Common use of Offering Size and Price Determination Clause in Contracts

Offering Size and Price Determination. (a) The gross proceeds from the Rights Offering will, subject as provided in Section 2.5(c) of this Schedule 2 below, be equal (as nearly as reasonably practicable) to US$60 million. The exercise price per Rights Offering Share (the "Exercise Price") will be payable in US dollars (and the US dollar price will be fixed on the date of the filing of the Final Prospectus). The Exercise Price will be determined by the Board of PolyMet at the date of filing of the Final Prospectus in consultation with Glencore, provided that it shall be no greater than the U.S. dollar equivalent of the Market Price of the Shares determined as of the date of filing the Final Prospectus less a 20% discount, subject to TSX rules. For the purposes of this Section 2.5(a), "Market Price" means the VWAP on TSX for the five trading days ending on the trading date immediately preceding the date of filing of the Final Prospectus, and "VWAP" means the volume weighted average trading price of the Shares on the TSX, calculated by dividing the total value by the total volume of securities traded for the relevant period and by converting the total value of the trading prices of such securities on the TSX into U.S. dollars at the Judgement Conversion Rate.

Offering Size and Price Determination. (a) The gross proceeds from the Rights Offering will, subject as provided in Section 2.5(c) of this Schedule 2 below, be equal (as nearly as reasonably practicable) to US$60 US$60 million. The exercise price per Rights Offering Share (the "Exercise Price") will be payable in US dollars (and the US dollar price will be fixed on the date of the filing of the Final Prospectus). The Exercise Price will be determined by the Board of PolyMet at the date of filing of the Final Prospectus in consultation with Glencore, provided that it shall be no greater than the U.S. dollar equivalent of the Market Price of the Shares determined as of the date of filing the Final Prospectus less a 20% discount, subject to TSX rules. For the purposes of this Section 2.5(a), "Market Price" means the VWAP on TSX for the five trading days ending on the trading date immediately preceding the date of filing of the Final Prospectus, and "“VWAP" means the volume weighted average trading price of the Shares on the TSX, calculated by dividing the total value by the total volume of securities traded for the relevant period and by converting the total value of the trading prices of such securities on the TSX into U.S. dollars at the Judgement Conversion Rate.