SEC Form SC 13D/A filed by Polymet Mining Corporation (Amendment)

Page 1 of 28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 25)*

PolyMet Mining Corp.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

731916102

(CUSIP Number)

Stephen Rowland

Glencore International AG

Baarermattstrasse 3

CH-6340 Baar

Switzerland

+41 41 709 2000

With copies to:

Matias Vega, Esq.

Curtis, Mallet-Prevost, Colt & Mosle LLP

101 Park Avenue

New York, NY 10178

(212) 696-6000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 15, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 731916102 

CUSIP No. 731916102

CUSIP No. 731916102

Explanatory Note:

This Amendment No. 25 (this “Amendment No. 25”) amends and restates the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) by Glencore Holding AG, Glencore International AG and Glencore AG on November 10, 2008, and amended by Amendment No. 1 thereto filed on December 24, 2008, Amendment No. 2 thereto filed on June 22, 2009, Amendment No. 3 thereto filed on September 4, 2009, Amendment No. 4 thereto filed on November 3, 2009, Amendment No. 5 thereto filed on November 23, 2009, Amendment No. 6 thereto filed on January 27, 2010, Amendment No. 7 thereto filed on November 15, 2010, Amendment No. 8 thereto filed on June 2, 2011 (which amendment removed Glencore Holding AG as a Reporting Person and added Glencore International plc (now known as Glencore plc) as a Reporting Person), Amendment No. 9 thereto filed on July 15, 2011, Amendment No. 10 thereto filed on December 6, 2011, Amendment No. 11 thereto filed on October 16, 2012, Amendment No. 12 thereto filed on April 16, 2013, Amendment No. 13 thereto filed on June 10, 2013, Amendment No. 14 thereto filed on July 8, 2013, Amendment No. 15 thereto filed on April 29, 2014, Amendment No. 16 thereto filed on August 5, 2015, Amendment No. 17 thereto filed on December 18, 2015, Amendment No. 18 thereto filed on September 19, 2016, Amendment No. 19 thereto filed on November 1, 2016, Amendment No. 20 thereto filed on April 4, 2018, Amendment No. 21 thereto filed on March 29, 2019, Amendment No. 22 thereto filed on May 13, 2019, Amendment No. 23 thereto filed on July 8, 2019, and Amendment No. 24 thereto filed on April 8, 2020 (as so amended, the “Statement”) relating to the common shares, no par value (“Common Shares”), of PolyMet Mining Corp., a corporation incorporated under the laws of the Province of British Columbia, Canada (the “Issuer”). This Amendment No. 25 reflects changes to Items 3, 4 and 5 of the Statement.

Item 1   Security and Issuer

This Schedule 13D relates to the common shares, without par value (the “Common Shares”), of PolyMet Mining Corp., a corporation incorporated under the laws of the Province of British Columbia, Canada. The Issuer’s principal executive office is located at First Canadian Place, 100 King Street West, Suite 5700, Toronto, Ontario Canada M5X 1C7.

Item 2    Identity and Background

This Schedule 13D is being filed by (a) Glencore plc (formerly known as Glencore Xstrata plc) (“Glencore plc”), (b) Glencore International AG (“Glencore International”) and (c) Glencore AG (collectively, the “Reporting Persons”). Glencore plc is a company organized under the laws of Jersey. Each of Glencore International and Glencore AG is a company organized under the laws of Switzerland.

Glencore plc is a public company with its ordinary shares listed on the London Stock Exchange and the Johannesburg Stock Exchange. Glencore plc is the parent company of Glencore International which, together with its subsidiaries, including Glencore AG, is a leading integrated producer and marketer of natural resources, with worldwide activities in the production, refinement, processing, storage, transport and marketing of metals and minerals, energy products and agricultural products. Each of the Reporting Persons other than Glencore plc is a direct or indirect wholly-owned subsidiary of Glencore plc. Glencore AG is a direct wholly-owned subsidiary of Glencore International.

The address of the principal business and office of each of the Reporting Persons is Baarermattstrasse 3, CH-6340, Baar, Switzerland.

The name, citizenship, occupation and principal business address of each director and executive officer of the Reporting Persons are listed in Schedule 1 hereto (the “Schedule 1 Persons”), which Schedule 1 is incorporated herein by reference.

During the last five years, none of the Reporting Persons, or, to the Reporting Persons’ knowledge, any of the Schedule 1 Persons, has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.    Source and Amount of Funds or Other Consideration

On October 31, 2008, Glencore AG, the Issuer and the Issuer’s wholly owned subsidiary, Poly Met Mining, Inc., a Minnesota corporation (the “Issuer Subsidiary”), entered into a purchase agreement (the “Original Purchase Agreement”), as amended by a letter agreement (“Amendment No. 1”), dated as of November 28, 2008, and as further amended by a letter agreement (“Amendment No. 2”), dated as of December 12, 2008, a letter agreement (“Amendment No. 3”), dated as of December 19, 2008, a letter agreement (“Amendment No. 4”), dated as of January 30, 2009, a letter agreement (“Amendment No. 5”), dated as of February 24, 2009, a letter agreement (“Amendment No. 6”), dated as of March 30, 2009, a letter agreement (“Amendment No. 7”), dated as of April 28, 2009, a letter agreement (“Amendment No. 8”), dated as of June 4, 2009, a letter agreement (“Amendment No. 9”), dated as of August 31, 2009, a letter agreement (“Amendment No. 10”), dated as of October 20, 2009, and a letter agreement (“Amendment No. 11”), dated as of November 16, 2009 (the Original Purchase Agreement, as amended, the “Purchase Agreement”), which provided for, among other things, Glencore AG’s purchase of up to US$50,000,000 in aggregate principal amount of floating rate secured debentures due September 30, 2011 issued by the Issuer Subsidiary (collectively, the “Debentures”).

