0001144204-10-060700 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 15th, 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. Richmond, BC V7B 1C3 CANADA Ladies and Gentlemen:
Subscription Agreement • November 15th, 2010 • Polymet Mining Corp • 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:

AMENDMENT AND WAIVER
Amendment and Waiver • November 15th, 2010 • Polymet Mining Corp • Miscellaneous metal ores

This Amendment and Waiver Agreement (this “Agreement”), is made as of the 12th day of November, 2010, by and among POLYMET MINING CORP., a corporation 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”).

JOINT FILING AGREEMENT
Joint Filing Agreement • November 15th, 2010 • Polymet Mining Corp • Miscellaneous metal ores

Each of the undersigned hereby agrees that this Amendment No. 7 to the statement on Schedule 13D is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

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