SHAREHOLDER RIGHTS PLAN AGREEMENT POLYMET MINING CORP. (the "Corporation") AND PACIFIC CORPORATE TRUST COMPANY (the "Rights Agent") December 4, 2003Shareholder Rights Plan Agreement • July 31st, 2006 • Polymet Mining Corp • Miscellaneous metal ores • British Columbia
NOW THEREFORE, in consideration of the premises and respective agreements set forth herein, the parties hereto agree as follows:
POLYMET MINING CORP. SUBSCRIPTION AGREEMENT FOR UNITS (Canadian and Offshore Subscribers)Subscription Agreement • July 31st, 2006 • Polymet Mining Corp • Miscellaneous metal ores • Ontario
The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase from Polymet Mining Corp. (the "Corporation") that number of units of the Corporation (the "Units") set out below at a price of $0.90 per Unit. Each Unit consists of one common share in the capital of the Corporation (a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share (a "Warrant Share") at a price of $1.25 (the "Exercise Price") for a period of thirty (30) months following the Closing Date (as hereinafter defined); provided that, if at any time the closing trading price of the Common Shares for any 20 consecutive trading days exceeds $2.50, the Corporation may accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire on the 30th calendar day after the date on which such notice is dee
POLYMET MINING CORP. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (CANADA) INSTRUCTIONS TO PURCHASERPrivate Placement Subscription Agreement • July 31st, 2006 • Polymet Mining Corp • Miscellaneous metal ores • British Columbia
Where subscribers to a Private Placement are not individuals, the following information about the placee must be provided. This Form will remain on file with the Exchange. The corporation, trust, portfolio manager or other entity (the “Placee”) need only file it on one time basis, and it will be referenced for all subsequent Private Placements in which it participates. If any of the information provided in this Form changes, the Placee must notify the Exchange prior to participating in further placements with Exchange listed companies. If as a result of the Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded that they must file a Personal Information Form (2A) or, if applicable, Declarations, with the Exchange.