The initial closing of the transactions contemplated by the Original Purchase Agreement occurred on October 31, 2008. At the initial closing, the Issuer Subsidiary issued to Glencore AG an initial tranche of US$7,500,000 of the Debentures (the “Tranche A Debenture”). Subsequently, the Issuer Subsidiary issued to Glencore AG a second tranche of US$7,500,000 of the Debentures (the “Tranche B Debenture”) on December 22, 2008, a third tranche of US$5,000,000 of the Debentures (the “Tranche C Debenture”) on June 17, 2009 and a fourth tranche of US$5,000,000 of the Debentures (the “Tranche D Debenture”) on August 31, 2009. The Original Purchase Agreement had also provided for a fifth tranche of US$25,000,000 of the Debentures (the “Tranche E Debenture”) to be issued to Glencore AG upon the satisfaction of additional closing conditions set forth in the Original Purchase Agreement.

The Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture initially bore interest at a rate equal to the 12-month US dollar LIBOR plus 4%. Interest is payable in cash or by increasing the principal amount of such Debentures. On or before September 30, 2009, the Issuer was able to elect in which form to make the interest payments; thereafter, Glencore AG may make such election. The Issuer has guaranteed the Issuer Subsidiary’s obligations under such Debentures pursuant to a Parent Guarantee (the “Parent Guarantee”), dated as of October 31, 2008. The Issuer Subsidiary’s obligations under such Debentures are secured by (i) the assets of the Issuer pursuant to a security agreement (the “Issuer Security Agreement”), dated as of October 31, 2008, between the Issuer and Glencore AG, (ii) the assets of the Issuer Subsidiary pursuant to a security agreement (the “Issuer Subsidiary Security Agreement”), dated as of October 31, 2008, between the Issuer Subsidiary and Glencore AG, and (iii) a security interest in the Issuer’s equity interest in the Issuer Subsidiary pursuant to a pledge agreement (the “Pledge Agreement”), dated as of October 31, 2008, between the Issuer and Glencore AG.

In connection with the Original Purchase Agreement, on October 31, 2008, the Issuer issued to Glencore AG an exchange warrant pursuant to which the Debentures were exchangeable into Common Shares at any time at an exchange rate of US$4.00 per Common Share for the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture, and an exchange rate of US$2.65 per Common Share for the Tranche E Debenture (the “Original Exchange Warrant”).

In connection with the Original Purchase Agreement, on October 31, 2008, the Issuer issued to Glencore AG a purchase warrant entitling Glencore AG to purchase 6,250,000 Common Shares at an exercise price of US$3.00 per Common Share (the “2008 Purchase Warrant”).

Concurrently with the issuance of the Tranche A Debenture and the 2008 Purchase Warrant, the Issuer and Glencore AG entered into a Registration Rights Agreement (the “2008 Registration Rights Agreement”). The 2008 Registration Rights Agreement granted Glencore AG demand and piggyback registration rights with respect to Common Shares issuable upon exercise of the Original Exchange Warrant and/or exercise of the 2008 Purchase Warrant.

Pursuant to a subscription agreement, dated as of November 17, 2009, between Glencore AG and the Issuer (the “First 2009 Subscription Agreement”), Glencore AG acquired from the Issuer, on a private placement basis, 3,773,585 Common Shares for an aggregate purchase price of US$10,000,000.25 (or US$2.65 per Common Share). Pursuant to another subscription agreement, dated as of November 23, 2009, between Glencore AG and the Issuer (the “Second 2009 Subscription Agreement”), on January 26, 2010, Glencore AG acquired from the Issuer, on a private placement basis, 5,660,377 Common Shares for an aggregate purchase price of US$14,999,999.05 (or US$2.65 per Common Share).

On November 12, 2010, the Issuer, the Issuer Subsidiary and Glencore AG entered into an amendment and waiver agreement (the “2010 Amendment and Waiver”) pursuant to which the parties agreed, among other things, to:

On November 12, 2010, as contemplated by the 2010 Amendment and Waiver, the Issuer issued to Glencore AG a purchase warrant entitling Glencore AG to purchase 3,000,000 Common Shares at an exercise price of US$2.00 per Common Share until December 31, 2015 (the “2010 Purchase Warrant”).

In accordance with the terms of the 2010 Amendment and Waiver, the Issuer and Glencore AG also entered into a registration rights agreement, dated as of November 12, 2010 (the “2010 Registration Rights Agreement”), pursuant to which Glencore AG (and any transferee of Common Shares to whom Glencore AG transfers its registration rights) was granted demand and piggyback registration rights with respect to all Common Shares held by Glencore AG, including any Common Shares issuable upon exercise of the 2010 Purchase Warrant and/or exercise of the Original Exchange Warrant. The 2010 Registration Rights Agreement provides that the Issuer must effect an unlimited number of demand registration rights if holders of at least fifty percent (50%) of such registrable securities demand the registration of Common Shares covering at least twenty-five percent (25%) of the outstanding amount of such registrable securities (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed US$5,000,000); provided, however, the Issuer is not obligated to effect (i) a registration covering the sale of Common Shares for an aggregate public offering price of less than US$5,000,000, (ii) more than two such registrations in any twelve-month period or (iii) any registration at a time when it is keeping three such registration statements effective.

Concurrently, Glencore AG and the Issuer entered into a Subscription Agreement, dated as of November 12, 2010 (the “2010 Subscription Agreement”), pursuant to which Glencore AG agreed to purchase from the Issuer, on a private placement basis, an aggregate of 15,000,000 Common Shares for a purchase price of US$2.00 per Common Share in three separate tranches of 5,000,000 Common Shares each.

On January 17, 2011, pursuant to the first tranche of the 2010 Subscription Agreement, Glencore AG acquired from the Issuer, on a private placement basis, 5,000,000 Common Shares for an aggregate purchase price of US$10,000,000 (or US$2.00 per Common Share).

The Issuer’s board of directors waived applicable provisions of the Issuer’s amended and restated shareholder rights plan agreement with respect to Glencore AG’s purchase of the remaining second and third tranches of the 2010 Subscription Agreement.

