GLENCORE AG

Exhibit 99.16

GLENCORE         AG

February 24, 2009

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Poly Met Mining Inc.

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Re:

Amendment Letter No. 5 Relating to Purchase Agreement

Dear ▇▇▇▇▇▇▇,

Reference is made to the Purchase Agreement dated October 31, 2008 by and among the Poly Met Mining Inc., as issuer (the “Issuer”), PolyMet Mining Corp., as parent guarantor (the “Company”), and Glencore AG, as purchaser (the “Purchaser”), as amended by letter agreement dated November 28, 2008, and as further amended by Amendment Letter No. 2 dated December 12, 2008, and as further amended by Amendment Letter No. 3 dated December 19, 2008, and as further amended by Amendment Letter No. 4 dated January 30, 2009 (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement.

The Purchaser hereby agrees to extend the date by which the Issuer shall have delivered to the Purchaser the executed consent to the Erie Plant Mortgage (the “Executed Consent”), as set forth in Section 4.8(b) of the Purchase Agreement, to Monday, March 30, 2009 (the “New Due Date”).

In addition, the Purchaser hereby further agrees to permit the Issuer to deliver the documents and agreements described in subclauses (d), (e) and (f) (solely as such subclause relates to the Erie Plant Mortgage and the Erie Plant Mortgage Amendment) of Section 4.4 of the Purchase Agreement on or before the New Due Date (collectively, the “Erie Plant Mortgage Documents”) as conditions subsequent to the Tranche B Closing.

The New Due Date shall be inclusive of any applicable cure or notice period, and the failure to provide the Purchaser with the Executed Consent and the Erie Plant Mortgage Documents on or before the New Due Date shall be a failure by the Issuer and the Company to comply with their covenants under the Purchase Agreement, and shall result in, among other things, the failure to satisfy the conditions to the Tranche B Closing, the occurrence of an Event of Default under the Tranche B Debenture and the occurrence of an Event of Default under the Tranche A Debenture.

 

 

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GLENCOÂE		Page 2

 

 

 

Except as specifically amended hereby, the Purchase Agreement shall remain in full force and effect.

 

 

ACKNOWLEDGED AND AGREED TO THIS      DAY OF FEBRUARY, 2009:
POLY MET MINING INC.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:		Chief Financial Officer
POLYMET MINING CORP.
By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:		Chief Financial Officer