-money
options (US$)
(1)
|
Number of shares
or units
of shares
that have not vested (#) (2) |
Market or payout
value of share-based
awards
that have not
vested
(US$)
|
|
Unvested
|
Vested
|
||||||
Dennis Bartlett
|
Nil
|
250,000
|
0.6600
|
Jul. 20, 2027
|
37,500
|
42,254
|
34,226
|
Mike Ciricillo
|
Nil
|
250,000
|
1.2200
|
Mar. 2, 2028
|
Nil
|
42,254
|
34,226
|
Dr. David Dreisinger
|
Nil
Nil
Nil |
150,000
150,000
300,000
|
0.7110
0.7977
0.9800 |
Feb. 17, 2019
Jan. 7, 2023
Dec. 16, 2023 |
14,850
1,845
Nil
|
73,119
|
59,226
|
W. Ian L. Forrest
|
Nil
Nil
|
150,000
300,000
|
0.7110
0.9800
|
Feb. 17, 2019
Dec. 16, 2023
|
14,850
Nil
|
73,119
|
59,226
|
Helen Harper
|
Nil
|
250,000
|
0.7600
|
Jul. 14, 2026
|
12,500
|
73,119
|
59,226
|
Alan R. Hodnik
|
Nil
Nil Nil |
250,000
200,000 300,000 |
1.7689
1.0318 0.9800 |
Mar. 10, 2021
Mar. 8, 2022 Dec. 16, 2023 |
Nil
Nil
Nil
|
73,119
|
59,226
|
Stephen Rowland
|
Nil
Nil Nil |
250,000
300,000 200,000 |
1.0318
0.9800 0.9300 |
Mar. 8, 2022
Dec. 16, 2023 Jan. 9, 2024 |
Nil
Nil
Nil
|
73,119
|
59,226
|
Michael M. Sill
|
Nil
Nil Nil |
250,000
200,000 300,000 |
1.7689
1.0318 0.9800 |
Mar. 10, 2021
Mar. 8, 2022 Dec. 16, 2023 |
Nil
Nil
Nil
|
73,119
|
59,226
|
Notes: | (1) |
Represents the cumulative value of unexercised in-the-money options at December 31, 2018 for
each director.
|
|
(2) | Represents Restricted Stock Units and Deferred Stock Units. |
Director Name
|
Option-based awards -
Value
vested during the year
(US$) |
Share-based awards -
Value
vested during the year
(US$) |
Non-equity incentive plan
compensation -
Value earned during the year
(US$) |
Dennis Bartlett
|
Nil
|
Nil
|
Nil
|
Mike Ciricillo
|
Nil
|
Nil
|
Nil
|
Dr. David Dreisinger
|
Nil
|
34,600
|
Nil
|
W. Ian L. Forrest
|
Nil
|
34,600
|
Nil
|
Helen Harper
|
Nil
|
Nil
|
Nil
|
Alan R. Hodnik
|
Nil
|
34,600
|
Nil
|
Stephen Rowland
|
Nil
|
34,600
|
Nil
|
Michael M. Sill
|
Nil
|
34,600
|
Nil
|
Plan Category
|
Number of securities to be
issued upon exercise of
outstanding options and
rights under compensation
plans as at December 31, 2018
|
Weighted-average exercise price
of outstanding options and
rights under compensation plans
as at December 31, 2018
(US$)
|
Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in first column)
under compensation plans
as at December 31, 2018
(4)
|
Equity compensation plans approved by securityholders
(1)
|
23,348,909
|
0.90
|
4,748,098
|
Equity compensation plans approved by securityholders
(2)
|
3,640,000
|
N/A
|
Nil
|
Equity compensation plans not approved by securityholders
(
3)
|
2,500,000
|
0.76
|
Nil
|
Total
|
29,488,909
|
N/A
|
4,748,098
|
Notes: | (1) | Includes the Omnibus Plan. |
|
(2) | Includes the Share Bonus Plan. |
|
(3) | On June 21, 2012, Mr. Cherry was granted 2,500,000 options pursuant to the exception under section 613(c) of the TSX Company Manual. 833,334 options vested on June 21, 2012, 833,333 options vested December 6, 2013; and 833,333 options vest upon receipt of permits needed to commence construction of the NorthMet Project, which occurred on March 22, 2019. |
|
(4) | Based on 10% of the Company’s issued and outstanding shares as at December 31, 2018 less options, bonus shares, restricted shares, restricted share units and deferred share units outstanding as at December 31, 2018. 2,500,000 options are excluded pursuant to the exception under section 613(c) of the TSX Company Manual. |
|
By Order of the Board of Directors |
|
|
|
signed “Jonathan Cherry” |
|
|
|
Jonathan Cherry |
|
President & Chief Executive Officer |
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
|||||
1.