On July 15, 2011, pursuant to the second tranche of the 2010 Subscription Agreement, Glencore AG acquired an additional 5,000,000 Common Shares from the Issuer for an aggregate purchase price of US$10,000,000 (or US$2.00 per Common Share). Concurrently, Glencore AG granted a waiver to the Issuer pursuant to which Glencore AG waived the application of certain covenants contained in the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture to the secured loan provided by the Iron Range Resources and Rehabilitation Board to the Issuer Subsidiary that previously closed on June 28, 2011 (the “IRRRB Loan Waiver”).

On October 15, 2012, pursuant to the remaining third tranche of the 2010 Subscription Agreement, Glencore AG acquired an additional 5,000,000 Common Shares from the Issuer for an aggregate purchase price of US$10,000,000 (or US$2.00 per Common Share).

On July 15, 2011, Glencore AG acquired pursuant to a private transaction 9,200,547 Common Shares at a price of US$1.4233 per share. These shares were purchased from Cliffs Erie L.L.C. (“Cliffs”) in accordance with the Issuer’s right to arrange for a purchaser of the shares upon notice from Cliffs of its desire to sell the shares. The purchase was made pursuant to a share purchase agreement, which was previously filed with the SEC as an exhibit to the Statement, and is hereby incorporated herein by reference.

In connection with Glencore AG’s purchase from Cliffs, the Issuer’s board of directors waived applicable provisions of the Issuer’s amended and restated shareholder rights plan agreement with respect to Glencore AG becoming the beneficial owner of more than 20% of the outstanding voting shares of the Issuer as a result of the purchases described above.

On December 6, 2011, pursuant to a subscription agreement, dated as of November 30, 2011, between Glencore AG and the Issuer (the “2011 Subscription Agreement”), Glencore AG acquired from the Issuer, on a private placement basis, an aggregate of 13,333,333 Common Shares and a warrant entitling Glencore AG to purchase up to an aggregate of 2,600,000 Common Shares at an exercise price of US$1.50 per Common Share until December 31, 2015 (the “2011 Purchase Warrant”) for an aggregate purchase price of US$19,999,999.50.

In connection with the 2011 Subscription Agreement, on December 6, 2011, an amendment and waiver agreement, dated as of November 30, 2011, among the Issuer, the Issuer Subsidiary and Glencore AG (the “2011 Amendment and Waiver”), became effective and amended, among other things:

In addition, pursuant to the 2011 Amendment and Waiver, on December 6, 2011, the Issuer issued to Glencore AG an amended and restated exchange warrant that amended and restated the Original Exchange Warrant (the “Amended and Restated Exchange Warrant”). Pursuant to the Amended and Restated Exchange Warrant, the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture are exchangeable into Common Shares at an exchange rate of US$1.50 per Common Share for such Debentures at any time until the earlier of (i) the Issuer and/or the Issuer Subsidiary satisfying the Construction Prerequisites and (ii) September 30, 2014. The Amended and Restated Exchange Warrant further provides that the Issuer may, within 10 business days after the date on which the Issuer and/or the Issuer Subsidiary has satisfied the Construction Prerequisites, deliver a notice to Glencore AG requiring Glencore AG to exercise the Amended and Restated Exchange Warrant.

In addition, in connection with the 2011 Subscription Agreement and the 2011 Amendment and Waiver, on November 30, 2011, the Issuer and Glencore AG entered into a registration rights agreement and amendment to existing registration rights agreement (the “2011 Registration Rights Agreement”), pursuant to which (i) Glencore AG (and any transferee of Common Shares to whom Glencore AG transfers its registration rights) was granted demand and piggyback registration rights with respect to the Common Shares issued under the 2011 Subscription Agreement and the Common Shares issuable upon exercise of the 2011 Purchase Warrant and (ii) the 2010 Registration Rights Agreement was amended so that the registrable securities covered by the 2010 Registration Rights Agreement include the Common Shares issuable upon exercise of the 2010 Purchase Warrant, as amended by the 2011 Amendment and Waiver, and the Common Shares issuable upon exercise of the Amended and Restated Exchange Warrant.

The Issuer’s board of directors waived applicable provisions of the Issuer’s amended and restated shareholder rights plan agreement with respect to the transactions contemplated by the 2011 Subscription Agreement and the 2011 Amendment and Waiver. 

On April 11, 2013, Glencore AG loaned US$20 million to the Issuer Subsidiary through the purchase of an amended Tranche E Debenture from the Issuer Subsidiary (as amended, the “Amended Tranche E Debenture”) pursuant to an amendment to the Purchase Agreement, dated as of April 10, 2013 (the “Amendment No. 14 to Purchase Agreement”), among the Issuer, the Issuer Subsidiary and Glencore AG. The Amended Tranche E Debenture had a maturity date of May 1, 2014, subject to mandatory repayment upon closing of the Rights Offering and carried a fixed interest rate of 4.721% per annum. Pursuant to a confirmation of secured obligations agreement (the “Confirmation of Secured Obligations Agreement”), dated as of April 10, 2013, among the Issuer Subsidiary, the Issuer and Glencore AG, the parties had confirmed that the Issuer Subsidiary’s obligations under the Amended Tranche E Debenture were guaranteed by the Issuer and secured by the assets of the Issuer and the Issuer Subsidiary on the same terms as the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture. On July 5, 2013, the Amended Tranche E Debenture was fully repaid with proceeds from the Rights Offering (as described below).

