POLYMET MINING CORP a corporation incorporated pursuant to the laws of British Columbia and having its registered office at 1000-000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0 (the "Corporation") OF THE FIRST PART AND:
POLYMET MINING CORP a company existing under the laws of the Province of British Columbia (the "Company").
POLYMET MINING CORP. We have authority to bind the Corporation
POLYMET MINING CORP. Acknowledged and agreed as of the 22nd day of March, 2019.
POLYMET MINING CORP. We have authority to bind the Corporation 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 SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. 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. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS WARRANT MUST NOT TRADE THIS SECURITY OR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE BEFORE MARCH 1, 2009. Issuance Date: October 31st, 2008 POLYMET MINING CORP. PURCHASE WARRANT WARRANT (“WARRANT”) TO PURCHASE COMMON SHARES, WITHOUT PAR VALUE (“COMMON SHARES”) This is to certify that, FOR VALUE RECEIVED, GLENCORE AG(the “Warrantholder”), is entitled to purchase, subject to the provisions of this warrant, from POLYMET MINING CORP., a corporation incorporated under the laws of british columbia (the “Company”), at any time and from time to time after the issuance hereof but not later than 11:59 p.m., eastern time, on september 30, 2011 (the “Expiration Date”), 6,250,000 common shares (the “Warrant Shares”) at an exercise price per share equal to (a) us$5.00 from the issuance date until the production date (as hereinafter defined), and (b) us$6.00 on and after the production date, in each case subject to adjustment as provided herein (the “Exercise Price”). The number of warrant shares purchasable upon exercise of this warrant and the exercise price shall be subject to adjustment from time to time as described herein.
POLYMET MINING CORP. By: Authorized Signatory - A-6 - Countersigned and Registered by: COMPUTERSHARE TRUST COMPANY OF CANADA, as Warrant Agent Toronto, Ontario By: Authorized Signatory Date: FORM OF TRANSFER ANY TRANSFER OF WARRANTS WILL REQUIRE COMPLIANCE WITH APPLICABLE SECURITIES LEGISLATION. TRANSFERORS AND TRANSFEREES ARE URGED TO CONTACT LEGAL COUNSEL BEFORE EFFECTING ANY SUCH TRANSFER. FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to ______________________________________________________________________________ ______________________________________________________________________________ (print name and address) the Warrants of PolyMet Mining Corp. (the “Corporation”) represented by this Warrant Certificate and hereby irrevocable constitutes and appoints ____________________ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent. In the case of a warrant certificate that contains a U.S. restrictive legend substantially in the form set forth in Section 2.9(1)(a) of the Warrant Indenture, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):