|
Board of Directors
|
|||||
(a)
|
Disclose the identity of directors who are independent.
|
The Board of Directors have determined that Dennis Bartlett, Dr. David Dreisinger, W. Ian L. Forrest, Alan R. Hodnik and Michael M.
Sill are “independent”.
Under the Canadian Securities Administrators’
National Instrument 58-101 – Disclosure of Corporate Governance Practices
, a director is “independent” if he or she has no direct or indirect material relationship with the Company that could, in the view of
the Board of Directors, be reasonably expected to interfere with the exercise of that director’s independent judgment.
|
||||
(b)
|
Disclose the identity of directors who are not independent, and describe the basis for that determination.
|
The Board of Directors has determined that Jonathan Cherry, Mike Ciricillo,
Helen Harper
and Stephen Rowland are not independent. Mr. Cherry serves as the President and Chief Executive Officer. Mr.
Ciricillo, Mrs. Harper and Mr. Rowland are representatives of Glencore and the Board of Directors has chosen to deem them not independent at this time.
|
||||
(c)
|
Disclose whether or not a majority of directors are independent.
|
A majority of the Directors are independent.
|
||||
(d)
|
If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a
foreign jurisdiction, identify both the director and the other issuer.
|
The Directors who are directors of other reporting issuers (or the equivalent) are:
|
||||
Name
|
Reporting Issuer
|
|||||
Mike Ciricillo
|
Katanga Mining Limited
|
|||||
Dr. David Dreisinger
|
Euro Manganese Inc.
Search Minerals, Inc.
LeadFX Inc. |
|||||
Alan R. Hodnik
|
ALLETE, Inc.
|
|||||
(e)
|
Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members
of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent directors do not
hold such meetings, describe what the board does to facilitate open and candid discussion among its independent directors.
|
The
independent directors meet without management and
non-independent directors present, at each in person meeting of the Board and such other times as the independent directors deem necessary. Other than in person, meetings may also take place formally or informally over the telephone or
electronically by way of e-mail. During the period from January 1, 2018 to December 31, 2018, the independent directors met in person without management and the non-independent directors seven times.
|
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
|||||
(f)
|
Disclose whether or not the Chair of the board is an independent director. If the board has a chair or lead director who is an
independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the board has neither a chair that is independent nor a lead director that is independent,
describe what the board does to provide leadership for its independent directors.
|
The Chairman of the Board, W. Ian L. Forrest is an independent director.