On July 5, 2013, at the closing of an offering of rights (“Rights”) by the Issuer to holders of Common Shares to raise up to approximately US$60.5 million in gross proceeds (the “Rights Offering”) contemplated by a standby purchase agreement, dated as of April 10, 2013, between Glencore AG and the Issuer (the “Standby Purchase Agreement”), Glencore AG acquired from the Issuer 31,756,979 Common Shares for an aggregate purchase price of US$20,959,606.14 (or US$0.66 per Common Share), of which 23,483,921 Common Shares were acquired by Glencore AG pursuant to the exercise of its basic subscription privilege under the Rights Offering and 8,273,058 Common Shares of which were acquired by Glencore AG pursuant to the exercise of its additional subscription privilege under the Rights Offering. In consideration for Glencore AG’s agreement to provide a standby commitment for the Rights Offering pursuant to the Standby Purchase Agreement, Glencore AG received a cash fee of approximately US$1.06 million at the closing of the Rights Offering. In addition, on July 5, 2013, at the closing of the Rights Offering, the Issuer and Glencore AG entered into (i) a corporate governance agreement (the “Corporate Governance Agreement”) under which, effective January 1, 2014, Glencore AG may appoint that number of the directors of the Issuer which is proportionate to Glencore AG’s ownership of Common Shares (on a fully diluted basis), subject to certain limitations including that Glencore AG may not appoint more than 49% (rounding down) of the Issuer’s directors and (ii) a registration rights agreement (the “2013 Registration Rights Agreement”) pursuant to which Glencore AG (and any transferee of Common Shares to whom Glencore AG transfers its registration rights) was granted demand and piggyback registration rights with respect to all Common Shares acquired by Glencore AG pursuant to the Rights Offering.

Glencore AG waived its right of first refusal on material financings by the Issuer contained in the 2010 Subscription Agreement with respect to the Rights Offering. In addition, the Issuer’s board of directors waived applicable provisions of the Issuer’s amended and restated shareholder rights plan agreement with respect to Glencore AG in connection with (i) the issuance of the Rights and Common Shares issuable upon exercise of the Rights under the Rights Offering and (ii) the Standby Purchase Agreement.

At the closing of the Rights Offering, as a result of the Rights Offering’s triggering of customary anti-dilution provisions: (i) the exchange rate at which the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture and the Tranche D Debenture are exchangeable pursuant to the Amended and Restated Exchange Warrant was reduced from US$1.50 to US$1.2920 per Common Share, (ii) the exercise prices for the 2010 Purchase Warrant and the 2011 Purchase Warrant were reduced from US$1.50 to US$1.3007 per Common Share and (iii) the number of Common Shares issuable upon exercise of the 2010 Purchase Warrant and the 2011 Purchase Warrant were increased to 3,459,643 Common Shares and 2,998,358 Common Shares, respectively.

On April 25, 2014, the Issuer, the Issuer Subsidiary and Glencore AG entered into an amendment agreement (the “2014 Amendment”) pursuant to which the parties agreed, among other things, to:

On January 28, 2015, the Issuer, the Issuer Subsidiary and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 16 to Purchase Agreement”) pursuant to which the parties agreed, among other things, for the Issuer Subsidiary to issue to Glencore AG new Tranche F, G, H, and I debentures (the “2015 Debentures”) with the total principal amount of US$30.0 million. Tranche F in the principal amount of US$8.0 million was issued on January 30, 2015. Tranche G in the principal amount of US$8.0 million was issued on April 15, 2015. Tranche H in the principal amount of US$8.0 million was issued on July 1, 2015. Tranche I in the principal amount of US$6 million was issued on October 1, 2015. The 2015 Debentures bear interest at 12-month US dollar LIBOR plus 8.0% per annum payable in cash upon maturity and were issued with an initial maturity date of the earlier of (i) the availability of at least US$100 million of finance provided the Issuer demonstrates repayment is prudent or (ii) March 31, 2016. The Issuer and the Issuer Subsidiary provided security by way of a guarantee and a pledge of the assets of the Issuer and the Issuer Subsidiary.

On July 30, 2015, the Issuer, the Issuer Subsidiary and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 17 to Purchase Agreement”) pursuant to which the parties agreed, among other things, to:

On December 15, 2015, the Issuer, the Issuer Subsidiary and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 18 to Purchase Agreement”) pursuant to which the parties agreed, among other things, to:

On January 27, 2016, the Issuer, the Issuer Subsidiary and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 19 to Purchase Agreement”) pursuant to which the parties agreed for the Issuer Subsidiary to issue to Glencore AG a new Tranche J Debenture in the principal amount of US$11.0 million (the “Tranche J Debenture”). The Tranche J Debenture was issued on January 27, 2016. The Tranche J Debenture bears interest at 12-month US dollar LIBOR plus 15.0% per annum payable in cash upon maturity and were issued with an initial maturity date of the earlier of (i) the availability of at least US$80 million of debt or equity financing or (ii) March 31, 2017.

On June 2, 2016, the Issuer, the Issuer Subsidiary and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 20 to Purchase Agreement”) pursuant to which the parties agreed for the Issuer Subsidiary to issue to Glencore AG new Tranche K, L and M debentures (the “KLM Debentures”) in the aggregate principal amount of US$14.0 million. Tranche K in the principal amount of US$3.0 million was issued on June 3, 2016. On June 30, 2016, the Issuer Subsidiary and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 21 to Purchase Agreement”) pursuant to which the parties agreed for the Issuer Subsidiary to issue the Tranche L debenture to Glencore AG in two tranches, a Tranche L-1 debenture and a Tranche L-2 debenture. The Tranche L-1 debenture in the principal amount of US$5.0 million was issued on July 1, 2016. The Tranche L-2 debenture in the principal amount of US$3.0 million was issued on July 26, 2016. The Tranche M debenture in the principal amount of US$3.0 million was issued on August 5, 2016. The KLM Debentures bear interest at 12-month US dollar LIBOR plus 15.0% per annum payable in cash upon maturity and were issued with an initial maturity of the earlier of (i) the availability of at least US$100 million of debt or equity financing or (ii) March 31, 2017.

On September 14, 2016, the Issuer, the Issuer Subsidiary and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 22 to Purchase Agreement”) pursuant to which the parties agreed to extend the maturity date of the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture, the Tranche D Debenture, the 2015 Debentures, the Tranche J Debenture and the KLM Debentures to the earlier of (i) the availability of at least US$100 million of debt and/or equity financing or (ii) March 31, 2018.

