0001062993-10-003796 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 18th, 2010 • Polymet Mining Corp • Miscellaneous metal ores • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of this 12th day of November, 2010, by and among POLYMET MINING CORP., a corporation incorporated under the laws of British Columbia (the “Company”), and GLENCORE AG, a corporation existing under the laws of Switzerland (“Glencore”).

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PolyMet Mining Corp. 390 - 3600 Lysander Lane Richmond, BC V7B 1C3 CANADA Ladies and Gentlemen:
Polymet Mining Corp • November 18th, 2010 • Miscellaneous metal ores • New York

The undersigned (the “Investor”) hereby confirms and agrees with PolyMet Mining Corp., a British Columbia company (the “Company”), as follows:

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