The roles and responsibilities of the Chairman are to provide effective Board leadership, oversee all aspects of the Company’s
direction and administration and ensure that the Board carries out its responsibilities effectively and build a healthy corporate governance culture.
|
||||
(g)
|
Disclose the attendance record of each director for all board meetings held since the beginning of the issuer’s most recently
completed financial year.
|
The attendance record of each of the present directors for all Board of Directors meetings for the period January 1, 2018 to
December 31, 2018 is as follows:
|
||||
Name
|
Attendance
|
|||||
Dennis Bartlett
|
7/7
|
|||||
Jonathan Cherry
|
7/7
|
|||||
Mike Ciricillo
|
6/7
|
|||||
Dr. David Dreisinger
|
7/7
|
|||||
W. Ian L. Forrest
|
7/7
|
|||||
Helen Harper
|
7/7
|
|||||
Alan R. Hodnik
|
7/7
|
|||||
Stephen Rowland
|
5/7
|
|||||
Michael Sill
|
7/7
|
|||||
2.
|
Board Mandate
– Disclose the
text of the board’s written mandate. If the board does not have a written mandate, describe how the board delineates its role and responsibilities.
|
A copy of the Board Mandate can be found on the
Company’s website at
www.polymetmining.com
.
|
||||
3.
|
(a)
|
Position Descriptions
Disclose whether or not the board has developed written position descriptions for the chair and the chair of each board committee.
If the board has not developed written position descriptions for the chair and/or the chair of each board committee, briefly describe how the board delineates the role and responsibilities of each such position.
|
The Board of Directors have developed a written position for the Chair and the committee Chairs. The Charter of each committee
sets out the responsibilities, duties and authority of all committee members.
|
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
||||
(b)
|
Disclose whether or not the board and Chief Executive Officer have developed a written position description for the Chief Executive
Officer. If the board and Chief Executive Officer have not developed such a position description, briefly describe how the board delineates the role and responsibilities of the Chief Executive Officer.
|
The Board of Directors and the Chief Executive Officer have developed a written position description of the Chief Executive
Officer.
|
|||
4.
|
(a)
|
Orientation and Continuing Education
Briefly describe what measures the board takes to orient new directors regarding:
(i) the role of the board, its committees and its directors, and
(ii) the nature and operation of the issuer’s business.
|
New directors receive orientation, commensurate with their previous experience, on the business, technology and industry and on the
responsibilities of directors. In addition, they also receive a manual, which includes the Company’s charters, mandates, codes and policies (the “Manual”).
Orientation as to the nature and operation of the issuer’s business occurs through various means, including presentations by
management and employees to give the directors additional insight into the business.
|
||
(b)
|
Briefly describe what measures, if any, the board takes to provide continuing education for its directors. If the board does not
provide continuing education, describe how the board ensures that its directors maintain the skill and knowledge necessary for them to meet their obligations as directors.
|
Continuing education is provided to the directors through the following means: 1) review and supply of revisions to the Manual; 2)
regular updates on the Company’s business; 3) notifications of changes in regulatory environment or director roles and responsibilities; 4) encouragement and funding to attend courses and conferences that will increase their own and the
Board of Directors’ effectiveness.
|
|||
5.
|
(a) |
Ethical Business Conduct
Disclose whether or not the board has adopted a written code for the directors, officers and employees. If the board has adopted a
written code:
|
The Board of Directors have adopted a written Code of Business Conduct and Ethics, (the “Code”), for its directors, officers and
employees.
|
||
(i)
disclose how an interested party may obtain a copy of the written code.
|
A copy of the Code can be found on the Company’s
website at
www.polymetmining.com
.
|
||||
(ii)
describe how the board monitors compliance with its code, or if the board does not monitor compliance, explain whether and how the board ensures compliance
with its code; and
|
The Board monitors compliance with the Code through its Audit Committee and the Corporate Secretary. In addition to answering
questions or concerns regarding the Code, the Corporate Secretary is responsible for: investigating possible violations of the Code (in conjunction with the Audit Committee) and ensuring that new directors, officers and employees are
given a copy of the Code including any referenced policies.
|
||||
(iii)
provide a cross-reference to any material change report(s) filed since the beginning of the issuer’s most recently completed financial year that pertains to
any conduct of a director or executive officer that constitutes a departure from the code.
|
No material change reports have been filed by the Company since January 1, 2019, the beginning of the most recently completed
financial year, that pertain to any conduct of a director or executive officer that constitutes a departure from the Code.
|
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
||||
(b)
|
Describe any steps the board takes to ensure directors exercise independent judgement in considering transactions and agreements in
respect of which a director or executive officer has a material interest.
|
The Board of Directors takes measures to exercise independent judgment in considering transactions and agreements in respect of
which any of the directors or executive officers may have a material interest. Where appropriate, directors absent themselves from portions of a meeting of the Board of Directors or of a board committee to allow independent discussion of
points in issue.