On October 24, 2016, the Issuer, the Issuer Subsidiary and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 23 to Purchase Agreement”) pursuant to which:

The First 2016 Purchase Warrant was issued on October 28, 2016.

On October 28, 2016, in connection with Glencore’s exercise of its right to maintain its pro rata ownership following the Issuer’s private placement that closed on October 18, 2016, pursuant to a subscription agreement between Glencore AG and the Issuer (the “2016 Subscription Agreement”), Glencore AG acquired from the Issuer, on a private placement basis, an aggregate of 14,111,251 Common Shares and a warrant entitling Glencore AG to purchase up to an aggregate of 7,055,626 Common Shares at an exercise price of US$1.00 per Common Share until October 28, 2021 (the “Second 2016 Purchase Warrant”) for an aggregate purchase price of US$10,583,438.25.

On September 14, 2017, the Issuer, the Issuer Subsidiary and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 24 to Purchase Agreement”) pursuant to which the parties agreed for the Issuer Subsidiary to issue to Glencore AG new Tranche N and O debentures (the “NO Debentures”) in the aggregate principal amount of US$20.0 million, bearing interest at 12-month US dollar LIBOR plus 15.0% and due on the earlier of (i) March 31, 2018 or (ii) the availability of at least US$100 million of debt or equity financing or (iii) when it is prudent for the Issuer Subsidiary to repay the debt, on which date all principal and interest accrued to such date will be due and payable. The Tranche N debenture in the amount of US$15.0 million was issued in September 2017. The Tranche O debenture in the amount of US$5.0 million was issued in January 2018.

On December 31, 2017, the 2010 Purchase Warrant and the 2011 Purchase Warrant expired.

On March 23, 2018, the Issuer, the Issuer Subsidiary and Glencore AG entered into an amendment to the Purchase Agreement (the “Amendment No. 25 to Purchase Agreement”) pursuant to which the parties agreed:

The 2018 Purchase Warrant was issued on March 23, 2018 and expired on March 31, 2019. The PQRST Debentures, but not the Tranche R Debenture (which has not been issued), were issued on various dates between January 16 and December 18, 2018.

On March 22, 2019, the Issuer, the Issuer Subsidiary and Glencore AG entered into an extension agreement (the “2019 Extension Agreement”) pursuant to which the parties agreed:

Under the 2019 Extension Agreement, the Issuer was required to effect an offering of rights (the “2019 Rights Offering”) for the subscription of a number of Common Shares equal to the quotient obtained by dividing (a) the sum of (i) the amount of indebtedness of the Issuer owing to Glencore AG on the closing date for the 2019 Rights Offering (the “Closing Date Indebtedness”), (ii) up to US$6.0 million of transaction expenses, and (iii) the amount of the Standby Fee (as defined below) payable to Glencore AG, by (b) the subscription price in the 2019 Rights Offering. Also under the 2019 Extension Agreement Glencore AG had at its sole discretion the right to enter into a standby purchase agreement (the “2019 Standby Purchase Agreement”) with the Issuer to establish the terms and conditions under which Glencore AG would participate in the 2019 Rights Offering. Such terms and conditions included the following principal terms, which were set forth in the 2019 Extension Agreement: (i) the proceeds of the 2019 Rights Offering would be applied by the Issuer towards the repayment in full of the Closing Date Indebtedness, payment in full of the Standby Fee, and payment of not more than US$6.0 million of expenses of the 2019 Rights Offering; (ii) Glencore AG would commit to act as standby purchaser for all Common Shares that are not otherwise subscribed for under the 2019 Rights Offering’s basic subscription privilege and additional subscription privilege (the “Standby Commitment”); (iii) the Issuer would pay to Glencore AG a standby fee (the “2019 Standby Fee”) equal to 3% of the total funds committed by Glencore AG pursuant to the 2019 Standby Commitment; and (iv) the provisions set forth in the Corporate Governance Agreement restricting to 49% (rounded downward) the number of directors on the Issuer’s board of directors that Glencore AG was entitled to nominate would be terminated. Completion of the 2019 Rights Offering would be subject to, if applicable, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approvals in accordance with Competition Act (Canada), Investment Canada Act and any other required regulatory approvals. As of March 31, 2019, the aggregate principal amount of the Outstanding Debentures was US$165 million and accrued interest thereon was US$77.7 million.

On March 22, 2019, the Issuer and Glencore AG also entered into a warrant amending agreement (the “2019 Warrant Amending Agreement”) pursuant to which the Issuer agreed to (i) extend the expiration date of the Amended and Restated Exchange Warrant from March 31, 2019 to the earlier of: (A) March 31, 2020 and (B) the date on which the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture, and the Tranche D Debenture are repaid; (ii) issue to Glencore AG an aggregate of 6,458,001 new warrants (collectively, the “2019 Purchase Warrant”); and (iii) use its commercially reasonable best efforts to reduce the exercise price of the Amended and Restated Exchange Warrant to the lowest price permitted by the Toronto Stock Exchange and NYSE American, in each case subject to obtaining any necessary approvals of consents of the TSX and NYSE American. Approval of the Amended and Restated Exchange Warrant price reduction to US$0.7368 was subsequently approved in April 2019 by the Toronto Stock Exchange and NYSE American. The Exchange Warrant was exercisable provided the Outstanding Debentures remain outstanding. Upon closing of the 2019 Rights Offering, the intention was to repay the Outstanding Debentures at which point the Exchange Warrant would expire unexercised. 

