0001062993-16-007324 Sample Contracts

AMENDMENT NO. 19 RELATING TO PURCHASE AGREEMENT
Purchase Agreement • January 28th, 2016 • Polymet Mining Corp • Miscellaneous metal ores • New York

This Amendment Agreement (this "Agreement"), is made as of the 27th day of January, 2016, by and among POLYMET MINING CORP., a company existing under the laws of British Columbia (the "Company"), POLY MET MINING, INC., a corporation existing under the laws of the State of Minnesota (the "Issuer"), and GLENCORE AG, a corporation existing under the laws of Switzerland (the "Purchaser").

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Contract
Debenture Agreement • January 28th, 2016 • Polymet Mining Corp • Miscellaneous metal ores • New York

THIS SECURITY HAS NOT 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 “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS SECURITY.

CONFIRMATION OF SECURED OBLIGATIONS AGREEMENT
Confirmation of Secured Obligations Agreement • January 28th, 2016 • Polymet Mining Corp • Miscellaneous metal ores • New York

This CONFIRMATION OF SECURED OBLIGATIONS AGREEMENT (this “Agreement”), dated as of January 27, 2016, by Poly Met Mining, Inc., a Minnesota corporation (“PMI”); PolyMet Mining Corp., a British Columbia company (“PMC”) and Glencore AG, a Swiss corporation (“Glencore”).

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