FLOATING RATE SECURED DEBENTURE, DUE SEPTEMBER 30, 2011 OF POLY MET MINING, INC.Glencore Holding Ag • November 10th, 2008 • Miscellaneous metal ores • New York
NOTICE IS HEREBY GIVEN that, pursuant to the terms of a floating rate secured debenture issued on October 31, 2008 (hereinafter referred to as the “Debenture”) issued by Poly Met Mining, Inc. (the “Corporation”), the Corporation intends to redeem and will redeem on the n day of n, 20nn (the “Redemption Date”) the Debenture at a price equal to the Redemption Cash Payment owing on the Redemption Date in accordance with Section 3(a) of the Debenture.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2008 • Glencore Holding Ag • Miscellaneous metal ores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of this 31st day of October, 2008, by and among POLYMET MINING CORP., a corporation incorporated under the laws of British Columbia (the “Company”), and the person identified as the Purchaser pursuant to that certain Purchase Agreement of even date herewith by and between the Company and such Purchaser (the “Purchase Agreement”).
SECURITY AGREEMENTSecurity Agreement • November 10th, 2008 • Glencore Holding Ag • Miscellaneous metal ores • New York
This SECURITY AGREEMENT (this “Agreement”), made as of the 31st day of October, 2008, by POLYMET MINING CORP., a corporation incorporated under the laws of British Columbia, having its principal place of business at 1177 West Hastings Street, Suite 1003, Vancouver, British Columbia, V6E 2K3 (“Grantor”); and in favour of Glencore AG, a corporation existing under the laws of Switzerland and having a place of business at Baarermattstrasse 3, CH-6341, Baar Switzerland (“Secured Party”);
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Debt Assignment Agreement • November 10th, 2008 • Glencore Holding Ag • Miscellaneous metal ores
THIS WARRANT DOES NOT REQUIRE PHYSICAL SURRENDER OF THE WARRANT IN THE EVENT OF A PARTIAL EXERCISE. AS A RESULT, FOLLOWING ANY EXERCISE OF ANY PORTION OF THIS WARRANT, THE NUMBER OF SHARES OF COMMON STOCK FOR WHICH THIS WARRANT MAY BE EXERCISED MAY BE LESS THAN THE NUMBER OF SHARES SET FORTH BELOW.
PLEDGE AGREEMENTPledge Agreement • November 10th, 2008 • Glencore Holding Ag • Miscellaneous metal ores • New York
This PLEDGE AGREEMENT (this “Agreement”) is made as of October 31, 2008, by PolyMet Mining Corp., a corporation incorporated under the laws of British Columbia, having its principal place of business at 1177 West Hastings Street, Suite 1003, Vancouver, British Columbia, V6E 2K3 (“Pledgor”), in favour of Glencore AG, a corporation existing under the laws of Switzerland, having its principal place of business at Baarermattstrasse 3, CH-6341, Baar, Switzerland (the “Secured Party”).
PARENT GUARANTEEParent Guarantee • November 10th, 2008 • Glencore Holding Ag • Miscellaneous metal ores • New York
PARENT GUARANTEE, dated as of October 31, 2008 (this “Guarantee”), made by PolyMet Mining Corp. (the “Guarantor”), in favor of the purchaser signatory (the “Purchaser”) to that certain Purchase Agreement, dated as of the date hereof, between the Guarantor, Poly Met Mining, Inc., a Minnesota corporation (the “Company”) and the Purchaser.
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Glencore Holding Ag • November 10th, 2008 • Miscellaneous metal ores
THIS WARRANT DOES NOT REQUIRE PHYSICAL SURRENDER OF THE WARRANT IN THE EVENT OF A PARTIAL EXERCISE. AS A RESULT, FOLLOWING ANY EXERCISE OF ANY PORTION OF THIS WARRANT, THE NUMBER OF SHARES OF COMMON STOCK FOR WHICH THIS WARRANT MAY BE EXERCISED MAY BE LESS THAN THE NUMBER OF SHARES SET FORTH BELOW.
JOINT FILING AGREEMENTJoint Filing Agreement • November 10th, 2008 • Glencore Holding Ag • Miscellaneous metal ores
The undersigned acknowledge and agree that the foregoing Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
PURCHASE AGREEMENTPurchase Agreement • November 10th, 2008 • Glencore Holding Ag • Miscellaneous metal ores • New York
This Purchase Agreement (“Agreement”) is made as of the 31st day of October, 2008, by and among POLYMET MINING CORP., a corporation existing under the laws of British Columbia (the “Company”), POLY MET MINING, INC. (the “Issuer”), a corporation existing under the laws of the State of Minnesota and GLENCORE AG, a corporation existing under the laws of Switzerland (the “Purchaser”).