On May 6, 2019, Glencore AG and the Issuer entered into a standby purchase agreement (the “2019 Standby Purchase Agreement”) in connection with the Issuer’s contemplated offering of rights (“Rights”) to eligible holders of Common Shares to raise up to approximately US$265,000,000 in gross proceeds assuming the exercise of all Rights (the “2019 Rights Offering”). Under the 2019 Rights Offering, all eligible holders of Common Shares would, subject to applicable law, receive one Right for every Common Share owned on the record date, which was to be a date no less than 10 calendar days following receipt of the approval of the Toronto Stock Exchange and NYSE American for the 2019 Rights Offering. In accordance with the rules of the Toronto Stock Exchange (“TSX”), the subscription price (the “Rights Price”) for the Common Shares to be purchased upon exercise of the Rights (the “Rights Price”) represented a 20 percent discount to the U.S. dollar equivalent of the volume weighted average price (“VWAP”) of Common Shares on the TSX for the five trading days immediately prior to the day the final short form prospectus for the Rights Offering (the “Final Prospectus”) is filed. The number of Rights required to subscribe for one Common Share was determined on the basis of the Rights Price and the number of common shares in issue at the time of pricing (approximately 322 million Common Shares as at March 31, 2019) in order to receive gross proceeds of approximately US$265 million. The period during which Rights could be exercised under the 2019 Rights Offering was determined at the time of filing the Final Prospectus.

Under the 2019 Standby Purchase Agreement, Glencore AG agreed, subject to certain conditions and limitations, to exercise its basic subscription privilege in full and to purchase any Common Shares offered pursuant to the 2019 Rights Offering that were not subscribed for by holders of the Rights (the “Standby Commitment”). As a result, subject to the satisfaction of the terms and conditions of the Standby Purchase Agreement, the 2019 Rights Offering would be fully backstopped by Glencore AG. Glencore AG was entitled to a fee (the “Standby Fee”) at the closing of the 2019 Rights Offering equal to 3.0 percent of the total funds committed by Glencore AG, or approximately US$7.7 million.

On June 28, 2019, the Issuer completed the 2019 Rights Offering by issuing 682,813,838 Common Shares (the “2019 Rights Offering Shares”) at a subscription price of US$0.3881 per Common Share for gross proceeds of approximately US$265.0 million. The Issuer used the proceeds of the 2019 Rights Offering: (a) to repay Glencore AG the Closing Date Indebtedness comprised of US$165,000,000 principal amount of the Outstanding Debentures plus accrued and unpaid interest of US$85,317,869, (ii) to pay Glencore AG the standby fee of US$7,659,536 required under the 2019 Standby Purchase Agreement, and (iii) to pay up to US$6,000,000 in expenses related to the 2019 Rights Offering. Upon the Issuer’s repayment of the Closing Date Indebtedness with proceeds from the 2019 Rights Offering, the Amended and Restated Exchange Warrant expired unexercised.

In connection with the 2019 Rights Offering and as contemplated under the 2019 Standby Purchase Agreement, Glencore AG acquired: (i) 196,726,042 Common Shares upon exercising its basic subscription privilege in full for an aggregate subscription price of approximately US$76,349,377, and (ii) an additional 430,521,941 Common Shares pursuant to the 2019 Standby Commitment for an aggregate subscription price of approximately US$167,085,565. Altogether, Glencore acquired an aggregate of 627,247,983 Common Shares in the 2019 Rights Offering for an aggregate subscription price of approximately US$243,434,942.

Upon closing of the 2019 Rights Offering, the Issuer and Glencore AG entered into (i) an amended and restated corporate governance agreement (the “Amended and Restated Corporate Governance Agreement”), dated June 28 2019, which eliminated the previous restrictions that existed on the number of directors that Glencore AG may appoint to the Issuer’s board of directors, and (ii) a registration rights agreement (the “2019 Registration Rights Agreement”) pursuant to which Glencore AG (and any transferee of Common Shares to whom Glencore AG transfers its registration rights) was granted demand and piggyback registration rights with respect to all Common Shares acquired by Glencore AG pursuant to the 2019 Rights Offering. Glencore AG also waived its right of first refusal with respect to certain material financings in connection with the issuance of the 2019 Rights Offering Shares.

The closing of the 2019 Rights Offering triggered customary anti-dilution provisions under the Purchase Warrants held by Glencore AG that resulted in:

On March 17, 2020, Glencore AG, the Issuer and the Issuer Subsidiary entered into a Subscription Agreement (the “2020 Subscription Agreement”) that provided for the purchase by Glencore AG of no less than US$20 million and up to US$30.0 million of Unsecured Convertible Debentures due March 31, 2023 to be issued by the Issuer Subsidiary (the “2020 Convertible Debentures”). The 2020 Convertible Debentures were issued in four tranches, with the first tranche in the amount of US$7.0 million issued on March 18, 2020, the second tranche in the amount of US$7.0 million issued on June 23, 2020, the third tranche in the amount of US$9.0 million issued on September 30, 2020, and the fourth and final tranche of US$7.0 million issued on January 28, 2021. Principal amounts outstanding under the 2020 Convertible Debentures accrue interest at a rate of 4% per annum until paid at maturity. The 2020 Convertible Debentures are unsecured, and at the option of Glencore, any outstanding principal and accrued and unpaid interest under the 2020 Convertible Debentures is convertible into Common Shares at any time after their issuance and before the date of maturity at a conversion price equal to US$0.2223 per Common Share, which represents a 10% discount to the five-day volume weighted price of Common Shares on the NYSE American on March 17, 2020. The 2020 Convertible Debentures mature on March 31, 2023 and contain customary adjustment provisions and other terms and conditions.

On August 21, 2020, the Issuer issued a press release announcing a 1-for-10 reverse stock split of its Common Shares effective August 26, 2020. The Issuer’s board of directors had been authorized by shareholders to effect the reverse merger at an annual general and special meeting of shareholders held on June 24, 2020. According to the press release (a copy of which was attached as an exhibit to the Form 6-K the Issuer filed with the SEC on August 24, 2020) (i) the number of issued and outstanding Common Shares was reduced from 1,006,997,495 to approximately 100,699,749 as a result of the reverse stock split, and (ii) the percentage of outstanding Common Shares held by each shareholder remained unchanged.

