POLYMET MINING CORP. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of October 18, 2016Warrant Indenture • October 28th, 2016 • Polymet Mining Corp • Miscellaneous metal ores • Ontario
UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2016 • Polymet Mining Corp • Miscellaneous metal ores • Ontario
Based on the terms and conditions set out below, Paradigm Capital Inc. (“Paradigm” or the “Underwriter”) offers to purchase from PolyMet Mining Corp. (the “Company”), and the Company by its execution of this Agreement (as defined below) agrees to issue and sell to the Underwriter, or substituted purchasers, at the Time of Closing (as defined below), 10,000,000 units (the “Units”) at a price of US$0.75 per Unit (the “Issue Price”), subject to and in accordance with the provisions of Section 9 (the “Purchased Units”). Each Purchased Unit is comprised of one common share of the Company (“Common Share”) and one-half of one common share purchase warrant (each, a “Common Share Purchase Warrant”). Each whole Common Share Purchase Warrant will entitle the holder to acquire one Common Share at a price of US$1.00 per Common Share for a period beginning on the date that is six months following the Closing Date (as defined below) and expiring at 5:00 p.m. (Toronto time) on the date that is 60 mont