The Company complies with the relevant provisions under the
Business Corporations Act
(British Columbia) dealing with conflict of interest situations. Through directors’ and officers’ questionnaires and other systems, the Company gathers and monitors relevant
information in relation to potential conflicts of interest a director or officer may have.
|
|||
(c)
|
Describe any other steps the board takes to encourage and promote a culture of ethical business conduct.
|
The Board evaluates and ensures the integrity of the Chief Executive Officer and other executive officers, and ensures that the
Chief Executive Officer and other executive officers create a culture of integrity and conduct themselves in an ethical manner and in compliance with applicable laws and rules, audit and accounting principles, and governing policies.
The directors, officers and employees are reminded on an annual basis that they are responsible for reading, understanding and
complying with the Code and related policies and, in the case of directors, also with the Board Mandate.
|
|||
6.
|
(a)
|
Nomination of Directors
Describe the process by which the board identifies new candidates for board nomination.
|
The Nominating and Corporate Governance Committee has the primary responsibility for identifying, evaluating, reviewing and
recommending qualified candidates to serve on the Board, including consideration of any potential conflicts of interest as well as applicable independence and experience requirements.
In making its recommendations to the Board of Director nominees, the Nominating and Corporate Governance Committee considers what
competencies and skills the Board as a whole should possess, it assesses what competencies and skills each existing director possesses, and then it assesses what competencies and skills each nominee will bring to the Board and whether
such nominee is independent and can devote sufficient time and resources to his or her duties as a Board member.
|
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
||||
(b)
|
Disclose whether or not the board has a nominating committee composed entirely of independent directors. If the board does not have
a nominating committee composed entirely of independent directors, describe what steps the board takes to encourage an objective nomination process.
|
The Nominating and Corporate Governance Committee consists of Dr. David Dreisinger, W. Ian L. Forrest and Michael M. Sill, all of whom
are independent directors. Helen Harper and Stephen Rowland are also non-voting participants of the Nominating and Corporate Governance Committee and are deemed non-independent.
The Nominating and Corporate Governance Committee provides the Board with recommendations of each nominee and specify
qualifications, including personal qualities, characteristics, skills, experience, accomplishments, reputation, current knowledge in the countries and communities in which PolyMet operates business, as well as consider the ability to
commit adequate time and resources to the Company.
|
|||
(c)
|
If the board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.
|
A copy of the Nominating and Corporate Governance Committee Charter
can be found on the Company’s website at
www.polymetmining.com
The Nominating and Corporate Governance Committee has full access to Company books, facilities, records and personnel to allow it
to discharge its responsibilities, and may retain the advice and assistance of those internal or external legal, accounting or other advisors it deems necessary or appropriate.
|
|||
7.
|
(a)
|
Compensation
Describe the process by which the board determines the compensation for your company’s directors and officers.
|
Compensation for directors and officers is determined
by the Compensation Committee. In determining compensation for the directors, the Compensation Committee internally reviews director compensation paid by companies with a comparable profile to PolyMet.
In determining compensation for officers, the Compensation Committee utilizes
the process described in the Management
Information
Circular under the heading “Statement of Executive Compensation - Objectives Executive
Compensation”.
|
||
(b)
|
Disclose whether or not the board has a compensation committee composed entirely of independent directors. If the board does not
have a compensation committee composed entirely of independent directors, describe what steps the board takes to ensure an objective process for determining such compensation.
|
The Compensation Committee is composed of independent directors. The members of the Committee are W. Ian L. Forrest, Alan R. Hodnik
and Dennis Bartlett. Stephen Rowland is also a non-voting participant of the Compensation Committee and is deemed non-independent.
The Compensation Committee provides the Board with recommendations regarding the appointment, performance, succession and
remuneration of officers, succession and leadership plans, remunerations and compensation policies.
|
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
||||
(c)
|
If the board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.
|
A copy of the Compensation Committee Charter can be
found on the Company’s website at
www.polymetmining.com
The Compensation Committee has full access to Company books, facilities, records and personnel to allow it to discharge its
responsibilities, and may retain the advice and assistance of those internal or external legal, accounting or other advisors it deems necessary or appropriate.
|
|||
(d)
|
If a compensation consultant or advisor has, at any time since the beginning of the issuer’s most recently completed financial
year, been retained to assist in determining compensation for any of the issuer’s directors and officers, disclose the identity of the consultant or advisor and briefly summarize the mandate for which they have been retained. If the
consultant or advisor has been retained to perform any other work for the issuer, state that fact and briefly describe the nature of the work.
|
Compensation consultant, The Human Well, has been retained since August 2012 to assist the Compensation Committee and Board of
Directors in determining salaries, director compensation, cash incentives and share based incentives and to assess the effectiveness of PolyMet’s incentive plans in contributing to corporate performance. The Human Well will continue to
provide PolyMet with these similar compensation consulting services for the current fiscal year.
|
|||
8.
|
Other Board Committees -
If
the board has standing committees other than the audit, compensation and nominating committees identify the committees and describe their function.
|
The Company has a Health, Safety, Environment and Communities Committee whose purpose is to ensure that PolyMet conducts its
activities in a way that will promote sustainable development, protect human life and the preservation of the environment. While the Company is not yet in production, the committee and board recognize that climate change is a worldwide
concern and will develop a climate change strategy to provide an understanding of climate change risks applicable to the Company, how to monitor and mitigate those risks and what impact they will have on the environment, infrastructure
and site closure plans. The Company monitors applicable risks and maintains a risk register, which includes various social and environmental matters.
A copy of the charter can be found on the Company’s
website at
www.polymetmining.com
The members of the
Health, Safety, Environment
and Communities Committee
are Dennis Bartlett, Jonathan Cherry, Mike Ciricillo, Dr. David Dreisinger, Helen Harper and Alan R. Hodnik.
The Company also has a Technical Steering Committee whose purpose is to oversee the development of production of PolyMet mining
projects. The Committee reviews and assess the mine plan, financial model, project construction and operations.
The members of the Technical Steering Committee are Dennis Bartlett, Jonathan Cherry, Mike Ciricillo, Dr. David Dreisinger and
Helen Harper.
|
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
||||
9.
|
Assessments –
Disclose
whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If
assessments are not regularly conducted, describe how the board satisfies itself that it, its committees, and individual directors are performing effectively.
|
The Nominating and Corporate Governance Committee is mandated to ensure that the contributions of Board members, committees of the
Board, and the Board as a whole, are reviewed on an annual basis. To facilitate this annual assessment, the Board reviews an Annual Assessment Report and Questionnaires for the Board and each of its committees.
|
|||
10.
|
Director Term Limits and Other
Mechanisms of Board Renewal
- Disclose whether or not the issuer has adopted term limits for the directors on its board or other mechanisms of board renewal and, if so, include a description of those director term limits or
other mechanisms of board renewal. If the issuer has not adopted director term limits or other mechanisms of board renewal, disclose why it has not done so.
|
The Company has not adopted term limits for the Board of Directors. The Nominating and Corporate Governance Committee considers a
number of factors when re-nominating incumbent directors or nominating new directors, including (i) personal qualities, characteristics, skills, experiences, accomplishments and reputation in the business community; (ii) current knowledge
and contacts relevant to the Company's business; (iii) ability and willingness to commit adequate time and resources to Board and committee matters; and (iv) compliance with all legal and regulatory requirements of a Board member.