The consummation of the reverse stock split triggered customary adjustment provisions under the Purchase Warrants and Convertible Debentures held by Glencore AG that resulted in: 

On July 15, 2021, Glencore purchased a US$10.0 million Unsecured Convertible Debenture due March 31, 2023 issued by the Issuer Subsidiary (the “2021 Convertible Debenture”). Principal amounts outstanding under the 2021 Convertible Debenture accrue interest at a rate of 4% per annum until paid at maturity. The 2021 Convertible Debenture is unsecured, and at the option of Glencore, any outstanding principal and accrued and unpaid interest under the 2021 Convertible Debenture is convertible into Common Shares at any time after its issuance and before the date of maturity at a conversion price equal to US$3.455 per Common Share. The 2021 Convertible Debenture matures on March 31, 2023 and contains customary adjustment provisions and other terms and conditions.

On October 28, 2021, the First 2016 Purchase Warrant and the Second 2016 Purchase Warrant expired unexercised.

On February 14, 2022, Glencore AG, the Issuer and the Issuer Subsidiary entered into a Subscription Agreement (the “2022 Subscription Agreement”) that provided for the purchase by Glencore AG of up to US$40.0 million of Unsecured Convertible Debentures due March 31, 2023 to be issued by the Issuer Subsidiary (the “2022 Convertible Debentures”). The 2022 Convertible Debentures are to be issued in four tranches, with the first tranche issued on February 14, 2022 in an aggregate principal amount of US$26.0 million and the issuance of any subsequent tranches in amounts to be determined jointly by the Issuer Subsidiary and Glencore AG. As consideration for Glencore AG’s agreement to subscribe for the 2022 Convertible Debentures, the Issuer agreed to pay Glencore AG a facility fee of 5% of the principal amount of each 2022 Convertible Debenture and accrued and unpaid interest. The facility fee shall be due and payable in full on the earlier of (i) the maturity date of the 2022 Convertible Debentures; and (ii) the date of any conversion. Principal amounts outstanding under the 2022 Convertible Debentures shall accrue interest at a rate of 4% per annum until paid at maturity. The 2022 Convertible Debentures are unsecured, and at the option of Glencore, any outstanding principal and accrued and unpaid interest under the 2022 Convertible Debentures is convertible into Common Shares at any time after their issuance and before the date of maturity at a conversion price equal to US$2.57 per Common Share. The 2022 Convertible Debentures mature on March 31, 2023 and contain customary adjustment provisions and other terms and conditions. 

Simultaneous with the execution of the 2022 Subscription Agreement, Glencore AG and the Issuer entered into a registration rights agreement, dated as of February 14, 2022 (the “2022 Registration Rights Agreement”) pursuant to which Glencore AG was granted demand and piggyback registration rights with respect to all Common Shares acquired by Glencore AG upon conversion of the first tranche of the 2022 Convertible Debentures.

The foregoing summaries of the Original Purchase Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture, the Tranche D Debenture, the Parent Guarantee, the Issuer Security Agreement, the Issuer Subsidiary Security Agreement, the Pledge Agreement, the Original Exchange Warrant, the 2008 Purchase Warrant, the 2008 Registration Rights Agreement, the First 2009 Subscription Agreement, the Second 2009 Subscription Agreement, the 2010 Amendment and Waiver, the 2010 Purchase Warrant, the 2010 Registration Rights Agreement, the 2010 Subscription Agreement, the IRRRB Loan Waiver, the 2011 Subscription Agreement, the 2011 Purchase Warrant, the 2011 Amendment and Waiver, the Amended and Restated Exchange Warrant, the 2011 Registration Rights Agreement, the Amended Tranche E Debenture, the Amendment No. 14 to Purchase Agreement, the Confirmation of Secured Obligations Agreement, the Standby Purchase Agreement, the Corporate Governance Agreement, the 2013 Registration Rights Agreement, the 2014 Amendment, the Amendment No. 16 to Purchase Agreement, the Amendment No. 17 to Purchase Agreement, the Amendment No. 18 to Purchase Agreement, the Amendment No. 19 to Purchase Agreement, the Amendment No. 20 to Purchase Agreement, the Amendment No. 21 to Purchase Agreement, the Amendment No. 22 to Purchase Agreement, the Amendment No. 23 to Purchase Agreement, Amendment No. 24 to Purchase Agreement, the First 2016 Purchase Warrant, the 2016 Subscription Agreement, the Second 2016 Purchase Warrant, and Amendment No. 25 to Purchase Agreement, Amendment 21, the 2019 Extension Agreement, the 2019 Warrant Amending Agreement, the 2019 Standby Purchase Agreement, the Amended and Restated Corporate Governance Agreement, the 2019 Registration Rights Agreement, and the 2020 Subscription Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of such agreements, which were previously filed as exhibits to the Statement or to Forms 6-K filed with the SEC by the Issuer, each of which are incorporated herein by reference. The foregoing summaries of the 2022 Subscription Agreement and the 2022 Registration Rights Agreement do not purport to be complete and are each qualified in their entirety by reference the complete text of such agreements, which have been filed as exhibits to this Amendment No. 25, and which are hereby incorporated herein by reference.

The source of funds for all of the purchases described above was working capital of the Reporting Persons. The Reporting Persons anticipate that the source of funds for any exercise of the 2019 Purchase Warrant will be working capital of the Reporting Persons.

Item 4.    Purpose of Transaction

The Reporting Persons acquired the securities of the Issuer covered by this Schedule 13D for investment purposes. The Reporting Persons intend to continue to evaluate the Issuer’s business, financial condition, results of operations, capital structure, financing requirements, management, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons may seek the views of, hold discussions with and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer’s affairs. In addition, the Reporting Persons have held discussions, and may continue to hold discussions, with the Issuer regarding the Issuer’s equity and debt financing requirements and sources, including the Issuer’s equity and debt financing requirements relating to the development and construction of the Issuer’s NorthMet Project. Depending on such evaluations and discussions, each Reporting Person may at any time and from time to time acquire Common Shares, debt securities and/or securities convertible, exercisable or exchangeable for Common Shares; dispose of securities which it has acquired; and/or enter into privately negotiated derivative transactions with institutional counterparts to hedge the market risk of some or all of the positions in the Common Shares which it has acquired. Any acquisition or disposition of Common Shares by the Reporting Persons may be effected through open market or privately negotiated transactions, or otherwise. Any such transactions may be effected at any time and from time to time subject to any applicable limitations of the United States Securities Act of 1933, as amended. In addition, in the interest of maximizing shareholder value, the Reporting Persons may, from time to time, develop plans respecting, or propose changes in the management, policies, operations, capital structure or business of the Reporting Persons. Such plans or proposals may include or relate to one or more of the transactions specified in Items 4(a) through (j) of Schedule 13D under Rule 13d-1(a), including without limitation, a merger, disposition, sale of the Issuer’s assets or changes in the Issuer’s capitalization. Each Reporting Person reserves the right to change its plans and intentions at any time, as it deems appropriate.

