GLENCORE AG June 4, 2009

Exhibit 99.19

GLENCORE         AG

June 4, 2009

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Poly Met Mining Inc.

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Re:

Amendment Letter No. 8 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, and as further amended by Amendment Letter No. 5 dated February 24, 2009, and as further amended by Amendment Letter No. 6 dated March 30, 2009, and as further amended by Amendment Letter No. 7 dated April 28, 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, June 29, 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

 

 

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GLENCOÂE		Page 2

 

 

 

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.

Notwithstanding Section 1.81 of the Purchase Agreement, the Purchaser, the Issuer and the Company each hereby agree that the “Tranche C Closing Date” set forth in Section 1.81 of the Purchase Agreement (a) shall be the third Business Day after the date on which (i) delivery of the Executed Consent and the Erie Plant Mortgage Documents has occurred, and (ii) all conditions set forth in Section 4.5 of the Purchase Agreement have been satisfied or waived, and (b) must occur on or before Thursday, July 2, 2009, after which the Purchaser shall have no further obligation to consummate the Tranche C Closing, the Tranche D Closing or the Tranche E Closing if the Tranche C Closing has not occurred on or before such date.

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

 

 

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