|
|||
11.
|
Policies Regarding the Representation on the Board
|
||||
(a)
|
Disclose whether the issuer has adopted a written policy relating to the identification and nomination of women directors. If the
issuer has not adopted such a policy, disclose why it has not done so.
|
The Company has not adopted a written policy relating to the identification and nomination of women directors. The Nominating and
Corporate Governance Committee recommends Board nominations based on qualifications, regardless of gender. The Company values the diversity of the Board and are committed to providing equal opportunity in all aspects of the Company.
|
|||
(b)
|
If an issuer has adopted a policy referred to in (a), disclose the following in respect of the policy: (i) a short summary of its
objectives and key provisions, (ii) the measures taken to ensure that the policy has been effectively implemented, (iii) annual and cumulative progress by the issuer in achieving the objectives of the policy, and
(iv) whether and, if so, how the board or its nominating committee measures the effectiveness of the policy.
|
N/A
|
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
||||
12.
|
Consideration of the Representation
of Women in the Director Identification and Selection Process -
Disclose whether and, if so, how the board or nominating committee considers the level of representation of women on the board in identifying and nominating
candidates for election or re-election to the board. If the issuer does not consider the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board, disclose the
issuer’s reasons for not doing so.
|
The Nominating and Corporate Governance Committee recommends Board nominations based on qualifications, regardless of gender. The
Company values the diversity of the Board and are committed to providing equal opportunity in all aspects of the Company.
|
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13.
|
Consideration Given to the
Representation of Women in Executive Officer Appointments -
Disclose whether and, if so, how the issuer considers the level of representation of women in executive officer positions when making executive officer appointments. If
the issuer does not consider the level of representation of women in executive officer positions when making executive officer appointments, disclose the issuer’s reasons for not doing so.
|
Officer appointments are based on qualifications, regardless of gender. The Company values diversity and are committed to
providing equal opportunity in all aspects of the Company.
|
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14.
|
Issuer’s Targets Regarding the Representation of Women on the Board and in Executive Officer Positions –
|
||||
For purposes of this Item, a “target” means a number or percentage, or a range of numbers or percentages, adopted by the issuer of
women on the issuer’s board or in executive officer positions of the issuer by a specific date.
|
|||||
(a)
|
Disclose whether the issuer has adopted a target regarding women on the issuer’s board. If the issuer has not adopted a target,
disclose why it has not done so.
|
The Company does not have a “target” regarding women on its Board. Board appointments are based on qualifications, regardless of
gender. The Company values diversity and is committed to providing equal opportunity in all aspects of the Company.
|
|||
(b)
|
Disclose whether the issuer has adopted a target regarding women in executive officer positions of the issuer. If the issuer has not
adopted a target, disclose why it has not done so.
|
The Company does not have a “target” regarding of women in executive officer positions. Officer appointments are based on
qualifications, regardless of gender. The Company values diversity and is committed to providing equal opportunity in all aspects of the Company.
|
|||
(c)
|
If the issuer has adopted a target referred to in either (b) or (c), disclose: (i) the target, and (ii) the annual and cumulative
progress of the issuer in achieving the target.
|
N/A
|
CORPORATE GOVERNANCE DISCLOSURE
REQUIREMENT
|
CORPORATE
GOVERNANCE PRACTICES |
||||
15.
|
Number of Women on the Board and in Executive Officer Positions
|
||||
(a)
|
Disclose the number and proportion (in percentage terms) of directors on the issuer’s board who are women.
|
One out of nine (11%)
|
|||
(b)
|
Disclose the number and proportion (in percentage terms) of executive officers of the issuer, including all major subsidiaries of the
issuer, who are women.
|
One out of five (20%)
|