As described in Item 3 of the Statement, Glencore AG, the Issuer and the Issuer Subsidiary entered into a Subscription Agreement on February 14, 2022 that provided for the purchase by Glencore AG of up to US$40.0 million of Unsecured Convertible Debentures due March 31, 2023 to be issued by the Issuer Subsidiary. The proceeds from the issuance of the initial tranche of US$26.0 million on February, 14, 2022 will be used to repay an outstanding promissory note due Glencore AG in the amount of US$17.83 million, including accrued and unpaid interest, with the balance used by the Issuer for working capital in accordance with the Issuer’s first quarter 2022 budget. The proceeds from the purchase of any additional 2022 Convertible Debentures by the Reporting Persons will be used to fund budgetary requirements for the remainder of 2022.

Mr. Roberto Huby, who is currently employed by Glencore, is a member of (i) the Issuer’s board of directors, (ii) the Issuer’s Health, Safety, Environment and Communities Committee, and (iii) the Issuer’s Technical Steering Committee. Mr. Stephen Rowland, who is currently employed by Glencore, is a member of (i) the Issuer’s board of directors, (ii) the Issuer’s Compensation Committee, and (iii) the Issuer’s Nominating and Corporate Governance Committee (as a non-voting participant). Mr. Matthew Rowlinson, who is currently an employee of Glencore, is a member of (i) the Issuer’s board of directors, and (ii) the Issuer’s Technical Steering Committee.

Except as described herein, neither the Reporting Persons, nor, to the Reporting Persons’ knowledge, any of the Schedule 1 Persons has any present plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D under Rule 13d-1(a). To the Reporting Persons’ knowledge, any of the Schedule 1 Persons may make the same evaluation and reserve the same rights.

Item 5.   Interest in Securities of the Issuer

(a) and (b)

The Reporting Persons collectively own, directly or indirectly, 72,008,404 Common Shares. However, the Reporting Persons may be deemed to collectively have direct or indirect “beneficial ownership” within the meaning of Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), of (i) an additional 745,307 Common Shares issuable upon exercise of the 2019 Purchase Warrant, (ii) an additional 14,252,192 Common Shares issuable upon the conversion of the 2020 Convertible Debentures (including accrued interest through 12/31/21), (iii) an additional 2,948,477 Common Shares issuable upon the conversion of the 2021 Convertible Debentures (including accrued interest through 12/31/21), and (vi) an additional 10,622,568 Common Shares issuable upon the conversion of the First Tranche of 2022 Convertible Debentures (including the associated 5% facility fee). Accordingly, each of the Reporting Persons may be deemed to beneficially own an aggregate of 100,576,948 Common Shares, representing 77.3% of the Issuer’s issued and outstanding Common Shares. This beneficial ownership percentage assumes that there are 130,030,563 Common Shares outstanding, which was calculated based on the sum of (a) 101,462,019 Common Shares outstanding as of February 14, 2020 as reported by the Issuer, (b) the 745,307 Common Shares issuable upon exercise of the 2019 Purchase Warrant, (c) the 14,252,192 Common Shares issuable upon the conversion of the 2020 Convertible Debentures (including accrued interest through 12/31/21), (d) the 2,948,477 Common Shares issuable upon the conversion of the 2021 Convertible Debentures (including accrued interest through 12/31/21), and (e) the 10,622,568 Common Shares issuable upon the conversion of the First Tranche of 2022 Convertible Debentures (including the associated 5% facility fee). The Reporting Persons share the power to vote or to direct the vote and dispose or to direct the disposition of the 130,030,563 Common Shares set forth above.

The calculation of the number of Common Shares issuable upon the conversion of the 2020 Convertible Debentures is based on outstanding principal of $30.0 million and accrued and unpaid interest at December 31, 2021 of $1,682,623. The calculation of the number of Common Shares issuable upon the conversion of the 2021 Convertible Debentures is based on outstanding principal of $10.0 million and accrued and unpaid interest at December 31, 2021 of $186,987.

(c)   Except as set forth in Item 3 and this Item 5 of the Statement, none of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the Schedule 1 Persons, has beneficial ownership of any other Common Shares, or has engaged in any other transaction during the past 60 days in any Common Shares.

Mr. Stephen Rowland, who is currently employed by Glencore and is a member of the Issuer’s board of directors, holds 23,264 Common Shares, deferred share units in respect of 12,661 Common Shares and options to purchase 75,000 Common Shares.

(d)  Not applicable.

(e)  Not applicable.

Item 6  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as set forth in Item 3 of the Statement, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer.

Item 7  Material to Be Filed as Exhibits

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2022

SCHEDULE 1

Set forth below are the names, business addresses and present principal occupations of the directors and executive officers of Glencore plc, Glencore International AG and Glencore AG. Each executive officer of each of Glencore International AG and Glencore AG is also a director of such company. Where no business address is given for an executive officer or director, and such director’s principal employer is Glencore plc or one of its subsidiaries, the business address is Baarermattstrasse 3, CH-6340, Baar, Switzerland. To the best knowledge of the Reporting Persons, none of the persons listed below beneficially owns any Common Shares.

Directors of Glencore plc:  

Executive Officers of Glencore plc:

Directors and Executive Officers of Glencore International AG:

Directors and Executive Officers of Glencore AG: