If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 [   ]      Item 18 [   ]

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
[   ] Yes       [X] No

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TABLE OF CONTENTS

Financial Statements:

3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F (this “Annual Report”) contains statements that constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements appear in a number of different places in this Annual Report and can be identified by words such as "expects", “anticipates”, "believes", "intends", "estimates", “potential”, “possible”, "projects", "plans", and similar expressions, or statements that events, conditions or results “will”, “may”, “could”, or “should” occur or be achieved or their negatives or other comparable words. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. The statements, including the statements contained in Item 3D “Risk Factors”, Item 4B “Business Overview”, Item 5 “Operating and Financial Review and Prospects” and Item 11 “Quantitative and Qualitative Disclosures About Market Risk”, are inherently subject to a variety of risks and uncertainties that could cause actual results, performance or achievements to differ significantly. Forward-looking statements include statements regarding the outlook for our future operations, plans and timing for our exploration and development programs, statements about future market conditions, supply and demand conditions, forecasts of future costs and expenditures, the outcome of legal proceedings, and other expectations, intentions and plans that are not historical fact. Our actual results may differ materially from those in the forward-looking statements due to risks facing us or due to actual facts differing from the assumptions underlying our predictions. Some of these risks and assumptions include:

• completion of environmental review;
• obtaining permits on a timely bases;
• general economic and business conditions, including changes in interest rates and exchange rates;
• prices of natural resources, costs associated with mineral exploration and development, and other economic conditions;
• natural phenomena;
• actions by government authorities, including changes in government regulation;
• uncertainties associated with legal proceedings;
• changes in the resources market;
• future decisions by management in response to changing conditions;
• our ability to execute prospective business plans, and
• misjudgments in the course of preparing forward-looking statements.

All forward-looking statements included in this Annual Report are based on information available to us on the date of this Annual Report. We expressly disclaim any obligation to update publicly or otherwise these statements, whether as a result of new information, future events or otherwise except to the extent required by law, rule or regulation. You should not place undue reliance on forward-looking statements. You should carefully review the cautionary statements and risk factors contained in this and other documents that we file from time to time with the Securities and Exchange Commission (the “SEC”).

NOMENCLATURE

In this Annual Report, unless the context otherwise dictates, “we”, “PolyMet” or the “Company” refers to PolyMet Mining Corp. and its subsidiaries.

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not required.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not required.

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ITEM 3. KEY INFORMATION

A.              Selected Financial Data

The following selected financial information,data, as ofat January 31, 2014, 2013, 2012, and 2011, as at February 1, 2010, and for the years ended January 31, 2014, 2013, 2012, and 2011 has beenare derived from our audited consolidated financial statements which areincluded herein and filed previously. The selected financial data should be read in conjunction with “Item 5 - Operating and Financial Review and Prospects”, the consolidated financial statements and related notes of the Company included under “Item 18 – Financial Statements" and other financial information included elsewhere in this Annual Report. The selected financial data as of and for the years ended January 31, 2010, 2009 and 2008 have been derived from our audited consolidated financial statements not included in this Annual Report. Form 20-F.

Our consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), effective with our transition to IFRS on February 1, 2010. Previously, our consolidated financial statements were prepared in accordance with Canadian Generally Accepted Accounting Principles (“CGAAP”). Material measurement differences between CGAAP and accounting principles in the United States applicable to us were described in our previous consolidated financial statements.

The following table summarizes certain selected financial information as at and for our fiscal years ended January 31, 2012, 2011, and opening balance sheet as at February 1, 2010 reported under IFRS. The selected financial data should be read in conjunction with the consolidated financial statements and related notes thereto and other information included elsewhere in the Annual Report.

Selected Financial Data – IFRS
($'000s, except loss per share and weighted average shares)

The following table summarizes certain selected financial information as at and for our fiscal years ended January 31, 2010, 2009 and 2008 as previously reported under CGAAP. The 2010 income statement information is presented in accordance with CGAAP and may not be appropriate as a comparative basis. The selected financial data should be read in conjunction with the consolidated financial statements and related notes thereto and other information included elsewhere in the Annual Report.

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Selected Financial Data – CGAAP
($'000s, except loss per share and weighted average shares)

Unless otherwise indicated, all monetary amounts in this Annual Report are expressed in United States dollars, our reporting currency.

Selected Financial Data – IFRS
($'000s, except loss per share and weighted average shares)

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B.              Capitalization and Indebtedness

Not Applicable

C.              Reasons for the Offer and Use of Proceeds

Not Applicable

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D.              Risk Factors

Factors thatOur business is subject to many risks and uncertainties, which may affect our future financial performance. If any of the events or circumstances described below occurs, our business and financial performance could causebe harmed, our actual results tocould differ materially from those described inour expectations and the forward-looking statements contained in this Annual Reportmarket value of our securities could decline. The risks and other documentsuncertainties discussed below are not the only ones we file with the SEC.face. There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material that may harm our business and financial performance.

RISKS RELATING TO OUR BUSINESS

We may experience delays, higher than expected costs, difficulties in obtaining environmental permits and other obstacles when implementing our capital expenditure projects.

We are investing heavily in various facets of our NorthMet Project, which comprises the NorthMet copper-nickel-precious metals ore body and the Erie Plant, a large processing facility located approximately six miles from the ore body in the established mining district of the Mesabi Range in northeastern Minnesota, USA (the "NorthMet Project"). TheProject. Our NorthMet Project is subject to a number of risks that may make it less successful than anticipated, including:

• we may encounter delays or higher than expected costs completing the environmental review process necessary before construction and operating permits can be issued;

• delays in the issuance of permits after completion of the environmental review process;

• delays or higher than expected costs in obtaining the necessary equipment or services to build and operate the NorthMet Project,our projects; and

• adverse mining conditions may delay and hamper our ability to produce the expected quantities of minerals.

Our future activities could be subject to environmental laws and regulations, which may have a materially adverse effect on our future operations, in which case our operations could be suspended or terminated.

We, like other companies doing business in the United States and Canada, are subject to a variety of federal, provincial, state and local statutes, rules and regulations designed to, among other things:

• protect the environment, including the quality of the air and water in the vicinity of exploration, development, and mining operations;

• remediate the environmental impacts of those exploration, development, and mining operations;

• protect and preserve wetlands and endangered species,species; and

• mitigate negative impacts on certain archeologicalarchaeological and cultural sites.

We are required to obtain various governmental permits to conduct exploration, development, construction and mining activities at our properties. Obtaining the necessary governmental permits is often a complex and time-consuming process involving numerous U.S.United States or Canadian federal, provincial, state, and local agencies. The duration and success of each permitting effort is contingent upon many variables not within our control. In the context of obtaining permits or approvals, we must comply with known standards, existing laws, and regulations that may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and the interpretation of the laws and regulations implemented by the permitting authority. The failure to obtain certain permits or the adoption of more stringent permitting requirements could have a material adverse effect on our business, operations, and properties and we may be unable to proceed with our exploration and development programs.

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Federal legislation and implementing regulations adopted and administered by the U.S.United States Environmental Protection Agency, ("EPA"), Army Corp of Engineers, ("USACE"), Forest Service, ("USFS"), Bureau of Land Management, Fish and Wildlife Service, Mine Safety and Health Administration, and other federal agencies, and legislation such as the Federal Clean Water Act, Clean Air Act, National Environmental Policy Act, Endangered Species Act, and Comprehensive Environmental Response, Compensation, and Liability Act, have a direct bearing on U.S. exploration, development and mining operations.operations United States. Due to the uncertainties inherent in the permitting process, we cannot be certain that we will be able to obtain required approvals for proposed activities at any of our properties in a timely manner, or that our proposed activities will be allowed at all.

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Compliance with statutory environmental quality requirements described above may require significant capital outlays, significantly affect our earning power, or cause material changes in our intended activities. Environmental standards imposed by federal, state, or local governments may be changed or become more stringent in the future, which could materially and adversely affect our proposed activities.

Because the price of metals fluctuate, if the prices of metals in our ore body decrease below a specified level, it may no longer be profitable to develop our NorthMet Project for those metals and we will cease operations.

Prices of metals are determined by some of the following factors:

• global and regional supply and demand;

• political and economic conditions and production costs in major metalsmetal producing regions of the world;

  regions;

• the strength of the United States dollar,dollar; and

• expectations for inflation.

The aggregate effect of these factors on metals prices is impossible for us to predict. In addition, the prices of metals are sometimes subject to rapid short-term and/or prolonged changes because of speculative activities. The current demand for and supply of various metals affect the prices of copper, nickel, cobalt, platinum, palladium and gold, but not necessarily in the same manner as current supply and demand affect the prices of other commodities. The supply of these metals primarily consists of new production from mining. If the prices of copper, nickel, cobalt, platinum, palladium and gold are, for a substantial period, below our foreseeable costs of production, we could cease operations.

We are dependent on our key personnel.

Our success depends on key members of our management. The loss of the services of one or more of such key management personnel could have a material adverse effect on us. Our ability to manage exploration and development activities, and hence our success, will depend in large part on the efforts of these individuals. We face intense competition for qualified personnel, and we cannot be certain that we will be able to attract and retain such personnel.

We may not be able to raise the funds necessary to develop our mineral properties.the NorthMet Project. If we are unable to raise such additional funds, we will have to suspend or cease operations.

We will need to seek additional financing to complete our development and construction of ourthe NorthMet Project. Sources of such external financing include future equity and debt offerings, advance payments by potential customers to secure long-term supply contracts, grants and low-cost debt from certain state financial institutions, and commercial debt secured by ourthe NorthMet Project. If we cannot raise the money necessary to continue to explore and develop our property, we will have to suspend or cease operations.

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Our metals exploration and development efforts are highly speculative in nature and may be unsuccessful.

As a development stage company, our work is speculative and involves unique and greater risks than are generally associated with operatingother businesses.

The development of mineral deposits involves uncertainties, which careful evaluation, experience, and knowledge cannot eliminate. Few properties explored are ultimately developed into producing mines. It is impossible to ensure that the current development program we have planned will result in a profitable commercial mining operation. Significant capital investment is required to achieve commercial production from successful exploration efforts.

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We are subject to all the risks inherent to the mining industry, which may have an adverse affect on our business operations.

We are subject to all of the risks inherent in the mining industry, including:including, without limitation, the following:

• Success in discovering and developing commercially viable quantities of minerals is the result of a number of factors, including the quality of management, the interpretation of geological data, the level of geological and technical expertise and the quality of land available for exploration;

• Exploration for minerals is highly speculative and involves substantial risks, even when conducted on properties known to contain significant quantities of mineralization, and most exploration projects do not result in the discovery of commercially mineable deposits of ore;

• Operations are subject to a variety of existing laws and regulations relating to exploration and development, permitting procedures, safety precautions, property reclamation, employee health and safety, air and water quality standards, pollution and other environmental protection controls, all of which are subject to change and are becoming more stringent and costly to comply with;

• A large number of factors beyond our control, including fluctuations in metal prices and production costs, inflation, the proximity and liquidity of precious metals and energy fuels markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection, and other economic conditions, will affect the economic feasibility of mining;

• Substantial expenditures are required to construct mining and processing facilities;

• Title to mining properties may be subject to other claims,claims; and

• In the development stage of a mining operation, our mining activities could be subject to substantial operating risks and hazards, including metal bullion losses, environmental hazards, industrial accidents, labor disputes, encountering unusual or unexpected geologic formations or other geological or grade problems, encountering unanticipated ground or water conditions, cave- ins, pit-wall failures, flooding, rock falls, periodic interruptions due to inclement weather conditions or other unfavorable operating conditions and other acts of God. Some of these risks and hazards are not insurable or may be subject to exclusion or limitation in any coverage which we obtain or may not be insured due to economic considerations.

As a result of all of these factors, we may run out of money, in which case we will have to suspend or cease operations.

Our actual mineral reserves and mineral resources may not conform to our established estimates.

The figures for mineral reserves and mineral resources stated in this Annual Report are estimates and no assurances can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized. Market fluctuations and the prices of metals may render reserves and mineral resources uneconomic. Moreover, short-term operating factors relating to the mineral deposits, such as the need for the orderly development of the deposits or the processing of new or different grades of ore, may cause a mining operation to be unprofitable in any particular accounting period.

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There is no assurance that any of our mineral resources, not currently classified as mineral reserves, will ever be classified as mineral reserves under the disclosure standards of the SEC.

Item 4.D of this Annual Report discusses our mineral resources in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).43-101. Resources are classified as “measured resources”, “indicated resources” and “inferred resources” under NI 43-101. However, U.S. investors are cautioned that the U.S. Securities and Exchange Commission ("SEC")SEC does not recognize these resource classifications. There is no assurance that any of our mineral resources, not currently classified as mineral reserves, will be converted into mineral reserves under the disclosure standards of the SEC.

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We have had no production history and we do not know if we will generate revenues in the future.

While we were incorporated in 1981, we have no history of producing minerals. We have not developed or operated any mines, and we have no operating history upon which an evaluation of our future success or failure can be made. We currently have no mining operations of any kind. Our ability to achieve and maintain profitable mining operations is dependent upon a number of factors, including our ability to successfully build and operate mines, processing plants and related infrastructure ourselves.

We may not successfully establish mining operations or profitably produce metals at any of our properties. As such, we do not know if we will ever generate revenues or profits.revenues.

We have a history of losses, which we expect will continue for the future. If we do not begin to generate revenues or find alternate sources of capital, we may either have to suspend or cease operations.

As a development stage company with no holdings in any producing mines, we continue to incur losses and expect to incur losses in the future. As ofat January 31, 2012,2014, we had an accumulated deficit of $81.8$96.5 million. We may not be able to achieve or sustain profitability in the future. If we do not begin to generate revenues or find alternate sources of capital, we may either have to suspend or cease operations.

We have prepared our consolidated financial statements on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of operations.

We currently have negative cash flow from operating activities and cannot predict if or when we will operate profitably to generate positive cash flows. We have taken steps to fund our operations through the issuance of equity and debt. We plan to meet our financial obligations to the point at which all regulatory approvals for our NorthMet Project have been obtained and which will allow us to raise capital to construct our mine and commence commercial production.

Since transitioning to a development stage entity in September 2006, PolyMet has raised US$177 million in equity and US$25 million initial principal debt exchangeable into equity upon receipt of permits necessary to build and operate the NorthMet Project.

We will need to raise sufficient funds to meet our current obligations as well as fund ongoing development, capital expenditures and administration expenses, in accordance with our spending plans for the next year. While in the past the Company has been successful in closing financing agreements with Glencore AG, a wholly owned subsidiary of Glencore Xstrata plc (together “Glencore”) and other parties, there can be no assurance it will be able to do so again in the future. Factors that could affect the availability of financing include the state of international debt and equity markets, investor perceptions and expectations and the global metals markets.

9

We may not have adequate, orif any, insurance coverage for some business risks that could lead to economically harmful consequences to us.

Our businesses are generally subject to a number of risks and hazards, including:

• industrial accidents;

• railroad accidents;

• labor disputes;

• environmental hazards;

• electricity stoppages;

• equipment failure,failures; and

• severe weather and other natural phenomena.

These occurrences could result in damage to, or destruction of, mineral properties, production facilities, transportation facilities, or equipment. They could also result in personal injury or death, environmental damage, waste of resources or intermediate products, delays or interruption in mining, production or transportation activities, monetary losses and possible legal liability. The insurance we maintain against risks that are typical in our business may not provide adequate coverage. Insurance against some risks (including liabilities for environmental pollution or certain hazards or interruption of certain business activities) may not be available at a reasonable cost or at all. As a result, accidents or other negative developments involving our mining, production or transportation facilities could have a material adverse effect on our operations.

The mining industry is an intensely competitive industry, and we may have difficulty effectively competing with other mining companies in the future.

We face intense competition from other mining and producing companies. In recent years, the mining industry has experienced significant consolidation among some of our competitors, as a result these companies may be more diversified than us.competitors. We cannot assure you that the result of current or further consolidation in the industry will not adversely affect us.

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In addition, because mines have limited lives we must periodically seek to replace and expand our reserves by acquiring new properties. Significant competition exists to acquire properties producing, or capable of producing, copper, nickel and other metals.

If we are unable to successfully manage these risks, our growth prospects and profitability may suffer.

We may be subject to risks relating to the global economy.

Recent market events and conditions, including disruptions in the international credit markets and other financial systems and the deterioration of global economic conditions could impede our access to capital or increase the cost of capital. These unprecedented disruptions in the current credit and financial markets have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies.companies, including us. These disruptions could, among other things, make it more difficult for us to obtain, or increase our cost of obtaining capital and financing for our operations. Our access to additional capital may not be available on terms acceptable to us or at all.

As a result of current global financial conditions, numerous financial institutions have gone into bankruptcy or have been rescued by government authorities. As such, we are subject to the risk of loss of our deposits with financial institutions that hold our cash.10

RISKS RELATED TO THE OWNERSHIP OF OUR COMMON SHARES

We may experience volatility in our share price.

Our common shares are listed for trading on the Toronto Stock ExchangeTSX and on the NYSE Amex.MKT. Our shareholders may be unable to sell significant quantities of ourthe common shares into the public trading markets without a significant reduction in the price of our shares, if at all. The market price of our common shares may be affected significantly by factors such as changes in our operating results, the availability of funds, fluctuations in the price of metals, the interest of investors, traders and others in development stage public companies such as us and general market conditions. In recent years the securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small capitalization development companies similar to us, have experienced wide fluctuations, which have not necessarily been related to the operating performances, underlying asset values, or the future prospects of such companies. There can be no assurance that future fluctuations in the price of our shares will not occur.

A large number of shares will be eligible for future sale and may depress our share price.

Our shares that are eligible for future sale may have an adverse effect on the price of our common shares. As ofat January 31, 20122014 there were 174,738,124275,575,392 of our common shares outstanding. The average trading volume for the three months prior to January 31, 20122014 was approximately 51,00062,000 shares per day on the Toronto Stock ExchangeTSX and 232,000430,000 shares per day on the NYSE Amex.MKT. Sales of substantial amounts of our common shares, or a perception that such sales could occur, and the existence of options or warrants to purchase common shares and debt convertible into common shares at prices that may be below the then current market price of our common shares, could adversely affect the market price of our common shares and could impair our ability to raise capital through the sale of our equity securities.

Your ownership interest, voting power and the market price of our common shares may decrease because we have issued, and may continue to issue, a substantial number of securities convertible or exercisable into our common shares.

We have issued common shares, options, restricted stock,shares, restricted stockshare units, convertible debt and warrants to purchase our common shares to satisfy our obligations and fund our operations (see Item 5.A). Since we currently do not have a source of revenue, we will likely issue additional common shares, options, warrants, preferred shares or other securities exercisable for or convertible into our common shares to raise money for our continued operations or as non-cash incentives to our own and our subsidiaries' directors, officers, and key employees. If conversions of warrants and/or options into common shares or additional sales of equity occur, your ownership interest and voting power in us will be diluted and the market price of our common shares may decrease.

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Under our 2007 Omnibus Share Compensation Plan, as amended and restated (the “Plan”(“Omnibus Plan”), the aggregate number of our common shares that may be issuable pursuant to the Omnibus Plan may not at any time exceed the greater of (i) 10% of our issued and outstanding common shares and (ii)18,592,888shares. As at January 31, 2014, the aggregate number of our common shares representing 13.62% of our outstanding common shares atissuable pursuant to the time of the approval of theOmnibus Plan of which 3,967,500 common shares are reserved for issuance as awards other than options under ourwas 19,655,981 shares. Our bonus share incentive plan, (the "Bonus Plan") which weor the “Bonus Plan,” was established for our directors and key employees. As of January 31, 2012employees and was approved by the aggregate number of commondisinterested shareholders at the Company’s shareholders’ meeting held on May 28, 2004. Under the Bonus Plan we may issue an additional 3,640,000 shares issuable pursuant to the Plan was 14,625,388 shares.upon achieving certain milestones.

Upon any issuances or exercise of awards granted pursuant to the Plan beingoptions issued, the ownership interests and voting power of existing shareholders may be further diluted.

We have a Shareholders Rights Plan Agreement and certain employment and management contracts that contain provisions designed to discourage a change of control.

A Shareholders Rights Plan between uswas approved in May 2004, modified and our shareholders effective as of June 27, 2007, modified on June 17, 2008further ratified and reapprovedreconfirmed by shareholders onmost recently in July 13, 2011 and certain employment and management agreements contain provisions that could discourage an acquisition or change of control without our board of directors’ approval.2013. Under the Shareholders’ Rights Plan, if a shareholder individually or in concert with other shareholders acquires 20% or more of our outstanding common shares without complying with the Shareholders’ Rights Plan or without the approval of our boardBoard of directors,Directors, all holders of record will have a right to receive one common share for each common share owned. We have also entered into agreements with certain key employees and officers that contain severance provisions in the event of a take-over bid. The Shareholders’ Rights Plan and the preceding agreements may make it more difficult for a third party to acquire control of us, even if such a change of control is more beneficial to shareholders.

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Because we believe that we will be classified as a passive foreign investment company, (aor “PFIC”), U.S. holders of our common shares may be subject to United States federal income tax consequences that are worse than those that would apply if we were not a PFIC.

Because we believe that we will be classified as a passive foreign investment company,PFIC, U.S. holders of our common shares may be subject to United States federal income tax consequences that are worse than those that would apply if we were not a PFIC, such as ordinary income treatment plus a charge in lieu of interest upon a sale or disposition of our common shares even if the shares were held as a capital asset. See “Certain United States Federal Income Tax Consequences” atfurther discussion in Item 10(E).

Absence of DividendsDividends.

We have never declared or paid cash dividends on our common shares and do not anticipate doing so in the foreseeable future. There can be no assurance that our board of directors will ever declare cash dividends, which action is exclusively within its discretion. Investors cannot expect to receive a dividend on our common shares in the foreseeable future, if at all.

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Increased Costs and Compliance Risks as a Result of Being a Public Company

Legal, accounting and other expenses associated with public company reporting requirements have increased significantly in the past few years. We anticipate that general and administrative costs associated with regulatory compliance will continue to increase as a result of governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, as well as new rules implemented by the SEC, Canadian Securities Administrators and the TSX. We expect these rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. There can be no assurance that we will continue to effectively meet all of the requirements of these regulations, including Sarbanes-Oxley Section 404 and Canadian National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings (“NI 52-109”). Any failure to effectively implement new or improved internal controls, or to resolve difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet reporting obligations or result in management being required to give a qualified assessment of our internal controls over financial reporting or our independent registered public accounting firm providing an adverse opinion regarding management’s assessment. Any such result could cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our share price. We also expect these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. If we fail to maintain the adequacy of our internal controls, our ability to provide accurate financial statements and comply with the requirements of the Sarbanes-Oxley Act and/or NI 52-109 could be impaired, which could cause our share price to decrease.

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ITEM 4. INFORMATION ON THE COMPANY

A.              History and Development of the Company

PolyMet Mining Corp. was incorporated under the British Columbia Companies Act and continued under theBusiness Corporations Act(British Columbia) in British Columbia, Canada on March 4, 1981, under the name Fleck Resources Ltd., which we changed to PolyMet Mining Corp. on June 10, 1998.

Our corporate office is located at 100 King Street West, Suite 5700, Toronto, ON M5X 1C7, Canada and our principal executive office of our wholly owned Minnesota subsidiary, Poly Met Mining, Inc. (“PMI”), is situatedlocated at 390 – 3600 Lysander Lane, Richmond, B.C V7B 1C3, Canada. Our phone number is (604) 248-0939.444 Cedar Street, Suite 2060, St. Paul, MN 55101, USA. Our registered and records office is located at our legal counsel’s offices situated at 2500 – 700 West Georgia Street, Vancouver, B.C. V7Y 1B3, Canada. Our operational headquarters areis located at P.O. Box 475, 6500 County Road 666, Hoyt Lakes, MinnesotaMN 55750-0475, United States.USA.

We are a reporting issuer in the following Canadian provinces: Alberta, British Columbia, and Ontario. Our common shares have been listed on the Toronto Stock Exchange (TSX)(“TSX”) since February 1, 2007 and on the TSX Venture Exchange (TSX-V)(“TSX-V”) from April 13, 1984 to January 31, 2007 under the symbol "POM" and since June 26, 2006, our common shares have been listed on the NYSE AmexMKT under the symbol “PLM”.

Our registrar and transfer agent is Computershare Investor Services Inc. of 9th Floor,located at 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, Canada.

During the years ended January 31, 2012, 2011,2014, 2013, and 20102012 we made net investments of $16.137$25.626 million, $16.519$18.404 million, and $17.754$16.137 million, respectively to acquire property, and advance the environmental review and perform work following completionpermitting of the Definitive Feasibility Study (“DFS”) on our NorthMet Project.

All of these expenses were incurred at our NorthMet Project and were funded from the proceeds of equity and convertible debt debenturefinancings. Since completion of the DFS in September 2006, these expenditures and the Erie Plant acquisition have been capitalized.

B.              Business Overview

We are a development stage company engaged in the exploration and development of natural resource properties. Currently our sole mineral property is the NorthMet Project.Project, which comprises the NorthMet copper-nickel-precious metals ore body and the Erie Plant, a large processing facility located approximately six miles from the ore body in the established mining district of the Mesabi Iron Range in northeastern Minnesota, USA.

In the years ended January 31, 2012, 2011,2014, 2013, and 2010,2012, we conducted exploration, development and acquisition activities only and did not conduct any operations that generated revenues. Thus, we rely principally on equity or debt convertible into equity financings to fund our projects and expenditures.

Since 2003, we have focused on commencing commercial production on our NorthMet Project. We have focused our efforts on four main areas:

Acquisition of the Erie Plant. The Erie Plant is a large processing facility and associated infrastructure located approximately six miles west of our NorthMet ore body. On November 15, 2005 and December 20, 2006, wethe Corporation entered into a total of three Contracts for Deed with Cliffs Erie LLC, a subsidiary of Cliffs Natural Resources Inc. (formerly Cleveland Cliffs, Inc.) (“Cliffs”), under which we now own a 100,000 ton-per-day crushing and milling facility, a railroad and railroad access rights connecting the Erie Plant to the NorthMet ore body, tailings facilities, 120 railcars, locomotive fueling and maintenance facilities, water rights and pipelines, large administrative offices on site and approximately 6,000 acres to the east and west of and contiguous to the existing tailing facilities. As partial consideration, we have agreed to indemnify Cliffs for the liability related to final reclamation and closure of the acquired property. See additional discussion in section 4(D)(c)(ii).

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Environmental Review and permitting.Permitting. To commence commercial production at our NorthMet Project, various regulatory approvals are needed. In October 2005, the Minnesota Department of Natural Resources ("MDNR") published its Environmental Assessment Worksheet Decision Document establishing the MDNR as the lead state agency and the USACE as the lead federal agency (together the “Lead Agencies”) for preparation of an Environmental Impact Statement (“EIS”) for our NorthMet Project.

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In November 2009, the Lead Agencies published the PolyMet Draft EIS, which marked the start of a period for publicThe environmental review and comment that ended on February 3, 2010. During this period, the Lead Agencies held two public meetings and received more than 3,700 submissions containing approximately 22,000 separate comments, including an extensive comment letter from the EPA in its role as reviewer of projects that could impact the environment.

On June 25, 2010 the Lead Agencies announced that they intended to complete the EIS process by preparing a SDEIS that incorporates a proposed land exchange with the USFS Superior National Forest and expands government agency cooperation. The USFS joined the USACE as a federal co-lead agency through the completion of the EIS process. In addition, the EPA has joined the effort as a cooperating agency. The MDNR remains the state co-lead agency.

On October 13, 2010 the USACE and the USFS published a Notice of Intent to complete the SDEIS, which will:is very thorough:

Once the SDEIS is completed, it will be made available for public review prior to preparation of the Final EIS. Completion of the Finalfinal EIS, incorporating appropriate responses to public comments, and a subsequent Adequacy Decisionadequacy decision by the MDNR and Record of Decision by the federal agencies are necessary before the land exchange can occur and various permits required to construct and operate the NorthMet Project can be issued. We anticipate the land exchange will occur and permits be issued during late first quarter of calendar 2015.

Prior to receipt of these permits, we intendwill seek to secure production debt financing that would be available upon receipt of key permits, with construction slated to start upon availabilityanticipated through the middle of construction finance.calendar year 2016.

See additional discussion in section 4(D)(d).

Engineering and feasibility. We retained Bateman Engineering Pty.Pty Ltd of Brisbane, Australia (“Bateman”) as the coordinating consultant to prepare a DFS.Definitive Feasibility Study (the “2006 DFS”). In September 2006 we reported that the DFS confirmed the economic and technical viability of our NorthMet Project.

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Bateman was responsible for completing the process design and detail engineering and cost estimates for the plant and infrastructure. This work was supported by other firms that provided geo-statistical reviews of the ore body, mine planning and scheduling of ore and waste, and assessment of the market for the metals and intermediate products planned to be produced.

SinceBetween September 2006 and October 2007 we have completed additional drilling and expanded the reserves. In May 2008 we completed an internal update of the DFS (the “DFS“2008 DFS Update”), which contemplates an initial stage in which we would sell concentrate during completion of construction and commissioning of the hydrometallurgical plant that was contemplated in the 2006 DFS. This approach has the advantage of staging capital costs so that the hydrometallurgical plant can be funded in part from cash flow from sales of concentrate, and it reduces our reliance on delivery of long lead-time equipment before we start commercial production.

In February 2011, we announced that we plan to buildanticipate building the NorthMet Project in two phases, the first to produce and market concentrates containing copper, nickel, cobalt and precious metals, and the second to process the nickel concentrate through a single autoclave, resulting in production and sale of high grade copper concentrate, value added nickel-cobalt hydroxide, and precious metals precipitate products.

- 12 -The results of the 2007 drill program, the 2008 DFS Update and the February 2011 revisions are described in the technical report under NI 43-101 as amended, filed on EDGAR on April 5, 2013 and on SEDAR on January 23, 2013 (the “Technical Report”).

In February 2013, we announced further improvements to the NorthMet Project that we anticipate will reduce the NorthMet Project’s environmental impacts. The reduced environmental impacts include: reductions in sulfur dioxide, mercury and greenhouse gas emissions at the plant site, capture of groundwater and surface seepage with the construction of an in ground containment system to the north and west of the existing tailings basin, and all contact water discharged from the NorthMet Project will be treated through reverse osmosis plants.

With project design locked down in the supplemental draft EIS, we are undertaking a complete review of capital and operating costs based on detailed project plans. We anticipate issuing an updated Technical Report under National Instrument 43-101 in the second calendar quarter of 2014 (the “2014 Project Update”).

See additional discussion in section 4(D)(g).

Financing and corporate development.development. Since 2003transitioning to a development stage entity in September 2006 we have raised approximately $145US$177 million fromin equity private placement financings and the exercise of warrants issued as part of those financings. We have also issued $25US$25 million initial principal debenturesdebt exchangeable into equity upon receipt of permits necessary to build and operate the NorthMet Project. We also have a loan of $4 million secured by land acquired with proceeds from the loan.

In October 2008, we entered into a strategic partnership with Glencore AG (“Glencore”) whereby Glencore agreed (i) to purchase up to $50 million of our floating rate secured debentures, of which $25 million has been issued, which are exchangeable into our common shares, and (ii) to purchase all of our production of concentrates, metal, or intermediate products on market terms at the time of delivery, for at least the first five years of production. We also appointed Stephen Rowland, a senior executive at Glencore, to our Board of Directors, and a senior technical representative of Glencore to join our Technical Steering Committee.

$7.5 million of the debentures were issuedSee additional discussion in October 2008, $7.5 million were issued in December 2008, $5.0 million were issued in June 2009, and $5 million were issued in August 2009. The final $25 million debentures were not issued and any commitments in connection with the final $25 million were cancelled in November 2010. We also issued to Glencore warrants to purchase 6.25 million of our common shares at any time prior to September 30, 2011 at $5.00 per share if exercised before the NorthMet Project entered into commercial production.

In November 2009, we entered into an agreement with Glencore whereby, in two installments, Glencore purchased $25 million of our common shares at $2.65 per share. The first installment of $10 million closed on November 23, 2009 and the second installment of $15 million closed on January 26, 2011. We also decreased the exercise price of the warrants issued in October 2008 to $3.00 per share.

In November 2010, we entered into a further agreement with Glencore whereby:

On January 17, 2011 and July 15, 2011 Glencore funded the first and second $10 million tranches of the November 2010 financing agreement and we issued a total of 10 million of our common shares to Glencore. The final $10 million will be funded and we will issue an additional 5 million common shares to Glencore no later than October 15, 2012.

In December 2011, we entered into a further agreement with Glencore whereby:

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On June 18, 2011 we closed a loan from the Iron Range Resources and Rehabilitation Board (“IRRRB”), an economic development agency with no regulatory oversight for mine permitting activities. The loan is secured by land acquired with the proceeds of the loan, carries a fixed interest rate of 5% per annum, compounded annually if not paid, and is repayable on the earlier of June 30, 2016 or the date which the related land is exchanged with the USFS. PolyMet issued warrants giving the IRRRB the right to purchase up to 400,000 shares of our common shares at $2.50 per share at any time until the earlier of June 30, 2016 and one year after permits are received.section 5(b).

C.              Organizational Structure

Poly Met Mining, Inc., incorporated in Minnesota, USA on February 16, 1989, is our only material, wholly owned operating subsidiary.

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D.              Property, Plant and Equipment

Mineral Property - NorthMet Project, Minnesota, USA

Our primary mineral property is the NorthMet Project, which comprises the NorthMet copper-nickel-precious metals ore body and the nearby Erie Plant facilities.

In the years ended January 31, 2012, 2011,2014, 2013, and 2010,2012, we conducted exploration, development and acquisition activities only and did not conduct any operations.

(a)             History

The NorthMet ore body is located immediately south of the eastern end of the historic Mesabi Iron Range in northeastern Minnesota. Mining in the Iron Range dates back to the 1880’s when high grade iron ore known as hematite was first mined commercially. During the 1940’s and 1950’s, with reserves of hematite dwindling, the iron industry began to focus on taconite, a lower-grade iron ore. Eight large crushing, grinding, milling and pelletizing facilities were built by various iron and steel companies to process the taconite, including the Erie Plant that we acquired in November 2005.

In the 1940s, copper and nickel were discovered nearby, following which, in the 1960s, United States Steel Corporation (“US Steel”) drilled what is now our NorthMet ore body. US Steel investigated the deposit as a high-grade, underground copper-nickel resource, but considered it to be uneconomic based on its inability to produce separate, clean nickel and copper concentrates with the metallurgical processes available at that time. In addition, prior to the development of the autocatalyst market in the 1970s, there was little market for platinum group metals (PGMs) and there was no economic and reliable method to assay for low grades of these metals.

In 1987, the Minnesota Natural Resources Research Institute (“NRRI”) published data suggesting the possibility of a large resource of PGMs in the base of the Duluth Complex. In 1989, we acquired a 20-year renewable mining lease over the property from US Steel and commenced an investigation into the potential for mining and recovery of copper, nickel, and PGMs. We re-assayed pulps and rejects from the previous US Steel drilling to obtain data on the PGMs. Sequentially we entered into joint venture agreements with Nerco and Argosy Mining, which assisted in identifying and quantifying potential PGM values. However, the challenge of producing separate concentrates of saleable copper and nickel remained.

In the mid-90’s, we began investigating the use of alternative metallurgical processes, including bio-leaching and pressure oxidation. In 1998 we focused on a hydrometallurgical technology that uses autoclaves, which are vessels operating at high temperature, high pressure, and in an oxygen-enriched environment, to oxidize the sulfidic ores and leach the metals therein. This technology was developed in the 1950s and has been used commercially in the copper, nickel, cobalt, and gold mining industries since the 1980s.

In July 2000, we entered into a joint venture arrangement with North Limited (“North”), a major Australian mining company, to advance the NorthMet projectProject (which did not include the Erie Plant at that time) to commercial production. Under the joint venture arrangement, North had the opportunity to earn an 87.5% interest in the NorthMet projectProject by producing a feasibility study and funding 100% of the total capital costs to develop the project.

In August 2000, Rio Tinto Limited (“Rio Tinto”) acquired North. Subsequently, Rio Tinto decided not to proceed with the NorthMet Project and we exercised our 30-day pre-emptive right, under a “change of control” clause, to terminate the joint venture arrangement. As a result, we regained a 100% interest in the NorthMet Project.

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Following completion of metallurgical pilot plant work in November 2000, we commissioned a pre-feasibility study on the project that was completed in April 2001. The pre-feasibility study contemplated a 50,000 metric tonne-per-day (55,000 short tpd) operation and anticipated the construction of a new, stand-alone processing plant to produce copper, nickel and cobalt metals on site. The study found the economics of the NorthMet Project were unacceptably low owing to the capital cost of building a new plant facility combined with low metal prices prevailing at that time. No further work was done until March 2003, when a new management team took over our Company and commenced a detailed review of the project.

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The new management team believed that acquisition of the Erie Plant had the potential to substantially reduce the capital cost and to simplify the permitting process which could improve the project economics.

By a Memorandum of Understanding dated December 5, 2003 and an option agreement dated February 14, 2004, we obtained an option (the “Cliffs Option”) to acquire certain property, plant, and equipment located near our NorthMet ore body from Cliffs. As consideration for the Cliffs Option, we paid $500,000 prior to January 31, 2004 and issued to Cliffs 1,000,000 of our common shares on March 30, 2004, valued at $229,320 to maintain our exclusive rights until June 30, 2006. On September 15, 2005 we reached agreement with Cliffs on the terms for the early exercise of our option and expansion of the assets to be acquired to include 100% ownership of the Erie Plant (the “Asset Purchase Agreement”). Under this agreement we agreed to pay Cliffs $1 million in cash, 6.26,200,547 million of our common shares valued at $7.564 million, and commence quarterly payments of $250,000 starting on March 31, 2006 for a total of $2.4 million plus interest at 4% per annum on the outstanding balance. The final payment was made on June 30, 2008.

On November 15, 2005, we consummated the Asset Purchase Agreement and completed the acquisition thereunder. The final payment was made on June 30, 2008.

On September 14, 2006, we entered into an agreement through two separate contracts for deed with Cliffs whereby we would acquire property and associated rights (“Cliffs II.”) for 2,000,000 of our common shares valued at $6.16 million and $15.0 million payable in cash and two notes, each for $7 million. We closed the transaction on December 20, 2006.2006 and repaid the outstanding balance of the two $7 million notes plus accrued interest on December 21, 2011.

The Erie Plant facility includes land, crushing and milling equipment, extensive spare parts, plant site buildings, real estate, tailings impoundments and workshops, access to extensive mining infrastructure, a railroad connection to the site of the NorthMet ore body, a 120-railcar fleet, locomotive fueling and maintenance facilities, water rights and pipelines, large administrative offices on site and approximately 6,000 acres to the east and west of and contiguous to our existing tailings facilities.

The purchase price for Cliffs II consisted of 2 million of our common shares valued at $6.16 million and $15 million in cash to be issued and paid in three tranches, comprising:

• $1 million in cash, paid at closing;

• $7 million in cash payable in quarterly installments of $250,000 commencing December 31, 2006. Interest on the outstanding amount was payable quarterly from December 31, 2006 at the Wall Street Journal Prime Rate, and

• $7 million in cash payable in quarterly installments of $250,000 commencing on December 31, 2009 with a balloon payment of any unpaid balance due on December 31, 2011. Interest began to accrue on the outstanding amount beginning on December 31, 2009 and was payable quarterly at the Wall Street Journal Prime Rate.

We also assumed certain liabilities associated with the property.

We repaid the outstanding balance of the two $7 million notes plus accrued interest on December 21, 2011 and therefore, as of January 31, 2012 we have no further obligations to Cliffs other than the assumed environmental liabilities.property purchased above. See additional discussion in section 4D(c)(ii).

Since inception, we have a cumulative deficit of $81.8$96.5 million, much of which has been incurred directly and indirectly in connection with our NorthMet Project. These expenditures supported drilling, sampling, assaying, environmental, metallurgical testing, and the pre-feasibility studies.

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The following diagram illustrates the location of the NorthMet Project.

Figure No. 1
NorthMet Project Map

(b)             Location / Access / Climate

The NorthMet Project covers a total of approximately 16,700 acres or 25.9 square miles comprising two areas: the NorthMet mine site totaling approximately 4,300 acres or 6.5 square miles of leased mineral rights and the Erie Plant site totaling approximately 12,400 acres or 19.4 square miles of freehold land located approximately six miles west of the mine site. The property is located in St. Louis County in the Mesabi Iron Range Districtmining district about 60 miles north of Duluth, Minnesota. The NorthMet Project is easily accessible via state and county roads. The surfaced County Highway 666 links the plant to the town of Hoyt Lakes, itself approximately 25 miles east of Virginia, Minnesota which is located on State Highway 53. The mine site is accessible by an all-season gravel road from the plant site and a private railroad crosses the property immediately south of the deposit and runs to the plant site. The plant site is serviced by commercial railroad which connects into the US national and Trans-Canadian railroad systems, as well as a private railroad providing access to port facilities located on Lake Superior. Three high-voltageHigh-voltage power lines owned by Minnesota Power supply the plant site and there is ready access to industrial electric power at the mine site.

The northern Minnesota climate is continental, characterized by wide variations in temperature. The temperature in the nearby town of Babbitt averages -14ºC (7ºF) in January and 19ºC (66ºF) in July. The average annual precipitation is 28 inches with approximately 30% during the months from November to April and 70% from May through October.

- 17 -18

Pursuant to two lease agreements,leases, we lease certain lands covering 4,282 acres or 6.5 square miles located in St. Louis County, Minnesota, known ashold mineral rights and the NorthMet Project:

• Pursuantright to an agreement dated January 4, 1989, subsequently amended and assigned, we lease 4,162 acres from RGGS Land & Minerals Ltd., L.P (“RGGS”). Duringmine upon receiving the year ended January 31, 2005, US Steel assignedrequired permits. We have proposed to acquire surface rights through a land exchange with the lease to RGGS. The initial term of the renewable lease was 20 years and called for total lease payments of $1.450 million. We can indefinitely extend the 20-year term by continuing to make $150,000 annual lease payments on each successive anniversary date. All lease payments have been paid or accrued to January 31, 2012.
  
  We can, at our option, terminate the lease at any time by giving written notice to the lessor not less than 90 days prior to the effective termination. The lease payments are considered advance royalty payments and will be deducted from future production royalties payable to RGGS, which range from 3% to 5% based on the net smelter return that we receive. Our recovery of the advance royalty payments is subject to the lessor receiving an amount not less than the amount of the annual lease payment due for that year.USFS.

• Pursuant to an agreement effective December 1, 2008, we lease 120 acres that are encircled by the RGGS property from LMC Minerals (“LMC”). The initial term of the renewable lease is 20 years and calls for minimum annual lease payments of $3,000 on each successive anniversary date until our project commences commercial production, or for the first four years, whichever is the shorter, after which the minimum annual lease payment increases to $30,000. The initial term may be extended for up to four additional five-year periods on the same terms. All lease payments have been paid to January 31, 2011.
  
  The lease payments are considered advance royalty payments and will be deducted from future production royalties payable to LMC, which range from 3% to 5% based on the net smelter return that we receive. Our recovery of the advance royalty payments is subject to the lessor receiving an amount not less than the amount of the annual lease payment due for that year.

(ii)   The Erie Plant

The Erie Plant
As set forth under the Asset Purchase Agreement, we have assumed certain ongoing site-related environmental and reclamation obligations of Cliffs in connection with the Erie Plant. Once we obtain our permit to mine and Cliffs is released from its obligations by certain state agencies, we will be directly obligated to comply with applicable environmental and reclamation obligations. Prior to Cliffs' acquisition of the plant from LTV Steel and prior to our acquisition of the plant from Cliffs, both Cliffs and ourselves undertook environmental assessments and concluded that there were no material liabilities other than the ultimate closure and reclamation of the site. Until operating permits are granted to us, Cliffs remains the “Regulated Party” for such obligations although, as part of the Asset Purchase Agreement, we have indemnified Cliffs for such costs.

The Erie Plant comprises a large crushing, grinding and milling facility that was built by a consortium of steel companies in the mid-1950s and processed low grade iron ore known as taconite that was transported to the facility by railroad from nearby mines. In the mid-1980’s, the consortium was consolidated into a single owner – LTV Steel. Pickands-Mather and its successor Cliffs operated the plant on behalf of the owners, processing approximately 100,000 tons per day of taconite ore. The plant was shut down in 2001 when LTV Steel filed for bankruptcy protection. Since then it has been maintained initially by Cliffs and, since November 15, 2005, by us. The plant did not operate during the 12 months ended January 31, 2012.2014.

- 18 -

The plant is located approximately six miles west of our NorthMet ore body, about five miles north-northwest of the town of Hoyt Lakes, itself located about 25 miles west of Virginia, Minnesota. The plant site covers approximately 12,400 acres, or 19.4 square miles, and is powered by electricity from local power lines.

The plant facilities include two rail dump pockets, two primary 60” gyratory crushers, eight secondary 36” gyratory crushers, seven tertiary seven-foot standard cone crushers, 14 seven-foot short-head crushers, 30 mill circuits each comprising one 12’x 14' rod mill and one 12’x 14' ball mill, three 12'x 24' regrind mills, maintenance facilities and spare parts, extensive conveyors, feeders, bins, auxiliary facilities and offices, established infrastructure including a 225 MVA high voltage electrical substation, water supply, roads, tailings basins and rail facilities.

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With the completion of Cliffs II, we also own a 120-railcar fleet, locomotive fueling and maintenance facilities, water rights and pipelines, and large administrative offices on site.

Until the plant was closed in 2001, Cliffs had undertaken numerous programs to update and modernize control systems. The plant is generally in good physical condition and was operating at or near full capacity prior to its closure. We are not yet utilizing the Erie Plant but we have examined the plant in detail and have restarted certain pieces of equipment and believe it to be serviceable.

We plan to use approximately one-third of the historic productive capacity to crush and grind material that we expect to mine from the NorthMet deposit. We intend to construct new facilities to recover copper metal, nickel and cobalt hydroxides, and precious metal precipitates.

The cost of acquisition of the Erie Plant and associated infrastructure was $18.9 million in cash and 9,200,547 shares at a fair value of $13.953 million. As set forth under the Asset Purchase Agreement, we have assumed certain ongoing site-related environmental and reclamation obligations of Cliffs in connection with the Erie Plant. Once we obtain our permit to mine and Cliffs is released from its obligations by certain state agencies, we will be directly obligated to comply with applicable environmental and reclamation obligations. Prior to Cliffs' acquisition of the plant from LTV Steel and prior to our acquisition of the plant from Cliffs, both Cliffs and ourselves undertook environmental assessments and concluded that there were no material liabilities other than the ultimate closure and reclamation of the site. Until operating permits are granted to us, Cliffs remains the “Regulated Party” for such obligations although, as part of the Asset Purchase Agreement, we have indemnified Cliffs for such costs.

On January 28, 2010, Cliffs received a notice of intent to sue pursuant to Section 505 of the Clean Water Act on behalf of the Center for Biological Diversity, Save Lake Superior Association and the Indigenous Environmental Network. Pursuant to the notice, these environmental groups intended to file a lawsuit in Federal court for alleged violations by Cliffs Erie of National Pollutant Discharge Elimination System ("NPDES") permits at three separate locations on the Cliffs Erie property.

On April 6, 2010 Cliffs entered a consent decree with the Minnesota Pollution Control Agency (MPCA) under which it is obligated to proceed with both short and long-term mitigation of the alleged violations. As the indemnifying party, we are working closely with Cliffs on fulfillment of Cliff’s obligations under the consent decree. In 2010, Cliffs submitted short-term mitigation plans, which we participated in preparing. Field study activities were completed in 2010 and 2011 and short-term mitigations were initiated in 2011 as outlined in the plans. Long Term Mitigation Plansplans and approved by the MPCA. Long-term mitigation plans were submitted to the MPCA in April of 2012. TheIn October 2012, a response was received from the MPCA is expectedapproving plans for pilot tests of various treatment options to review and respond to those plans by mid 2012.determine the best course of action.

As ofat January 31, 20122014 we estimate the total indemnification liability (including the additional liabilities associated with the consent decree) to be approximately $25.8$60.4 million in present day costs and, based on the expected timing of such payments, our cost of capital, and anticipated inflation rates, we made a provision of $22.8$51.1 million in our financial statements at that date under IFRS.date.

This is our best estimate of the future liability. However, there is substantial uncertainty related to the long-term mitigation plan implementation cost as a result of implementation of the Long Term Mitigation Plan related to uncertainty about applicable water quality standards, the engineering scope, and cost of mitigation required to meet those standards, and responsibility for the financial liability. Outcomes that are unfavorable to us could result in material additional liability.

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(d)             PermittingEnvironmental Review and EnvironmentalPermitting

We commenced the environmental review and permitting process in early 2004. In October 2005, the MDNR published its Environmental Assessment Worksheet Decision Document establishing the MDNR as the lead state agency and the USACE as the lead federal agency (together the “Lead Agencies”) for preparation of an EIS for the project. In 2006 these Leadthe Co-lead Agencies selected anEnvironmental Resources Management (“ERM”) as the independent environmental contractor (“the EIS Contractor”) to prepare the EIS. The EIS ContractorERM is Environmental Resources Management, a leading global provider of environmental, health and safety, risk, and social consulting services. The EIS Contractor team includedincludes members with expertise and experience in mining sulfidicnon-ferrous ores. Several other government agencies (including the USFS, the Bois Forte Band of Chippewa and the Fond Du Lac Band of Lake Superior Chippewa) joined the EIS preparation team as Cooperating Agencies, which brought their special expertise to the process.

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In January 2007, we submitted a Detailed Project Description (“DPD”) to state and federal regulators. The DPD laid out our development plans and proposed environmental safeguards including a mine plan, a wetland mitigation plan, air and water quality monitoring plans and a closure plan with closure estimate. Since then, we have submitted a supplemental DPD as well as more than 100 supporting research studies, including comprehensive mine waste characterization studies, water quality modeling and air quality modeling.

Under state and federal guidelines and regulations, a Draft EIS identifies the environmental impact of a proposed project as well as evaluating alternatives and ways to mitigate potential impacts. We were involved in the process of alternative/mitigation development and had input into the technical and economicaleconomic feasibility of potential alternatives and mitigations. The EIS Contractor prepared a series of preliminary versions of the Draft EIS that were reviewed and commented on by the Lead Agencies, other governmental agencies, and PolyMet.

In November 2009, the LeadCo-lead Agencies published the PolyMet Draft EIS with formal notification of publication in the Minnesota Environmental Quality Board (“EQB”) Monitor and the Federal Register, which started a 90-day period for public review and comment, which ended on February 3, 2010. During this period, the lead Agencies held two public meetings – one in the town of Aurora, MN near the project location and one in Blaine, MN in the metropolitan Minneapolis-St. Paul area.

The Lead Agencies received more than 3,700 submissions containing approximately 22,000 separate comments,comment letters, including an extensive comment letter from the EPA in its role as reviewer of projects that could impact the environment.

OnIn June 25, 2010 the LeadCo-lead Agencies announced that they intended to complete the EIS process by preparing a Supplemental Draft EIS ("SDEIS) that incorporates a proposed land exchange proposed with the USFS Superior National Forest land exchange and expands government agency cooperation. The USFS joined the USACE as a federal co-lead agencyCo-lead Agency through the completion of the EIS process. In addition, in June 2011 the EPA has joined the effort as a cooperating agency. The MDNR remains the state co-lead agency.Cooperating Agency.

OnIn October 13, 2010 the USACE and the USFS published a Notice of Intent to complete the SDEIS which will:

• Supplementto supplement and supersede the Draft EIS and respond to concerns identified by the EPA and other comments on the Draft EIS and
• Incorporate potential effects from the proposed land exchange between the USFS Superior National Forest and us.

Public review ofOn December 6, 2013 the scope ofCo-lead Agencies published the land exchange ended on November 29, 2010. The Notice of Intent stated that the proposed land exchange would eliminate conflicts between the United States and private mineral ownership and consolidate land ownership to improve Superior National Forest management effectiveness and public access to federal lands. The proposed exchange is in accordance with Forest Service Strategic Plan Goals to provide and sustain long-term socioeconomic benefits to the American people, conserve open space, and sustain and enhance outdoor recreation activities.

The NorthMet mine site encompasses approximately 2,840 of the 6,650 acres of land proposed for exchange to private ownership; the remaining federal property would improve intermingled and inefficient ownership patterns and eliminate conflicts if minerals development were to expand in the future.

The lands that would be received by the Superior National Forest consist of forest and wetland habitat as well as lake frontage. These lands would enhance public recreation opportunities and complement existing federal ownership by eliminating or reducing private holdings surrounded by Superior National Forest land.

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On February 1, 2012 we reported continued progress toward completion of the SDEIS. ERM, the Lead Agencies' environmental consultant, has completedSDEIS, which started a significant amount of work on the document, which will comprise nine chapters. The first four chapters, comprising over 400 pages and including more than 100 figures, have been drafted and are being reviewed by the Lead Agencies.

Other important milestones achieved as at February 1, 2012 include:

• Approval of air emission estimates.
• Approval of cumulative visibility, acid deposition, and fiber impact evaluation reports.
• Completion of geotechnical stability modeling with results now under review.
• Completion of direct wetland impact evaluation and wetland mitigation plans, which are now under review.
• Completion of hazardous materials assessment; threatened, endangered and sensitive species analysis; assessments of wildlife and heritage resources; and wetland/floodplain analysis reports for the lands involved in the land exchange, which have been delivered to the USFS for review.
• Delivery by us of updated project documents including the detailed project description, mine plan, reclamation and waste disposal plans, and extensive data packages.

As SDEIS preparation moves into the final stages, the Lead Agencies have completed a detailed assessment of tasks outstanding and the timeline. The key task is completion of detailed environmental modeling, including quality assurance/quality control plans as well as generation, verification, review, and documentation of modeling input data and model assumptions.

Once all aspects of modeling have been completed, the results will be incorporated into a preliminary SDEIS that will be available for review by the Cooperating Agencies (including the EPA). Comments from the Cooperating Agencies will be incorporated as appropriate, which will then be publishednew period for public review and comment. Acomment, including three public meetings, which ended on March 13, 2014. The EPA rated the supplemental draft EIS EC-2, EC being one of four possible ratings, with the highest LO (Lack of Objections) typically applied to non-industrial projects such as the Upper Mississippi National Wildlife and Fish Refuge Comprehensive Conservation Plan Implementation. The EC (Environmental Concerns) rating is the same as received by some other notable Minnesota projects including the Central Corridor Light Rail Project in the Twin Cities, the St. Croix River Crossing, and several other major highway improvement and bridge projects. The EC (Environmental Concerns) rating is the same as received by some other notable Minnesota projects including the Central Corridor Light Rail Project in the Twin Cities, the St. Croix River Crossing, and several other major highway improvement and bridge projects. The end of the public review and comment period and EPA rating marks important and necessary steps forward so the EIS can be finalized and we can permit and build the mine.

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On December 16, 2013 the USACE published notice of our Section 404 Wetland Permit application, a key federal permit needed for construction and operation of the our NorthMet Project. The publication was subject to public review for 90 days, which ended March 13, 2014 and included a public meeting in Duluth, MN on January 16, 2014.

Completion of the final EIS, will incorporateincorporating appropriate responses to public comments, after whichand a subsequent Adequacy Decisionadequacy decision by the MDNR and Record of Decision by the federal co-lead agencies are necessary before the land exchange can occur and various permits required to construct and operate the projectNorthMet Project can be issued.

A number of We anticipate the land exchange will occur and permits will need to be issued by the MDNR, the MPCA and the USACE before construction can begin - theduring late first quarter of calendar 2015.

The major permits are:

U.S. Army Corps of Engineers

• Section 404 Individual Permit for Impacted Wetlands

Minnesota Department of Natural Resources

• Permit to Mine
• Water Appropriations Permit
• Dam Safety Permit
• Wetland Replacement Plan

Minnesota Pollution Control Agency

• National Pollutant Discharge Elimination System (NPDES) Permit (storm water)
• State Disposal System (SDS) Permit
• Air Emissions Permit

Prior to receipt of the permits, the Company will seek to secure construction financing that would be available upon receipt of key permits, with construction anticipated through the middle of calendar year 2016.

As ofat January 31, 2012,2014, we had spent approximately $40.3$68.4 million on environmental review and permitting activities comprising $6.5 million expensed prior to October 2006 and $33.8$61.9 million since October 2006.

- 21 -See discussion of development plans in section 4(D)(g).

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(e)             History of Exploration

Prospectors first discovered copper and nickel near Ely, Minnesota about 20 miles north of NorthMet in the 1940s. Subsequently, the Bear Creek Mining Company conducted a regional exploration program resulting in the discovery of the Babbitt deposit (northeast of NorthMet). US Steel began an exploration program in the Duluth Complex in the late 1960’s and over the next few years drilled 112 core holes into the NorthMet property (then called Dunka Road) to an average depth of 1,200 feet. In 1991, Nerco drilled an additional 2 shallow holes.

FromSince 1998 through a winter drill program in 2006/7, we have conducted a series of drilling programs totaling 243323 holes for approximately 146,000172,000 feet of core and reverse circulation drilling. These holes, combined with recompilation of all prior work, for a total of 357437 diamond and reverse circulation holes aggregating to approximately 280,000306,000 feet, were the basis of our most recentDecember 2007 resource and reserve estimates. Since the summer of 2007 we have drilled an additional 80 shallow holes totaling 26,000 feet, which were not incorporated intoestimates in our 2007most recent Technical Report under NI 43-101. Total43-101 as amended, filed on April 5, 2013.

The historic drilling was conducted using industry standard procedures of the time. The core was retained and has been resampled by PolyMet. More recent work by PolyMet has been conducted using standard industry protocols, including Quality Assurance/Quality Control procedures under the supervision of Qualified Persons. We believe that the resulting drill hole database is 437 holes to an average depthreliable and can be confidently used in the estimation of 700 feet.the NorthMet resource and reserves.

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Mineral Resources and Mineral Reserves

Within the overall mineralized envelope defined by these exploration programs, the 2006 DFS defined measured and indicated mineral resources above the 500-foot elevation (approximately 1,120 feet below surface.) On August 9,The results of additional drilling through October 2007 we reported thatresulted in a further increase in measured and indicated mineral resources at the NorthMet Project had increased by 51% to 638694 million short tons from the 422 million short tons reported in the 2006 DFS. The revised2008 updated mineral resource estimates are based on the same cut-off grades used in the 2006 DFS – namely a Net Metal Value (“NMV”) of $7.42 per ton, reflecting mine planning at a copper price of $1.25 per pound and a nickel price of $5.60 per pound – see notes to the following table.

Details of the mineral resources are set out in the following table:

2008 Updated Mineral Resources compared with 2006 DFS Mineral Resources

The increase in mineral resources reflects two changes:

• Data from the calendar 2007 drill program which confirmed the continuity of the main mineralized zone and the size of the Magenta Zone, which was extended down dip and to the west. These changes contributed 149 million short tons to the increase in measured and indicated mineral resources.

• Extension of the overall mineral envelope to approximately 1,620 feet below surface (0’ – elevation), compared with the prior cutoff at approximately 1,120 feet below surface (500’ – elevation). This change contributed 67 million short tons to the increase in measured and indicated mineral resources.

As a result, measured and indicatedThe mineral resources have increased by 216 million short tons to 638 million short tons and inferred mineral resources have been expanded to 252 million short tons from 121 million short tons – all on the DFS cut-off grade. Details of the mineral resources are set out in the following table.

Updated Mineral Resources compared with DFS

The resource estimate update was completed by a team from thePierre Desautels of AGP Mining Consultants in Toronto office of Wardrop Engineering working closely with PolyMet’s chief geologist, at the time, Richard Patelke. A NI 43-101 compliant report describing this increase was issued in September 2007 and has been filed on PolyMet’s website (www.polymetmining.com)EDGAR on April 5, 2013 and on SEDAR at www.sedar.com. Pierre Desautels of Wardrop and Richard Patelke of PolyMet are the Qualified Persons for this report.on January 23, 2013.

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On September 26, The 2006/2007 PolyMet reported thatdrill program also increased proven and probable mineable reserves at the NorthMet Project had increased by 51% to 275 million short tons from the 182 million short tons reported in the DFS.

These reservesProject. Reserves are constrained to mineable blocks associated with material contained in the measured and indicated resource blocks in the DFS for which detailed mining cost estimates, infrastructure planning, and waste rock stockpile locations were prepared as part of a larger study supporting the DFS. It should be noted that the inferred resources were not included in the DFS or in this interim reserve update.

In conjunction with this increase in reserves, the strip (waste:ore) ratio for the revised mine plan declined to 1.46:1 from 1.66:1.

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Details of the mineral reserves are set out in the following table:

Updated Mineral Reserves compared with DFS Mineral Reserves

The reserve estimate update was completed by a team from theGordon Zurowski of AGP Mining Consultants (formerly Wardrop) in Toronto office of Wardrop Engineering working closely with our then team of Don Hunter and Richard Patelke. Gordon Zurowski of WardropAGP Mining Consultants and Don Hunter of PolyMet were the Qualified Persons.

(f)             Geology and Mineralization

The geology of northeastern Minnesota is predominantly Precambrian in age. Approximately 1.1 billion years ago, mid-continent rifting resulted in mafic volcanism and associated intrusions along a portion of the Midcontinent Rift System, which extends from Ohio, through the Lake Superior region to Kansas. The Midcontinent Rift consists of three parts: thick lava flows, intrusive rock and overlying sedimentary rock. There are three major intrusive complexes: the Coldwell Complex of Ontario, the Mellen Complex along the south shore of Lake Superior and the Duluth Complex along the north shore.

The Duluth Complex hosts the NorthMet mineralization. The Complex extends in an arcuate belt from Duluth to the northeastern tip of Minnesota. Emplacement of the intrusion appears to have been along a system of northeast-trending normal faults that form half-grabens stepping down to the southeast. The magma was intruded as sheet-like bodies along the contact between the Early Proterozoic sedimentary rocks of the Animikie Group and the mafic lava flows of the North Shore Volcanic Group.

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The Duluth Complex is represented by the Partridge River intrusion which overlays the Biwabik Iron Formation – the Partridge River intrusion is locally sub-divided into seven troctolitic units:

The general trend of the sedimentary rocks at the base of the NorthMet deposit is striking east-northeast and to dipping to the southeast about 15-25°, and the Partridge River intrusion appears to follow this general trend.

The majority of the rock at NorthMet is unaltered, with a minor alteration found along fractures and micro-fractures, consisting of serpentine, chlorite and magnetite replacing olivine, uralite and biotite replacing pyroxene, and sausserite and sericite replacing plagioclase. Sulfide mineralization does not appear to be directly related to the alteration.

The metals of interest at NorthMet are copper, nickel, cobalt, platinum, palladium, gold and lesser amounts of rhodium and ruthenium. In general, the metals are positively correlated with copper mineralization, cobalt being the main exception. Unit 1 mineralization is found throughout the deposit. A shallow dipping, near surface though less extensive mineralized zone is found in Units 4, 5, and 6 in the western part of the deposit, it is copper-rich relative to sulfur, and moderately enriched in PGMs.

Sulfide mineralization consists of chalcopyrite, cubanite, pyrrhotite and pentlandite with minor bornite, violarite, pyrite, sphalerite, galena, talnakhite, mackinawite and valleriite. Sulfide minerals occur mainly as blebs interstitial with plagioclase, olivine and augite grains, but also occur within plagioclase and augite grains, as intergrowths with silicates, or as fine veinlets. The percentage of sulfides varies from trace to about 5%. Palladium, platinum and gold are associated with the sulfides.

The NorthMet deposit has been identified over a length of approximately 2.5 miles and has been found to a depth of more than 2,600 feet. It is covered by a thin layer of glacial till but otherwise reaches to the surface at the northern edge.

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(g)             Development Plans

Our development plans were set out in ourThe 2006 DFS prepared by Bateman in September 2006. This contemplated the development of a new open pit mine at our NorthMet ore body, using rail infrastructure we acquired as part of Cliffs II to transport approximately 32,000 tons of ore per day from the mine site to our Erie Plant, where we would use our existing facilities to crush and mill the rock. The finely ground material would then pass to a new flotation circuit with waste material sent to existing waste tailings facilities and the concentrate being passed to a new hydrometallurgical plant that we plan to build at the Erie Plant site.

We believe that we have completed exploration work required for the initial phases of production at NorthMet, however, we may need to conduct further in-fill drilling during the anticipated life of the project. Since publication of the 2006 DFS, we have recognized the commercial potential to sell concentrates during the construction and commissioning of the new hydrometallurgical facilities.

DFS Update

OnIn May 20, 2008 we reported revised plans and cost estimates for construction and operating costs. These revised plans included:

• that included the sale of concentrate during the construction and commissioning of new metallurgical facilities resulting in a shorter pre-production construction period and reduced estimates of capital costs prior to first revenues, ($312 million versus $380 million) despite the inclusion of an estimated $65 million of additional measures to protect the environment;
• with the new metallurgical facilities to be constructed during initial production and sales of concentrate. We anticipate that much of the additional $290 million of capital costs, including $20 million of additional environmental measures, will be largelyconcentrate and funded from cash flow from initial operations;
• mine plans (based on copper at $1.25 per pound) reflect the increase in reserves and decrease in stripping ratio reported on September 26, 2007, the use of 240-ton trucks, and owner versus contract mine operations, and
• $77 million of mining equipment, which was assumed to be provided by a mining contractor in the DFS has been incorporated as an operating lease in updated operating costs.

OnIn February 2, 2011 we reported aannounced that we had further refinement tosimplified the development plan whereby we proposeproposed metallurgical process and planned to build the project in two phases:

• Phase I: produce and market concentrates containing copper, nickel, cobalt and precious metals,metals; and
• Phase II: process the nickel concentrate through a single autoclave, resulting in production and sale of high grade copper concentrate, value added nickel-cobalt hydroxide, and precious metals precipitate products.

The changes reflect continued metallurgical process and other project improvements as well as improved environmental controls that are being incorporated into the SDEIS. The analysis is based on likely metal market conditions. The advantages, compared with the earlier plan, include a better return on capital investment, reduced financial risk, lower energy consumption, and reduced waste disposal and emissions at site.

Approximately $127 million of the total $602 million in total capital costs, and of the $290 million capital costs for the larger scale metallurgical facilities described in the 2008 DFS Update was attributed to the second autoclave and the copper circuit.

We plan to provide a detailed project update whencomplete the 2014 DFS Update during the second calendar quarter of 2014 now that the project development plans now being analyzed in the SDEIS are finalized. This detailed project updatehave been finalized, which will include revised mine plans, process and project improvements, and will incorporate the latest environmental controls.controls agreed with the Co-lead Agencies and the EPA.

Saleable Products
The DFS describes three products from NorthMet. During construction and commissioning of the hydrometallurgical plant, we anticipate that we will sell separate copper and nickel concentrates. Once the smaller-scale hydrometallurgical plant is operational, our long term products will comprise copper concentrate, a mixed hydroxide of nickel and cobalt that will be shipped to a third-party processor to produce nickel and cobalt metals, and a precious metals precipitate that will be shipped to a third-party refiner for production of palladium, platinum and gold.

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On September 4,In October 2008 we announced that we had reachedentered into an agreement with Glencore AG, a wholly owned subsidiary of Glencore Xstrata plc (together “Glencore”) whereby Glencore wouldwill purchase our production of concentrates, metals, or intermediate products at prevailing market terms at the time of delivery for at least the first 5 years of production. We executed the agreement on October 31, 2008 as part of a strategic alliance between us and Glencore.

Capital Costs
Our May 2008 DFS Update set out that, on a like-for-like basis (excluding scope changes), the total capital cost had increased to $516.8 million. This increase reflectsof $601.9 million, reflecting both cost inflation and design scope changes since the 2006 DFS, including facilities needed to ship concentrate during the construction and commissioning of the new hydrometallurgical plant. This staged approach shortensshortened the initial construction period, makes the project less sensitive to the delivery schedule for long lead time equipment such as autoclave vessels, and means that we can commence operations of the mine, the existing crushing and milling plant, the existing tailings disposal facilities, and the new flotation circuit, before starting the new hydrometallurgical plant.

In addition to these scope changes and the effect of inflation, we anticipate spending an additional $85.1 million on measures to protect the environment, over and above the measures contemplated in the DFS. $76.6 million for mining equipment that was assumed to be provided by a mining contract in the DFS has been incorporated as an operating lease in updated operating costs.27

May 2008 DFS Update Capital Costs
(US dollars, millions)

In February 2011 we announced that we had simplifiedFurther simplification of the metallurgical process whereby we plan to build one hydromet circuit to process nickel concentrate, and continue producing and marketing copper concentrate over the long term. This revised process eliminatesreported in 2011 eliminated the planned copper solvent-extraction/electro-winning circuit. These elements representedcircuit, representing approximately $127 million of the total $602 million capital costs, but havehad no effect on the capital cost for the concentrates-only phase of the project.

May 2008 DFS Update Operating Plans and Costs
The overall mining and operating plan remainsremained the same as that defined in the 2006 DFS and which forms the basis of the plan being analyzed in the environmental impact statement. We intend to mine 32,000 tons of ore per day for an operating life of twenty years, processing a total of 224 million tons of ore. The mine plan continues to be based on the following metal prices: copper - $1.25/lb, nickel - $5.60 per pound, cobalt - $15.25/lb, palladium - $210 per ounce, platinum - $800 per ounce, and gold - $400 per ounce.

Operating costs per ton of ore processed have increased to $13.33 from $11.02 in the 2006 DFS reflecting higher fuel, mine equipment, and other consumable costs, as well as general inflation. The cost of mining and delivering ore to the plant is nowwas estimated at $4.31 per ton compared with $3.80 per ton in the 2006 DFS. The increase in mining costs has beenwas partially offset by the lower strip ratio, larger mining equipment, and owner versus contractor operation.

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The economic analysis is based on SEC-reserve standards using prices at the time, namely the three-year trailing average at April 30, 2008. This price deck is: copper - $2.90/lb, nickel - $12.20/lb, cobalt - $23.50/lb, palladium - $320/oz, platinum - $1,230/oz, and gold - $635/oz. While these prices are somewhat higher than those used on the economic analysis in the DFS, the price are slightly below the three-year average at the end of our fiscal 2009 year, namely: copper - $3.13/lb, nickel - $12.45/lb, cobalt - $27.34/lb, palladium - $342/oz, platinum - $1,343/oz, and gold - $733/oz.

The 2008 DFS Update prices translate into copper cash costs of $1.05 per pound using a co-product basis to calculate costs, compared with the 2006 DFS estimate of $0.81 per pound. Taking revenues from the other metals as a deduction against costs, the co-product basis shows a cost of $(0.28) per pound compared with $0.06 per pound in the 2006 DFS.

We plan to further updatecomplete the DFS2014 Project Update during the course of our current fiscal year to reflect all project changes that are beingwere incorporated into the SDEIS.

Economic Summary - May 2008 DFS Update Highlights

Key economic metrics include earnings before interest, tax, depreciation, and amortization (EBITDA) which is projected to increase to $217.3 million on average over the first five years of operations from $175.3 million estimated in the DFS. The net present value of future cash flow (after tax) discounted at 7.5% is estimated to be $649.4 million compared with $595.4 million in the DFS, and the after tax internal rate of return is now estimated at 30.6% compared with 26.7% in the DFS. The table below also sets out the affect on EBITDA of a 10% change in each metal price.

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(h)             Regulations and Government Rules

The mining industry has been subject to increasing government controls and regulations in recent years. We have obtained all necessary permits for exploration work performed to date and anticipate no material problems obtaining the necessary permits to proceed with further development.

Disclosure Pursuant to Section 219 of the Iran Threat Reduction & Syria Human Rights Act

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”), effective August 10, 2012, added a new subsection (r) to Section 13 of the Exchange Act, which requires issuers that file annual or quarterly reports with the SEC (including Form 20-F annual reports) to disclose in these reports whether, during the reporting period, they or any of their “affiliates” (as defined in Rule 12b-2 under the Exchange Act) have knowingly engaged in specified activities or transactions relating to Iran, including activities not prohibited by U.S. law and conducted outside the U.S. by non-U.S. affiliates in compliance with applicable laws. Issuers must also file a notice with the SEC if any disclosable activities under ITRA have been included in an annual or quarterly report.

Because the SEC defines the term “affiliate” broadly, our largest shareholder may be considered an affiliate of the Company despite the fact that the Company has no control over our largest shareholder’s actions or the actions of its affiliates. As such, pursuant to Section 13(r)(1)(D)(iii) of the Exchange Act, the Company hereby discloses the following information provided by our largest shareholder regarding transactions or dealings with entities controlled by the Government of Iran (“GOI”):

During the period from February 1, 2013 until January 31, 2014, non-U.S. affiliates of the largest shareholder of the Company (“non-U.S. Shareholder Affiliates”) entered into sales contracts for agricultural products as well as sale and purchase contracts for metal oxides and metals with Iranian entities, wholly or majority owned by the GOI. All contracts were conducted in compliance with applicable sanction laws and, where required, with the necessary prior approvals by the relevant governmental authorities.

The gross revenue of the non-U.S Shareholder Affiliates related to these contracts did not exceed the value of $206 million for the twelve months ended January 31, 2014. This figure includes the gross revenue of goods sold in the period but purchased in previous periods. The non-U.S. Shareholder Affiliates do not allocate net profit on a country-by-country or activity-by-activity basis, but estimate the net profit attributable to the contracts with the GOI would not exceed a small fraction of the gross revenue from such contracts. It is not possible to determine accurately the precise net profit attributable to these contracts.

These contracts disclosed above do not violate applicable sanctions laws administered by the U.S. Department of the Treasury, Office of Foreign Assets Control, and are not the subject of any enforcement action under Iran sanction laws.

In compliance with applicable economic sanctions and in conformity with U.S. secondary sanctions, the non-U.S. Shareholder Affiliates expect to continue to engage in similar activities in the future relating to agricultural products.

Neither the Company nor any of its subsidiaries (i) engaged in any transactions or activities requiring disclosure under ITRA nor (ii) were involved in the transactions described in this section. As of the date of this report, the Company is not aware of any other activity, transaction or dealing by us or any of its affiliates during the fiscal year ended January 31, 2014 that requires disclosure in this report under Section 13(r) of the Exchange Act.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

(a)             Operating Results

This discussion and analysis should be read in conjunction with our consolidated financial statements. statements and related notes for the years ended January 2014, 2013, and 2012 appearing under Item 18 – Financial Statements and listed under Item 19 – Exhibits.

Our functional currency is the United States dollar and our financial statements arehave been prepared in accordance with IFRSInternational Financial Reporting Standards (“IFRS”) as issued by the IASB, effective with the Company’s transition to IFRS on February 1, 2011. Previously, the Company’s consolidated financial statements were prepared in accordance with CGAAP. Fiscal 2010 income statement information is presented in accordance with CGAAP and may not be appropriate as a comparative basis. Material measurement differences between CGAAP and accounting principles in the United States, applicable to the Company, were described in the Company’s previous consolidated financial statements.International Accounting Standards Board (“IASB”).

Summary of EventsKey Developments During the Fiscal Year Ended January 31, 20122014

During the year ended January 31, 2012,2014, and through the date of the filing of this Annual Report, we continued to advance our NorthMet Project including the activities noted below.

On February 2, 2011 we announced that we had simplified the proposed metallurgical process and now plan to build the project in two phases:

• Phase I: produce and market concentrates containing copper, nickel, cobalt and precious metals, and
• Phase II: process the nickel concentrate through a single autoclave, resulting in production and sale of high grade copper concentrate, value added nickel-cobalt hydroxide, and precious metals precipitate products.

Previous plans included a second autoclave and a copper solvent extraction/electro-wining (“SX-EW”) circuit to produce copper metal along with value added nickel-cobalt hydroxide and precious metals precipitate products. The changes reflect continued metallurgical process and other project improvements as well as improved environmental controls that are being incorporated into the SDEIS. The advantages, compared with the earlier plan, include a better return on capital investment, reduced financial risk, lower energy consumption, and reduced waste disposal and emissions at site. Approximately $127 million of the total $602 million capital costs estimated in the May 2008 DFS Update will not be incurred in this revised plan.

On March 10, 2011 we appointed Alan R. (Al) Hodnik and Michael M. (Mike) Sill to our Board of Directors.

On April 15, 2011 we reported that the Company and the Lead Agencies expect to finalize detailed work plans for the SDEIS by May 2011. The detailed project, which includes the simplified metallurgical process and reduction in capital costs that we announced on February 2, 2011, will then be modeled to predict environmental impacts of the project. The third party contractor hired by the lead agencies will then prepare a preliminary supplemental draftKey Developments – Environmental Impact Statement, which will be reviewed by the Lead Agencies, cooperating agencies (including the US Environmental Protection Agency and tribal governments) and ourselves. Once that review process has been completed, the SDEIS will be finalized for publication and public comment.

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We also announced that the Governor of Minnesota had announced important strengthening of the state's management of the environmental review and permitting process for mining projects, comprising two elements: creation of a Mining Coordinator position to oversee and coordinate the environmental review and permitting process for mining projects, and creation of a Mining Sub-Cabinet comprised of the Commissioners of the DNR, the MPCA, the Department of Employment and Economic Development ("DEED"), and the IRRRB.Review

On December 6, 2011 we sold2013 the Co-lead Agencies published the supplemental draft EIS, which started a new period for public review and comment, including three public meetings, which ended on March 13, 2014. The EPA rated the supplemental draft EIS EC-2, EC being one of four possible ratings, with the highest LO (Lack of Objections) typically applied to Glencore 13,333,333 common shares at $1.50 per sharenon-industrial projects such as the Upper Mississippi National Wildlife and issued warrants to purchase 2,600,000Fish Refuge Comprehensive Conservation Plan Implementation. The EC (Environmental Concerns) rating is the same as received by some other notable Minnesota projects including the Central Corridor Light Rail Project in the Twin Cities, the St. Croix River Crossing, and several other major highway improvement and bridge projects. The end of our common shares at $1.50 per share at any time until December 31, 2015, subject to mandatory exercise if the 20-day volume weighted average price of our shares is equal to or greater than 150%public review and comment period and EPA rating marks important and necessary steps forward so the exercise priceEIS can be finalized and we provide notice to Glencore that we have received permits necessary to start construction ofcan permit and build the North Met Project and availability of senior construction finance, in a form reasonably acceptable to Glencore. Approximately $7.0 million was used to repay all outstanding notes payable to Cliffs.mine.

On December 6, 201116, 2013 the USACE published notice of our Section 404 Wetland Permit application, a key federal permit needed for construction and operation of the our NorthMet Project. The publication was subject to public review for 90 days, which ended March 13, 2014 and included a public meeting in Duluth, MN on January 16, 2014.

Other Key Developments

On May 14, 2013, the Company exercised its Option to Purchase and Glencore also amended someAgreement for Development of Wetland Credit Acres with Burns Enterprises, LLC for lands located in St. Louis County, Minnesota. The transaction closed on June 19, 2013 with the existing financing agreements comprising:

• final land purchase payment made February 14, 2014. The maturity dateCompany is committed to pay $0.242 million over the next several years for development of wetland credits.

  On May 24, 2013, the Tranche A-D debentures (collectively,Company filed the "Issued Debentures"final prospectus for an offering of rights ("Rights") was extended from September 30, 2012 to the earlierholders of i) us giving Glencore 10 days notice that we have received permits necessary to start construction of the NorthMet project and availability of senior construction finance, in a form reasonably acceptable to Glencore (the "Early Maturity Event"), and ii) September 30, 2014.

• Upon occurrence of the Early Maturity Event, the initial principal and capitalized interest will be exchanged into common shares of PolyMetthe Company to raise up to $60.480 million in gross proceeds (the "Rights Offering"). Every shareholder received one Right for each common share owned on June 4, 2013, the Record Date, and two Rights entitled the holder to acquire one new common share of the Company at $1.50$0.66 per share. The Issued Debentures were issued in four tranches (Tranches A-D) between October 2008 and September 2009.
• The warrants issued toRights expired on July 3, 2013.

  Under the terms of a Standby Purchase Agreement, Glencore in November 2010 (the "2010 Warrants") have been amended such that Glencore has the rightagreed to purchase 3 million of ourany common shares at $1.50 per share at any time until December 31, 2015,not subscribed for by holders of Rights, subject to mandatory exercise if the 20-day volume weighted average price of our shares is equal to or greater than 150% the exercise pricecertain conditions and we provide notice to Glencore that we have received permits necessary to start construction of the NorthMet Project and availability of senior construction finance, in a form reasonably acceptable to Glencore.

The final tranche of the 2010 private placement, comprising the sale of 5 million common shares at $2.00 per share no later than October 15, 2012 is unaffected by the amendments to the financing agreements, as are the off take and marketing agreements whereby Glencore will market all of PolyMet's products forlimitations guaranteeing a minimum of five years from$53.0 million in gross proceeds. Because the start of commercial production at NorthMet.Rights Offering was oversubscribed, Glencore did not purchase any shares under its standby commitment.

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Upon the closing of the Rights Offering on July 5, 2013, the Company issued a total of 91,636,202 common shares for gross proceeds of $60.480 million. Expenses and fees relating to the Rights Offering were $2.108 million, including the $1.061 million standby commitment fee paid to Glencore, and reduced the gross proceeds recorded as share capital. The closing of the Rights Offering triggered customary anti-dilution provisions for outstanding warrants, share options, and unissued restricted share units.

See discussion of subsequent event in section 8(B).

Summary of Operating Results

As(All figures in Thousands of January 31, 2012, we operated in one segment, the exploration and development of the base and precious metals at our NorthMet Project. Head office comprises general and administrative costs, share based compensation expense, financing expenses, foreign exchange interest income, assets, purchase of property, plant and equipment and amortization reported by the Canadian head office. 2010 operating loss information is presented in accordance with CGAAP and may not be appropriate as a comparative basis.

On November 12, 2010, we announced that we had entered into a definitive agreement with Glencore to sell in a private placement 15 million common shares at $2.00 per share for gross proceeds of $30 million, before deducting estimated offering expenses. Completion of the sale of these shares and funding are expected to occur in the following three tranches subject, in each case, to certain closing conditions:share)

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• Tranche 1 of $10 million closed on January 17, 2011;
• Tranche 2 of $10 million closed on July 15, 2011, and
• Tranche 3 of $10 million will close no later than October 15, 2012.

Glencore has a right of first refusal to provide all material financings, subject to regulatory approval, if it owns 10% or more of our issued and outstanding shares and, if it owns more than 5% of our issued and outstanding shares, Glencore has the right to participate in any equity-related financing to maintain its partially diluted ownership interest.

In accordance with IFRS, the November 2010 transactions, whereby our existing convertible debt at that date with a book value of $26.546 million was deemed to have been extinguished and reissued, all of the costs associated with the transaction have been recorded as a non-cash expense of $2.931 million

Year ended January 31, 20122014 compared with the year ended January 31, 20112013

Overall.Overall:Our focus for the fiscal year ended January 31, 20122014 was to provide the Lead Agencies with input into the SDEIS and permit work at our NorthMet Project, and to obtain additional financing.

Loss for the year.year:During the year ended January 31, 2012,2014, we incurred a loss of $3.045$8.132 million ($0.020.04 loss per share) compared to a loss of $6.662$6.626 million ($0.04 loss per share) in 2011.during the year ended January 31, 2013. The decreaseincrease in the net loss for the current year was primarily attributable to:

• $2.931 million non-cash loss on refinancing of convertible debt during the prior year;
• our decision, in the prior year, to review alternatives for construction financing and not to renew our agreement with BNP Paribas Loan Services (which was to advise and assist us in all aspects of preparation for construction finance) which expired on July 31, 2010. As such, $1.830 million, $1.197 million of which was non-cash related to the fair value of warrants issued, recorded as a deferred financing cost asset was written off the consolidated statement of lossfollowing:

  • an increase in the prior year,shareholder, investor, and

  • a gain of $72,000 on assets held for sales public relations in the current year (January 31, 2011 – lossperiod to $2.075 million (prior year period - $0.571 million) relating to public relations campaigns in advance of $520,000).SDEIS public comment period and investor relations campaigns in advance of the Rights Offering; and

  • an increase in finance income and costs in the current year to $1.465 million (prior year - $0.821 million) primarily due to an increase in the accretion of the environmental rehabilitation provision as a result of the increased liability and increase in the discount rate.

  These items were partially offset by:by the following:

  • an increasea decrease in share basedshare-based compensation in the current year period to $625,000 compared$1.697 million (prior year - $2.255 million) primarily due to a recoveryshareholder approved modification of the expiry dates of outstanding share options in the prior year period of $119,000 including $212,000 (January 31, 2011 – nil) relating to board and other management changes;
  • director’s fees and expenses of $248,000 (January 31, 2011 - nil);
  • a non-cash future income tax recovery related to expiration of share purchase warrants previously issued of $657,000 (January 31, 2011 – $1,390,000), and
  • an increase in professional fees to $740,000 (prior year period - $365,000) due to increased corporate activities.year.

  Year ended January 31, 20112013 compared with the year ended January 31, 20102012

  Overall.Overall:Our focus for the fiscal year ended January 31, 20112013 was to provide the Lead Agencies with input into the SDEIS and permit work at our NorthMet Project, and obtain additional financing and to continue to develop the NorthMet Project including updating the mineral reserves and mineral resources estimates and preparing for construction.financing.

  Loss for the yearyear:. 2010 operating loss information is presented in accordance with CGAAP and may not be appropriate as a comparative basis. During the year ended January 31, 2011,2013, we incurred a loss of $6.662$6.626 million ($0.04 loss per share) compared to a loss of $9.023$3.045 million ($0.060.02 loss per share) in 2010.during the year ended January 31, 2012. The decreaseincrease in the net loss for the periodyear was primarily attributable to:to the following:

  • an increase in share-based compensation in the year ended January 31, 2013 to $2.255 million (year ended January 31, 2012 - 32 -$0.625 million) relating to grants of options, restricted shares, and restricted share units, amortization of previously issued options, bonus shares, restricted shares, and restricted share units, and a shareholder approved modification of the expiry dates of outstanding share options;

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  • Aan increase in salaries and benefits in the year ended January 31, 2013 to $1.394 million (prior year ended January 31, 2012 - $0.664 million) relating to restructuring and termination benefits incurred;
  • an increase in filing and regulatory fees in the year ended January 31, 2013 to $0.281 million (year ended January 31, 2012 - $0.099 million) related to renewal of the universal shelf registration;
  • a decrease in the non-cash future income tax recovery relatedin the year to $nil (year ended January 31, 2012 - $0.657 million) relating to prior year expiration of share purchase warrants previously issued of $1,390,000 (January 31, 2010 – $nil);warrants; and
  • A non-cash reversal of previously recorded stock-based compensationan increase in finance income and costs relating to board and other management changes resulting in a credit of $119,000 in the current year (Januaryended January 31, 2010 – expense of $915,000);
  • A non-cash charge of $4.9202013 to $0.821 million for the amendment of share purchase warrants(year ended January 31, 2012 - $0.351 million) primarily due to an increase in the prior year period (current year period - $nil),accretion of the environmental rehabilitation provision as a result of the increased liability and
  • Investor relations and financing expenses of $420,000 due to increase in the filing of an F-3 registration statement during the prior year period (current year period - $118,000).discount rate.

  These items were partially offset by the non-cash costs associated with extending the term of our debentures by following:

  • a year, the fair value of the amendments to the Glencore warrants, which resulted in a non-cash charge of $2.931 million to our income statement. A further offset to the decrease in reported net loss derived from our decision to review alternatives for construction financing and not to renew our agreement with BNP Paribas Loan Services, which agreement was to advise and assist us in all aspects of preparation for construction finance, which expired on July 31, 2010. As such, the $1.830 million, $1.197 million of which was non-cash related to the fair value of warrants issued, recorded as a deferred financing cost asset was written off the consolidated statement of loss in the current year. In addition, we recorded a loss of $520,000 in the current year period as a result of our decision to reclassify an asset as held for sale and write-down its carrying value to fair value less cost to sell.

    (b)           Liquidity And Capital Resources

    Financing Activities

    On November 12, 2010, we entered into an agreement with Glencore whereby Glencore agreed to purchase 15 million of our common shares at $2.00 per share in three tranches to occur no later than certain agreed dates, and according to our needs based on a budget to be agreed. The first two tranches of 5 million shares for gross proceeds of $10 million were funded on January 17, 2010 and July 15, 2011. The remaining tranche, for gross proceeds of $10 million, will close on or before October 15, 2012. Transaction costs for the first tranche totaled $106,000.

    On November 24, 2009 we closed the first tranche of an equity financing with Glencore for 3,773,585 of our common shares at $2.65 per share for gross proceeds of $10 million. On January 26, 2010, we closed the second tranche of the equity financing with Glencore of an additional 5,660,377 common shares at $2.65 per common share for gross proceeds of $15 million. Transactions costs for these two financings totaled $499,000.

    During the year ended January 31, 2011 we issued 845,000 common shares (prior year period – 775,000) upon exercise of options for proceeds of $808,000 (prior year period - $477,000) and nil common shares (prior year period 167,954) upon exercise of share warrants for proceeds of $nil (prior year period - $494,000).

    On August 27, 2009, we announced that we had filed a universal shelf registration on Form F-3 with the SEC. This universal shelf registration allows us to have the option to offer and sell, from time to time in one or more offerings, up to $500 million of our debt securities, common shares, warrants and units.

    On October 31, 2008, we entered into a financing with Glencore for an aggregate of $50 million floating rate secured debentures due on September 30, 2011 issued by PolyMet US and guaranteed by the Company. The debentures bear interest at 12-month US dollar LIBOR plus 4%. Interest is payable in cash or by increasing the principal amount of the Debentures, at Glencore’s option. The debentures are secured by all of our assets. The debentures were exchangeable into our common shares at Glencore’s option at $4.00 per share.

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    On October 31, 2008, we issued to Glencore warrants to purchase 6.25 million our common shares at $5.00 if exercised before the NorthMet Project produced a total of 20,000 metric tonnes of concentrate, or $6.00 thereafter.

    On November 17, 2009, we agreed to modify certain terms of the above transaction. Under the new terms the warrants entitled Glencore to purchase 6.25 million of our common shares at $3.00 and expired on September 30, 2011. The incremental $158,000 increase in the fair value of the warrants due to the warrant exchange was debited to warrant amendment expense and credited to contributed surplus. Separately in November 2009, we agreed to modify the terms of the final $25 million Tranche E of the $50 million Debenture with Glencore such that Tranche E, if drawn, could be exchanged at $2.65 per share.

    On November 12, 2010, we announced that we had agreed upon additional modification of certain terms of the above transaction:

    • the maturity date of the Debentures was extended from September 30, 2011 to September 30, 2012;
    • Glencore’s commitment to purchase, and our commitment to issue, $25 million of Tranche E Debentures, which were to be issued upon publication of the Final Environmental Impact Statement and other conditions, were cancelled;
    • warrants to purchase 6.25 million of our common shares at $3.00 at any time until September 30, 2011 issued to Glencore were cancelled, and
    • we issued warrants to purchase 3 million of our common shares at $2.00 at any time until December 31, 2015.

    During the year ended January 31, 2010 we issued 775,000 shares (prior year period – 262,800) upon exercise of options for proceeds of $477,000 and 167,954 shares upon exercise of share warrants for proceeds of $494,000.

    During the year ended January 31, 2008, we issued 15 million units at $2.75 per unit, with each unit comprising one common share and one-half of one warrant (for accounting purposes, the value of the units was bifurcated between the common shares and the warrants) and 520,000 warrants for finders'professional fees related to the transaction. Each whole warrant was exercisable into a common share at a price of $4.00 at any time until October 13, 2008 (see amendment below), subject to an early trigger if the 20-day volume weighted average price of the common shares was $6.00 or more. On October 10, 2008, we announced that we had received the consent from the holders of more than two-thirds of the 8,020,000 warrants issued as part of the April 2007 private placement to exchange those warrants into:

    • 4,010,000 warrants, each warrant entitling the holder to purchase one of our common shares at $3.00 per share at any time until the sooner of 30 calendar days after publication of the draft Environmental Impact Statement by the State of Minnesota in the State’s Environmental Quality Board Monitor and October 13, 2009, and
    • 4,010,000 warrants, each warrant entitling the holder to purchase one of our common shares at $5.00 if exercised before the NorthMet Project has produced a cumulative total of 20,000 metric tonnes of concentrate, or $6.00 thereafter and prior to August 31, 2011. We can accelerate the expiration of the warrants if our volume-weighted 20-day average share price trades at a 50% premium to the exercise price applicable at any time.

    In October 2009, we received the consent from holders of more than two-thirds of the above warrants to exchange the 4,010,000 warrants due to expire on October 13, 2009 for 4,010,000 warrants, each warrant entitling the holder to purchase one of our common shares at $3.00 at any time until the sooner of 30 calendar days after publication of the draft Environmental Impact Statement by the State of Minnesota in the State’s Environmental Quality Board Monitor and December 31, 2009. The incremental $1,005,000 increase in the fair value of the warrants due to the warrant exchange was debited to warrant amendment expense and credited to contributed surplus.

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    In November 2009, we received the consent from holders of more than two-thirds of the above warrants to exchange the 4,010,000 warrants due to expire the earlier of 30 calendar days after publication of the draft Environmental Impact Statement by the State of Minnesota in the state’s Environmental Quality Board Monitor and December 31, 2009 for 4,010,000 warrants, each warrant entitling the holder to purchase one of our common shares at $3.00 at any time until the sooner of 21 business days after publication of the final Environmental Impact Statement by the State of Minnesota in the State’s Environmental Quality Board Monitor and December 31, 2010. The incremental $3,757,000 increase in the fair value of the warrants due to the warrant exchange was debited to warrant amendment expense and credited to contributed surplus.

    Warrants to purchase 167,954 of our common shares had been exercised prior to January 31, 2010 and, on December 31, 2010 warrants to purchase 3,842,046 of our common shares at $3.00 expired. We recorded a future income tax recovery as the expiration of the warrants triggered a capital gain for tax purposes, which was offset by the application of tax losses carried forward resulting in a credit of $1,219,000.

    Year Ended January 31, 2012

    Cash used in investing activities for the year ended January 31, 2012 was $16.137 million compared with $16.519 million in the year ended January 31, 2011,2013 to $0.374 million (year ended January 31, 2012 - $0.740 million) primarily due to transition to IFRS in the prior year.

  (b)             Liquidity and Capital Resources

  Liquidity risk is the risk the Company will not be able to meet its financial obligations as they become due and arises through the excess of financial obligations over available financial assets due at any point in time. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash and cash equivalents.

  Substantially all cash and cash equivalents are held in United States currency. Our cash is primarily held in deposits and bearer deposits of a major Canadian bank and does not include any exposure to asset-backed commercial paper.

  Our capital management objective is to safeguard our ability to continue as a going concern in order to pursue the development of our mineral property. In the management of capital, we include the components of shareholders’ equity, convertible debt and long term debt. We manage the capital structure and make adjustments to it depending on economic conditions and the rate of anticipated expenditures. To maintain or adjust the capital structure, we may attempt to issue new shares, issue new debt, acquire or dispose of assets. We have no externally imposed capital requirements.

  In order to assist in management of our capital requirements, we prepare budgets that are updated as necessary depending on various factors. The budgets are approved by our Board of Directors.

  Although we plan to have the resources to carry out our plans and operations through January 31, 2015, we do not currently have sufficient capital to meet our estimated project capital expenditure requirements and are currently in discussions to arrange sufficient capital to meet these requirements. During the upcoming fiscal year, our objective is to identify the source or sources from which we will obtain the capital required to complete the Project. See additional discussion of environmental review and permitting in section 4(D)(d) and development plans in section 4(D)(g).

  Year Ended January 31, 2014 compared with the decrease beingyear ended January 31, 2013

  As at January 31, 2014 we had a working capital deficiency of $1.872 million compared with working capital of $2.629 million as at January 31, 2013 consisting primarily dueof cash and cash equivalents of $32.790 million (January 31, 2013 - $8.088 million), amounts receivable of $1.420 million (January 31, 2013 - $0.830 million), prepaid expenses of $1.195 million (January 31, 2013 - $0.771 million), accounts payable and accrued liabilities of $3.806 million (January 31, 2013 - $5.269 million), convertible debt of $31.967 million (January 31, 2013 - $nil) and the salecurrent portion of the used drill, partially offset by purchasing land for the USFS land exchange with funds received from the loan from the IRRRB.environmental rehabilitation provision of $1.504 million (January 31, 2013 - $1.808 million).

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  Cash used in operating activities in the year ended January 31, 20122014 was $2.955$8.034 million compared to cash used in the prior year ended January 31, 2013 of $3.068$1.116 million. The variance in cash is primarily due to changes in non-cash working capital balances and the above noted operating variances.

  Cash provided by financing activities for the year ended January 31, 20122014 was $26.209$58.372 million (priorcompared to cash provided in the year - $8.666 million).ended January 31, 2013 of $10.130 million. The current year activity was primarily due toincludes funding from the Glencore financings and the IRRRB loan and the issuance of share capital on theRights Offering. The prior year includes exercise of share options for $902,000 (prior year - $808,000), partially offset by the repayment of $8.500 million of debt (prior year - $2 million).and funding from share issuances to Glencore.

  Cash used in investmentinvesting activities for the year ended January 31, 20122014 was $16.137$25.626 million compared with $16.519 millionto cash used in the year ended January 31, 2011, with the decrease being2013 of $18.404 million. The increase was primarily due to the saleincreased spending on permitting prior to publication of the used drill,  partially offset by purchasing land for the USFS land exchange with funds received from the loan from the IRRRB.supplement draft EIS in December 2013.

  Total cash for the year ended January 31, 20122014 increased by $7.117$24.702 million for a balance of $17.478$32.790 million compared to the year ended January 31, 20112013 where cash decreased $10.921$9.390 million to a balance of $10.361$8.088 million.

  Substantially all cash and equivalents are held in United States currency.Year Ended January 31, 2013 compared with the year ended January 31, 2012

  As at January 31, 20122013 we had working capital of $16.375$2.629 million compared with working capital of $4.199$16.375 million as at January 31, 20112012 consisting primarily of cash of $17.478$8.088 million (January 31, 20112012 - $10.361$17.478 million), trade and other receivablesamounts receivable of $440,000$0.830 million (January 31, 20112012 - $318,000)$0.440 million), prepaid expenses of $934,000$0.771 million (January 31, 20112012 - $636,000)$0.934 million), asset held for sale of $nil (January 31, 2011 - $3.420 million); accounts payable and accrued liabilities of $1.6795.269 million (January 31, 20112012 - $2.444$1.679 million), the current portion of the notes to Cliffs of $nil (January 31, 2011 - $6.750 million) and the current portion of environmental rehabilitation provision of $828,000$1.808 million (January 31, 20112012 - $1.408$0.828 million).

  Cash used in operating activities in the year ended January 31, 2013 was $1.116 million compared to cash used in the year ended January 31, 2012 of $2.955 million. The Company expects to repay the $4 million IRRRB loan plus capitalized interest from working capital or additional financing and to either exchange the debentures into equity or repay them from additional financing or from operations once commercial production has commenced. The Company’svariance in cash is primarily helddue to changes in deposits and bearer deposits of a major Canadian bank and does not include any exposure to asset-backed commercial paper.

  The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assetsnon-cash working capital balances and the settlement of liabilitiesabove noted operating variances.

  Cash provided by financing activities for the year ended January 31, 2013 was $10.130 million compared to cash provided in the normal courseyear ended January 31, 2012 of operations.$26.209 million. The current year includes funding of the 2010 Glencore financing Tranche 3 and exercise of share options. The prior year includes funding of the 2010 Glencore financing Tranche 2, the 2011 Glencore financing, the IRRRB loan, and exercise of share options, partially offset by the repayment of the Cliffs loan.

  Should we wishCash used in investing activities for the year ended January 31, 2013 was $18.404 million compared to continuecash used in the year ended January 31, 2012 of $16.137 million. The increase was primarily due to cash consideration paid to enter into wetland credit options and development agreements. See further advancediscussion in the NorthMet Project“Other Key Developments” section above.

  Total cash for the year ended January 31, 2013 decreased by $9.390 million for a balance of $8.088 million compared to commercial production we will require additional funds. As we have no operating revenues, the only sourceyear ended January 31, 2012 where cash increased $7.117 million to a balance of liquidity consists primarily of cash from proceeds of project debt, other debt and equity financing.$17.478 million.

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  DebtFinancing Activities

  PursuantThe universal shelf registration on Form F-3 and short form base shelf prospectus were renewed in January 2013 for the same offering limit and covering the same securities. These documents allow us an option to Asset Purchase Agreements,offer and sell, from time to time in one or more offerings, up to $500 million of our wholly owned subsidiary Poly Met Mining, Inc. signed three notes payable to Cliffsdebt securities, common shares, warrants and units in the amountsUnited States and Canada. Unless otherwise specified the net proceeds from the offering of $2,400,000, $7,000,000the securities will be used for construction finance for our copper, nickel, precious metals development project located in Minnesota and $7,000,000, respectively. for working capital. There were no issuances of securities under these registrations during the years ended January 31, 2014 or 2013.

  Glencore Financing
  Since October 31, 2008 Glencore has entered into a series of financing agreements with us and a marketing agreement with us whereby Glencore committed to purchase all of our production of concentrates, metal, or intermediate products on market terms at the time of delivery, for at least the first five years of production. As part of the 2013 financing agreement, we entered into a Corporate Governance Agreement whereby from January 1, 2014, as long as Glencore holds 10% or more of our shares (on a fully diluted basis), Glencore shall have the right, but not obligation to designate at least one director and not more than the number of directors proportionate to Glencore's fully diluted ownership of us, rounded down to the nearest whole number, such number to not exceed 49% of the total board. We previously appointed a senior member of Glencore's technical team to our Technical Steering Committee.

  The first note was fully repaidfinancing agreements comprise $25.0 million initial principal Series A-D debentures in prior yearscalendar 2008 drawn in four tranches, $25.0 million placement of our common shares in calendar 2009 in two tranches, $30.0 million placement of our common shares in calendar 2010 in three tranches, $20.0 million placement of our common shares in calendar 2011 in one tranche, and $20.960 million purchase of our common shares in the Rights Offering (the “Rights Offering”). As a result of the series of financing transactions and the second two notespurchase by Glencore of our common shares previously owned by Cliffs, Glencore's current and potential ownership of us comprises:

  	•	78,724,821 shares representing 28.6% of our issued and outstanding common shares;
  	•	$25.0 million initial principal floating rate secured debentures due September 30, 2014. Including capitalized and accrued interest as at January 31, 2014, these debentures are exchangeable at $1.2920 per share into 24,741,611 of our common shares upon us giving Glencore notice that we have received permits necessary to start construction of NorthMet and availability of senior construction finance in a form reasonably acceptable to Glencore or are repayable on September 30, 2014. Subsequent to January 31, 2014, the Company obtained an extension of the due date to the earlier of (i) PolyMet giving Glencore ten days’ notice that PolyMet has received permits necessary to start construction of NorthMet and availability of senior construction finance, in a form reasonably acceptable to Glencore (the "Early Maturity Event"), and (ii) September 30, 2015. The exercise price of the exchange warrants and the number of warrants are subject to conventional anti-dilution provisions which were triggered upon close of the Rights Offering; and
  	•	Glencore holds warrants to purchase 6,458,001 common shares at $1.3007 per share at any time until December 31, 2015, subject to mandatory exercise if the 20-day Value Weighted Average Price (“VWAP”) of our common shares is equal to or greater than 150% of the exercise price and we provides notice to Glencore that we have received permits necessary to start construction of NorthMet and availability of senior construction finance, in a form reasonably acceptable to Glencore. The exercise price of the purchase warrants and the number of warrants are subject to conventional anti-dilution provisions which were triggered upon close of the Rights Offering.

  If Glencore were to exercise all of its rights and obligations under these agreements, it would own 109,924,433 of our common shares, representing 35.8% on a partially diluted basis, that is, if no other options or warrants were exercised or 33.5% on a fully diluted basis.

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  On April 10, 2013, we amended our previous financing arrangement and issued a new Tranche E debenture (“2013 Debenture”) with the principal amount of $20.0 million to Glencore and Glencore agreed to a Standby Purchase Agreement (“Standby”) related to a proposed $60.480 million Rights Offering by the Company. Under the Standby, Glencore agreed to purchase any common shares offered under the Rights Offering that were not subscribed for by holders of the rights, subject to certain conditions and limitations. The 2013 Debenture carried a fixed interest rate of 4.721% per annum payable in cash monthly and matured on the earlier of (i) closing of the Rights Offering by us or (ii) May 1, 2014. We provided security by way of a guarantee and by our assets and our wholly-owned subsidiary. The sale of the 2013 Debenture was consummated on April 11, 2013. We accounted for the 2013 Debenture issued initially at fair value and subsequently at its amortized cost. Transaction costs for the financing were $0.103 million. The 2013 Debenture was repaid upon the closing of the Rights Offering on July 5, 2013.

  Glencore purchased PolyMet common shares for $20.960 million in December 2011.the Rights Offering, which closed on July 5, 2013.

  On April 25, 2014 PolyMet and Glencore extended the term of the Series A-D debentures and the expiration date of the associated Exchange Warrants to the earlier of the Early Maturity Event (as defined above) or September 30, 2015. All other terms of both the debentures and the warrants described above are unchanged.

  Iron Range Resources & Rehabilitation Board ("IRRRB")
  On June 30, 2011 PolyMetwe closed a $4$4.000 million loan from the IRRRB.IRRRB, a development agency created by the State of Minnesota to stabilize and enhance the economy of northeastern Minnesota. At the same time, the Companywe exercised itsour options to acquire two tracts of land totaling approximately 5,300 acres of forests, wetlands, and lakes with high recreational value that are included as part of the proposed land exchange with the USFS. The loan is secured by the land acquired, carries a fixed interest rate of 5% per annum, compounded annually if not paid, and is repayable on the earlier of June 30, 2016 or the date which the related land is exchanged with the USFS. PolyMet hasUSFS (not expected to occur within 12 months from January 31, 2014). We issued warrants giving the IRRRB the right to purchase 400,000 of our common shares at $2.50 per share at any time until the earlier of June 30, 2016, the date the land is exchanged with the USFS or one year after permits are received.

  Pursuant to a financing agreement with Glencore, we have entered into convertible debenture agreements for $25 million. As part of a December 2011 transaction,an alternative date as determined between the termparties as the due date of the $25loan. Effective July 5, 2013, we increased the number of common shares issuable to 461,286 and reduced the exercise price to $2.1678, to reflect the dilutive effect of the 91.6 million initial principal debenturescommon shares that were extended from September 30,issued at $0.66 per share in connection with the Rights Offering.

  AG for Waterfowl, LLP ("AG") Financing
  On March 9, 2012 we acquired a secured interest in land (“AG Land”) owned by AG that is permitted for restoration to wetland. AG was subsequently acquired by Environmental Investment Partners (“EIP”) and we consented to the earlierassignment of i) PolyMet giving Glencore ten days notice that PolyMet has received permits necessarythe agreement to startEIP on September 7, 2012. EIP will restore the wetlands and, upon completion, wetland credits are to be issued by the proper governmental authorities. We plan to use the wetland credits to offset wetlands disturbed during construction and operation of the NorthMet Project and availability of senior construction finance, inProject. We hold a form reasonably acceptable to Glencore (the "Early Maturity Event"), and ii) September 30, 2014,first mortgage on the AG land, which date all principal and interest accrued to such date will be dueproportionately released as wetland credits are transferred to us. We have the option to exercise five separate phases of wetland credit development. Any option not exercised by February 28, 2017 will expire and payable. Glencore has the right to exchange some or all of the debentures atremaining mortgage, if any, time. Upon occurrence of the Early Maturity Event, the initial principal and capitalized interest will be exchanged into common shares of PolyMet at $1.50 per share.

  released. As at January 31, 20122014, we had exercised the outstanding long term debt was as follows:option on phase 1.

  			January 31, 2012			January 31, 2011
  	Notes payable	$	3,450		$	8,500
  	Accrued interest and accretion		222			25
  	Convertible debt		29,018			27,631
  	Total debt		32,690			36,156
  	Less current portion		(-	)		(6,750	)
  	Long term debt	$	32,690		$	29,406

  We anticipate using working capital, additional financingpaid initial consideration of $2.0 million cash and funds from operations once commercial production has commencedissued 2,788,902 of our common shares valued at $3.375 million (of which 371,854 held in escrow pending completion of construction of the first phase) and a warrant to meetpurchase 1,083,333 of our common shares at $1.50 per share at any time until December 31, 2015 as consideration for a $5.9 million mortgage to secure performance by EIP. The exercise price of the aboveexchange warrants and the number of warrants are subject to conventional anti-dilution provisions. Effective July 5, 2013, we increased the number of common shares issuable to 1,249,315 and reduced the exercise price to $1.3007, to reflect the dilutive effect of the 91.6 million common shares that were issued at $0.66 per share in connection with the Rights Offering.

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  In addition to the initial consideration, performance commitments for phase 1 totaling $0.68 million will be due over the seven years following wetland construction completion for ongoing maintenance by AG. Performance payments totaling $1.063 million per phase for completion and maintenance of phase 2 through 5 will only be incurred if and when we exercise our option on those phases, and will be due over the seven years following completion of each phase. If wetland credits are issued by the proper governmental authorities before the seven-year anniversary, any unpaid amounts are due upon issuance of the wetland credits.

  Rights Offering
  On May 24, 2013, we filed the final prospectus for an offering of rights ("Rights") to holders of our common shares to raise up to $60.480 million in gross proceeds (the "Rights Offering"). Every shareholder received one Right for each common share owned on June 4, 2013, the Record Date, and two Rights entitled the holder to acquire one new common share at $0.66 per share. The Rights expired on July 3, 2013.

  Under the terms of a Standby Purchase Agreement, Glencore agreed to purchase any common shares not subscribed for by holders of Rights, subject to certain conditions and limitations guaranteeing a minimum of $53.0 million in gross proceeds. Because the Rights Offering was oversubscribed, Glencore did not purchase any shares under its standby commitment.

  Upon the closing of the Rights Offering on July 5, 2013, we issued a total of 91,636,202 common shares for gross proceeds of $60.480 million. Expenses and fees relating to the Rights Offering were $2.108 million, including the $1.061 million standby commitment fee paid to Glencore, and reduced the gross proceeds recorded as share capital. The closing of the Rights Offering triggered customary anti-dilution provisions for outstanding warrants, share options, and unissued restricted share units.

  Other Financings
  During the year ended January 31, 2014 we issued no shares (prior year period – 185,000) upon exercise of options for proceeds of $nil (prior year period - $148,000).

  During the year ended January 31, 2014, we also issued 140,123 shares (prior year period – 87,174) as partial payment obligationsfor options to IRRRB and Glencore.purchase land.

  Escrowed Securities
  As at January 31, 2014, we had the following outstanding securities held in escrow:

  	Number of Securities
  Designation of Class	held in Escrow	Percentage of Class
  Common shares (1)	371,854	0.01%
  Common shares (2)	618,529	0.02%

  
  

  	(1)	Common shares held by Andersen & Butterworth, P.A. and were issued in connection with purchase of the Wetland Credit Intangible.
  	(2)	Common shares held by Farris, Vaughan, Wills & Murphy LLP and were issued as restricted shares to U.S. employees.

  (c)             Research and Development, Patents and Licenses, Etc.

  We do not engageare engaged in any researchthe exploration and development activitiesof mineral properties. See Item 5(a) and 5(b) above for a discussion of the expenditures incurred in connection with our business activities.

  We hold a royalty-free license to use the PLATSOL technology originally developed for our NorthMet deposit by International PGM Technologies to recover precious metals from a hydrometallurgical circuit. Separately, we have nofiled for patents or licensesrelated to copper concentrate enrichment technology that are materially importantwe have developed. PLATSOL and the copper concentrate enrichment technology will not be used in Phase I of the project development but we do plan to us.use them in Phase II upgrading of the nickel-PGM concentrate.

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  (d)             Trend Information

  There are no major trends which are anticipated to have a material effect on the Company'sour financial condition and results of operations in the near future.

  (e)             Off-Balance Sheet Arrangements

  None.

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  (f)             Tabular Disclosure of Contractual Obligations

  The following table lists as ofat January 31, 20122014 information with respect to the Company’sour known contractual obligations:

  		Payments due by period ($000’s)																		Less than			1 – 3			4 – 5			After 5
  		Total			Less than			1 – 3 years			3 – 5 years			More than
  Contractual Obligations					1 year									5 years
  Trade payables and accrued liabilities	$	1,679		$	1,679		$	-		$	-		$	-
  Long-term debt obligations		38,146			-			33,132			5,014			-
  Contractual Obligations (in 000’s)																	Total			1 year			years			years			years
  Accounts payable and accrued liabilities																$	3,806		$	3,806		$	-		$	-		$	-
  Long-term debt																	5,110			-			5,110			-			-
  Convertible debt																	33,019			33,019			-			-			-
  Environmental rehabilitation provision		25,828			828			582			538			23,880			60,448			1,504			28,070			917			29,957
  Firm Commitments		2,200			2,145			55			-			-			3,300			2,506			594			168			32
  Total	$	67,853		$	4,652		$	33,769		$	5,552		$	23,880		$	105,683		$	40,835		$	33,774		$	1,085		$	29,989

  Long-term debt obligations (including the current portion) are comprised of long-term and convertible debt balances, are set out in this table on an undiscounted basis and include anticipated interest. Asset retirement obligation represents the undiscounted obligation at January 31, 2012. Contractual obligations of the Company in the above table exclude future option payments required to maintain the Company’s interest in certain mineral properties.

  (g)             Critical Accounting Policies

  Our consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB which requires the use of certain critical accounting principles generally accepted in Canada (IFRS as of February 1, 2010 and CGAAP before that date) thatestimates. These critical accounting estimates require management to make assumptionsjudgments and estimates that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as at the date of the financial statements. Significant

  Critical accounting estimates usedand judgments made in the preparation of these consolidated financial statements include, amongst other things, expected economic lives of plant and equipment, anticipated costs of asset retirement obligations including the reclamation of mine site, valuation of options and share purchase warrants, and the assessment of impairment in value of long lived assets.

  Mineral Property, Plant and Equipment

  Plant and equipment are recorded at historical cost less accumulated depreciation and if applicable, accumulated impairment losses. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, if it is probable that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. The carrying amount of a replaced part is derecognized. All other repairs and maintenance are charged to the income statement during the year in which they are incurred. Plant and equipment is depreciated over the estimated life of the related assets calculated on a unit of production or straight-line basis, as appropriate.

  Depreciation of plant and equipment is calculated using the cost of the asset, less its residual value, on a straight-line basis over the estimated useful life of the asset. Estimated useful lives are as follows:

  Leasehold improvements	Straight-line over the term (i)     Determination of mineral reserves Reserves are estimates of the amount of product that can be economically and legally extracted from our property. In order to estimate reserves, estimates are required about a range of geological, technical and economic factors, including quantities, production techniques, production costs, capital costs, transport costs, demand, prices and exchange rates. Estimating the quantity of reserves requires the size, shape and depth of deposits to be determined by analyzing geological data. This process may require complex and difficult geological judgments to interpret the data. In addition, management will form a view of forecast sales prices, based on current and long-term historical average price trends. Changes in the proven and probable reserves estimates may impact the carrying value of the lease
  Furniture and equipment	Straight-line over 10 years
  Computers	Straight-line over 5 years
  Computer software	Straight-line over 1 year

  Mineral property, plant and equipment, related to the NorthMet Project will begin to be amortized, mainly on a unitsrestoration provisions, recognition of production basis, at the time the project commences operations. The Company conducts an annual review of residual balances, useful livesdeferred tax amounts and depreciation, methods utilized for mineral property, plantdepletion and equipment. Any changes in estimate that arise from this review are accounted for prospectively.amortization.

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  (ii)    Impairment of Non-Financial Assets
  non-financial assets

  The carrying amounts of our non-financial assets, including mineral property, plant and equipment, and wetland credit intangible are reviewed at each reporting date or when events or changes in circumstances occur that indicate the asset may not be recoverable to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset isestimated at the greater of its value in use and its fair value less costs to sell.of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is recognized if the carrying amount of an asset exceeds its estimated recoverable amount. An impairment loss previously recorded is reversed if there has been a change in the estimates used to determine the recoverable amount.amount resulting in an increase in the estimated service potential of an asset.

  Share-Based Payments37

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  For its mineral property interest the Company considers both external and Share Purchase Warrants
  All share-based payment awards made to directors, employeesinternal sources of information in assessing whether there are any indications of impairment. External sources of information the Company considers include changes in the market, economic and non-employeeslegal environment in which the Company operates that are measurednot within its control and recognized using a fair value based method. For directors and employees, or those providing services similar to employees,affect the fair valuerecoverable amount of mineral property interests. Internal sources of information the Company considers include indications of economic performance of the award is measured at the date of the grant and recognized as an expense over the vesting period. The amount recognized as an expense is adjusted to reflect the number of awardsasset. No impairment loss for which the related service and non-market vesting conditions are expected to be met on the vesting date. Stock options issued to non-employees are recognized based on the fair value of the goods or services received.

  For directors, employees and non-employees, the fair value of the award is accrued and charged either to operations orits mineral property plant and equipment, withinterests was recorded for the offsetting credit to warrants and share-based payment reserve, on a graded method over the vesting period. If and when stock options are ultimately exercisedyear ended January 31, 2014 or performance share units or restricted share units or restricted stock vest, the applicable amounts from the warrants and share-based payment reserve are transferred to share capital.2013.

  We issue share purchase warrants in connection with certain equity transactions. The fair value of the warrants, as determined using the Black-Scholes option pricing model, is credited to the warrants and share-based payment reserve. The recorded value of share purchase warrants is transferred to share capital upon exercise.(iii)   Provisions for Environmental Rehabilitation Costs

  When we amend the terms of either share options or share purchase warrants, the incremental change in the fair value of the options or warrants due to the amendment is booked to warrant amendment expense and the warrants and share-based payment reserve.

  Provisions
  Provisions for environmental rehabilitation costs associated with mineral property, plant and equipment, are recognized when the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recorded as finance income and costs expense.

  Upon initial recognition of provisions for environmental rehabilitation costs, a corresponding increase to the carrying amount of the related asset is recorded and amortized over the life of the asset. The estimates are based principally on legal and regulatory requirements. Following initial recognition of the environmental rehabilitation provision, the carrying amount of the liability is increasedaccreted to its future value over the life of the asset, reduced for the passage of time andactual reclamation payments incurred, adjusted for changes to the current market-based discount rate, orand adjusted for changes in the amount and timing of the underlying cash flows needed to settle the obligation.

  It is possible that our estimates of our ultimate reclamation and closureenvironmental rehabilitation liabilities could change as a result ofbe affected by changes in regulations, changes in the extent of environmental remediationrehabilitation required, changes in the means of reclamationrehabilitation, changes in the extent of responsibility for the financial liability or changes in cost estimates. Our operations may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon us may vary greatly and are not predictable.

  - Our provision for environmental rehabilitation cost obligations represents management’s best estimate of the present value of the future cash outflows required to settle the liability.

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  Financial Assets
  All financial assets are initially recorded at fair value and designated upon inception as one of the following four categories: held to maturity, available for sale, loans and receivables or at fair value through profit or loss (“FVTPL”). Financial assets classified as FVTPL are measured at fair value with unrealized gains and losses recognized through profit and loss. Financial assets classified as loans and receivables and held to maturity are measured at amortized cost using the effective interest method less any allowance for impairment. The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or, where appropriate, a shorter period. Financial assets classified as available for sale are measured at fair value with unrealized gains and losses recognized in other comprehensive loss except when there is objective evidence that the asset is impaired, the cumulative loss that had been recognized in other comprehensive loss shall be reclassified from equity to profit or loss as a reclassification adjustment. Transactions costs associated with FVTPL financial assets are expensed as incurred, while transaction costs associated with all other financial assets are included in the initial carrying amount of the asset.

  Financial Liabilities and Equity Instruments
  Financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial liabilities at amortized cost include trade payables and long term debt. Trade payables are initially recognized at the amount required to be paid, less, when material, a discount to reduce the payables to fair value. Subsequently, trade payables are measured at amortized cost using the effective interest method. Long term debt is recognized initially at fair value, net of any transaction costs incurred, and subsequently at amortized cost using the effective interest method. Financial liabilities are classified as current liabilities if payment is due within twelve months. Otherwise, they are presented as non-current liabilities.

  All financial liabilities are initially recorded at fair value and designated upon inception as FVTPL or other financial liabilities. Financial liabilities classified as other financial liabilities are initially recognized at fair value less directly attributable transaction costs. After initial recognition, other financial liabilities are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability. Financial liabilities classified as FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as FVTPL. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Transaction costs on financial liabilities classified as FVTPL are expensed as incurred. At the end of each reporting period subsequent to initial recognition, financial liabilities at FVTPL are measured at fair value, with changes in fair value recognized directly in profit or loss in the period in which they arise. The net gain or loss recognized in profit or loss excludes any interest paid on the financial liabilities.

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  ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

  A.              Directors and Senior Management

  Each Director serves until the next annual general meeting of shareholders or until his/her successor is duly elected, unless his/her office is vacated in accordance with our Articles of Incorporation.

  Vacancies on the Board of Directors are filled by election from nominees chosen by the remaining Directors and the persons filling those vacancies will hold office until the next annual general meeting of shareholders, at which time they may be re-elected or replaced. (For more details on the process for nominating directors, see our Nominations Committee Charter, referenced hereto as Exhibit 11.2. )

  The following is a list of the names and ages of our directors and executive officers:senior management:

  	Name		Age		Position
  	W. Ian L. Forrest	75	73		Co-Chairman,Chairman, Independent Director
  Frank L. Sims	Jonathan Cherry	6144		Co-Chairman, Independent Director
  Joseph Scipioni		58		Director, President, and Chief Executive Officer
  	David Dreisinger	56	Independent Director
  	Alan R. Hodnik	54	Independent Director
  	William Murray	65	Director
  	Stephen Rowland	52	Independent Director
  	Michael M. Sill	52	Independent Director
  	Frank L. Sims	63	Independent Director
  	Douglas J. Newby	55	Chief Financial Officer
  	Joseph Scipioni	60	Chief Operating Officer
  	Bradley Moore	53		Officer
  Bradley H. Moore		51		Chief Financial Officer
  Niall Moore		50		Executive Vice President, Environmental & Governmental Affairs Corporate Secretary and Group Controller
  David Dreisinger	Ryan Vogt	36	Corporate Controller
  	54Stephanie Hunter	43	Independent Director
  Alan R. Hodnik		52		Independent Director
  William Murray		63		Director
  Stephen Rowland		50		Independent Director
  Michael M. Sill		50		Independent Director Corporate Secretary

  W. Ian L. Forrest has served as a member of our board of directors since October 2003, and as our Co-Chair since January 2011.2011 and our Chairman since July 2012. Mr. Forrest previously served as Chairman of our board until February 5, 2008. He also serves as the Chair on our business development and risk management committee and also serves on our audit, compensation, capital finance and nominating and corporate governance committees. Having played an important role in our revival in 2003, he was appointed Chairman in May 2004. Mr. Forrest is a member of the Institute of Chartered Accountants of Scotland and continues to practice as a public accountant in Geneva, Switzerland. Mr. Forrest has more than 30 years of experience with public companies in the resource sector. His experience encompasses the areas of promotion, financing, exploration, production and company management. He has also participated in several notable projects including Gulfstream's North Dome gas discovery, Qatar, Reunion Mining's Scorpion zinc, Namibia, which was subsequently developed by Anglo American, and Ocean Diamond Mining, which pioneered the independent diamond dredging industry off the west coast of southern Africa. He also served as a director of Tanager Energy Inc. (formerly MGold Resources Inc.) until October, 2011 and Belmore Resources (Holdings) plc until July, 2011 when it was acquired by Lundin Mining Ltd. He currently serves on the boards of Georex SA and Poros SAS. Mr. Forrest was a director of Viatrade plc, which was put into receivership in August 2009. Mr. Forrest currently resides in Vaud, Switzerland.

  Jonathan Cherry has served as our President and Chief Executive Officer and as a member of our board of directors since July 2012. He also serves as the Chair on both our safety, health and environmental and capital finance committees and also serves on our technical steering committee. Prior to July 2012, Mr. Cherry’s career spanned more than 20 years with Rio Tinto where he worked in a number of positions, including general manager, where he was responsible for permitting and the initial development of the Eagle Mine in Michigan’s Upper Peninsula. His last position was Vice President with Rio Tinto, responsible for strategic direction in environmental permitting and compliance, legal matters and external relations related to mine development of the Resolution copper project in Arizona. Mr. Cherry is a licensed Professional Engineer. Mr. Cherry currently resides in Minnesota, United States.

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  Dr. David Dreisinger has served as a member of our board of directors since October 2003. He serves on our safety, health and environmental, audit, technical steering and on our nominating and corporate governance committees. Since 1988, Dr. Dreisinger has been a member of the faculty at the University of British Columbia in the Department of Materials Engineering and is currently Professor and Chairholder of the Industrial Research and Chair in Hydrometallurgy. He has published over 200 papers and has been extensively involved as a process consultant in industrial research programs with metallurgical companies. Dr. Dreisinger has participated in 16 U.S. patents for work in areas such as pressure leaching, ion exchange removal of impurities from process solutions, use of thiosulfate as an alternative to cyanide in gold leaching, and leach-electrolysis treatment of copper recovery from sulfide ores, and the Sepon Copper Process for copper recovery from sulfidic-clayey ores. Dr. Dreisinger serves as a director of Search Minerals, Inc. and as Vice President – Metallurgy for each of Baja Mining Corp, Clifton Star Resources and South American Silver Corp. Dr. Dreisinger currently resides in British Columbia, Canada.

  Alan R. Hodnik has served as a member of our board of directors since March 2011. He also serves as the chair of our compensation committee and also serves on our safety, health and environmental, business development and risk management and our nominating and corporate governance committees. Mr. Hodnik was named President of ALLETE, Inc. in May 2009, CEO in May 2010, and Chairman of that company in May 2011. Since joining ALLETE in 1982, Mr. Hodnik has served as Vice President-Generation Operations, Senior Vice President of Minnesota Power Operations, and Chief Operating Officer. As Chief Operating Officer, he led BNI Coal Mining, Superior Water Light & Power (SWLP) and transmission, distribution, generation, customer service and engineering for all aspects of Minnesota Power. Mr. Hodnik also serves on the Edison Electric Institute (EEI) Board of Directors. Mr. Hodnik was elected and served as Mayor of the City of Aurora, Minnesota from 1987-1998. The cities of Aurora and Hoyt Lakes co-host our PolyMet Erie Mine site location. He is a member of the board of Essentia Health-East Region and the Area Partnership for Economic Expansion (APEX). Mr. Hodnik currently resides in Minnesota, United States.

  William Murray served as our Executive Chairman from February 2008 to December 2010 and has served as a member of our board of directors since March 2003. He previously served as our President and Chief Executive Officer from March 2003 until February 2008. He also serves as the chair of our technical steering committee and also serves on our business development and risk management committee. Mr. Murray is an engineer in the mining industry with more than 35 years of experience in construction management, project evaluation in North America and Africa. From April 1993 to 2003, Mr. Murray provided consulting services to the mining industry as a principal of Optimum Project Services Ltd. Prior to that, Mr. Murray was employed by Fluor Daniel, a large U.S. Engineering & Construction contractor, as the Director of New Business from October 1989 to April 1993. From September 1981 to May 1986, Mr. Murray was a Director of Project Services at Denison Mines where he was part of the core team than built the $1.2 billion Quintette Coal project. From September 1970 to August 1981, Mr. Murray held a number of positions at Anglo American Corp in South Africa, principally in the Gold Division. Mr. Murray is also a director of Aura Minerals, Inc., and Prospero Silver Corp. Mr. Murray currently resides in British Columbia, Canada.

  Stephen Rowlandhas served as a member of our board of directors since October 2008. He also serves on our nominating and corporate governance committees. Mr. Rowland has been an executive with Glencore, a diversified natural resources company, since 1988. Mr. Rowland has held various positions with responsibility for international trading in metals and minerals in London, Switzerland, and the United States. Prior to joining Glencore, Mr. Rowland started his career in 1985 with Cargill, Inc. in Minneapolis. Mr. Rowland currently resides in Connecticut, United States.

  Michael M. Sill has served as a member of our board of directors since March 2011. He also serves as the chair of our audit committee and also serves on our capital finance and safety, health and environmental committees. Mr. Sill has served as President and CEO of Road Machinery & Supplies Co. since 1994, having joined the company in 1988. Road Machinery is a distributor of construction, mining and forestry equipment. Educated at Dartmouth College and J.L. Kellogg Graduate School of Management, Mr. Sill started his career as a financial analyst and commercial lending officer with The Northern Trust Company. He has served on the boards of the Associated Equipment Distributors, Associated General Contractors of Minnesota, the Twin Cities Regional Board of US Bank, and Dunwoody College of Technology. Mr. Sill currently resides in Minnesota, United States.

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  Frank L. Sims has served as a member of our board of directors since February 2008 and as our Co-Chair sincefrom January 2011.2011 to July 2012. He also serves onas the chair of our audit, compensation, and nominating and corporate governance committee and also serves on both our compensation and capital finance committees. Mr. Sims has held a series of progressively senior positions with Cargill, Incorporated between 1972 and his retirement in December 2007. Most recently he served as Corporate Vice President. Minnesota-headquartered Cargill is an international provider of food, agricultural and risk management products and services. Mr. Sims currently serves on the board of Piper Jaffray Companies.Companies and South Jersey Industries. Mr. Sims has previously served on the board of Tennant Company, as Vice-Chair of the U.S. Marine Transportation System National Advisory Council, was a Chairman of the board of the North American Export Grain Association, and as Chairman of the Federal Reserve Bank of Minneapolis. Mr. Sims currently resides in Georgia, United States.

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  Joseph Scipioni has served as our President and Chief Executive Officer since February 5, 2008 and as a member of our board of directors since February 19, 2008. He also serves on our safety, health and environmental committee. Mr. Scipioni served as our Chief Operating Officer since March 2007 and as General Manager of our Minnesota operations since July 2006. Prior to June 2006, Mr. Scipioni's career spanned more than 30 years with United States Steel Corporation where he worked in a number of progressively senior positions in operations. His last position was Plant Manager at the Keewatin Taconite plant in Minnesota. Mr. Scipioni is an active advisor to the University of Minnesota Natural Resources Research Institute based in Duluth, Minnesota, is an officer of the Minnesota Section of the Society of Mining, Metallurgy and Exploration (SME), and serves as an executive officer of Mining Minnesota. Mr. Scipioni currently resides in Minnesota, United States.

  Douglas J. Newby has served as our Chief Financial Officer since November 2005. Mr. Newby has nearlymore than 30 years of experience in the evaluation and financing of mining companies and projects around the world. Before coming to PolyMet, Mr. Newby served variously as a Director, Executive Vice President, interim Chairman, President and Chief Executive Officer of Western Goldfields, Inc. (now New Gold, Inc.) a US-based gold mining company. Mr. Newby has also been President of Proteus Capital Corp., a corporate advisory firm that specializes in the natural resource industries, since July 2001. Mr. Newby served as Managing Director of Proteus Consultants Ltd. from January 1991 to July 2001 and Managing Partner of Moyes Newby & Co., Inc. from April 1994 to December 1998, both of which provided corporate advisory services primarily to the international energy and mining industries. Since June 2011 Mr. Newby has served as a director of Coronet Metals, Inc., a Canadian company developing a gold mine in Peru. From January 2004 to March 2006, Mr. Newby served as Vice-President of Cadence Resources Corporation, an oil and gas exploration and development company. Prior to January 1991, Mr. Newby held senior positions with the investment banking firms of S.G. Warburg & Co., Inc., Morgan Grenfell & Co., and James Capel & Co. Mr. Newby currently resides in New York, United States.

  Joseph Scipioni has served as our Chief Operating Officer since March 2007. Prior to July 2012, Mr. Scipioni also served as our President and Chief Executive Officer and as a member of our board of directors since February 2008 and as General Manager of our Minnesota operations since July 2006. Prior to June 2006, Mr. Scipioni's career spanned more than 30 years with United States Steel Corporation where he worked in a number of progressively senior positions in operations. His last position was Plant Manager at the Keewatin Taconite plant in Minnesota. Mr. Scipioni is an active advisor to the University of Minnesota Natural Resources Research Institute based in Duluth, Minnesota, is an officer of the Minnesota Section of the Society of Mining, Metallurgy and Exploration (SME), and serves as an executive officer of Mining Minnesota. Mr. Scipioni currently resides in Minnesota, United States.

  Bradley C. Moore has served as our Executive Vice President, Environmental & Government Affairs since January 24, 2011. Mr. Moore has nearly 30 years experience in government and regulatory positions. He served as Commissioner of the Minnesota Pollution Control Agency from 2006 to 2008, and as Assistant Commissioner for Operations of the Minnesota Department of Natural Resources (MDNR) from January 1999 to August 2006. Prior to that, he worked in leadership and policy analyst positions with the MDNR and the Minnesota Department of Public Service (now the Department of Commerce). In December 2008, Mr. Moore joined Barr Engineering as Senior Advisor, Public and Governmental Affairs where he advised several companies including PolyMet, on environmental strategy. Mr. Moore currently resides in Minnesota, United States.

  Niall MooreRyan Vogt has served as our Corporate Secretary since December 2006 and as our Group Controller since September 2006.July 2012. Mr. MooreVogt has over 2513 years of experience with public companies in the resource sector.accounting, financial reporting, and internal controls. From November 2002April 2004 to May 2006,April 2012, he was Director, Corporate Reporting for Placer Domean assistant controller at World Data Products, Inc. (“Placer”) and from May 2006 until December 2006April 2012 to present he worked as a consultant to Barrick Gold, Inc. following that company’s acquisition of Placer.has been with the Company. Prior to November 2002,April 2004, Mr. MooreVogt was an audit partnera financial statement auditor at Ernst & YoungKPMG LLP. Mr. Moore has extensive experience in financial reporting, compliance and valuation work. Mr. Moore currently resides in British Columbia, Canada.

  Dr. David Dreisinger has served as a member of our board of directors since October 2003. Dr. Dreisinger also served on our audit committee prior to June 2006. Currently, Dr. Dreisinger is the chair of our safety, health and environmental committee. Since 1988, Dr. Dreisinger has been a member of the faculty at the University of British Columbia in the Department of Materials Engineering and is currently Professor and Chairholder of the Industrial Research and Chair in Hydrometallurgy. He has published over 200 papers and has been extensively involved as a process consultant in industrial research programs with metallurgical companies. Dr. Dreisinger has participated in 14 U.S. patents for work in areas such as pressure leaching, ion exchange removal of impurities from process solutions, use of thiosulfate as an alternative to cyanide in gold leaching, and leach-electrolysis treatment of copper recovery from sulfide ores, and the Sepon Copper Process for copper recovery from sulfidic-clayey ores. Dr. Dreisinger serves as a director of Search Minerals, Inc. and as Vice President – Metallurgy/Process for each of Baja Mining Corp and South American Silver Corp. Dr. Dreisinger currently resides in British Columbia, Canada.

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  Alan R. Hodnik has served as a member of our board of directors since March 9, 2011. He also serves on our compensation committee and our corporate governance and nominating committee. Mr. Hodnik was named President of ALLETE, Inc. in May 2009, CEO in May 2010, and Chairman of that company in May 2011. Since joining ALLETE in 1982, Mr. Hodnik has served as Vice President-Generation Operations, Senior Vice President of Minnesota Power Operations, and Chief Operating Officer. As Chief Operating Officer, he led transmission, distribution, generation, and engineering for all aspects of the Company. Mr. Hodnik was the elected mayor of the City of Aurora, Minnesota from 1988 to 1998. HeVogt is a member of the board of Essentia Health - East Region and of the Area Partnership for Economic Expansion (APEX).Certified Public Accountant. Mr. HodnikVogt currently resides in Minnesota, United States.

  William Murray served as our Executive Chairman from February 5, 2008 to December 31, 2010 and has served as a member of our board of directors since March 2003. He previously served as our President and Chief Executive Officer from March 2003 until February 2008. Mr. Murray is an engineer in the mining industry with more than 35 years of experience in construction management and project evaluation in North America and Africa. From April 1993 to 2003, Mr. Murray provided consulting services to the mining industry as a principal of Optimum Project Services Ltd. Prior to that, Mr. Murray was employed by Fluor Daniel, a large U.S. Engineering & Construction contractor, as the Director of New Business from October 1989 to April 1993. From September 1981 to May 1986, Mr. Murray was a Director of Project Services at Denison Mines where he was part of the core team than built the $1.2 billion Quintette Coal project. From September 1970 to August 1981, Mr. Murray held a number of positions at Anglo American Corp in South Africa, principally in the Gold Division. Mr. Murray is also a director of South American Silver Corp., Aura Minerals, Inc., and Prospero Silver Corp. Mr. Murray currently resides in British Columbia, Canada.

  Stephen Rowlandhas served as a member of our board of directors since October 30, 2008. He also serves on our audit and compensation committees. Mr. Rowland has been an executive with Glencore, a privately held diversified natural resources company, since 1988. Mr. Rowland has held various positions with responsibility for international trading in metals and minerals in London, Switzerland, and the United States. Prior to joining Glencore, Mr. Rowland started his career in 1985 with Cargill, Inc. in Minneapolis. Mr. Rowland currently resides in Connecticut, United States.

  Michael M. SillStephanie Hunter has served as our Manager, Corporate Operations since April 2004 and as our Corporate Secretary since November 2012. Mrs. Hunter has over 20 years of legal experience with public companies and over 10 years within the mining sector. From January 1999 to March 2004, she was a membersenior legal administrator and corporate law clerk at Stikeman Elliott LLP and from April 2004 to present she has been with the Company. Prior to January 1999, Mrs. Hunter was a Corporate Records Clerk at Holmes Greenslade LLP. Mrs. Hunter has extensive experience in administration of our boardpublic companies, statutory and regulatory compliance requirements and maintenance of directors since March 9, 2011. He also serves on our audit committee and our safety, health and environmental committee. Mr. Sill has served as President and CEO of Road Machinery & Supplies Co. since 1994, having joined the company in 1988. Road Machinery is a distributor of construction, mining and forestry equipment. Educated at Dartmouth College and J.L. Kellogg Graduate School of Management, Mr. Sill started his career as a financial analyst and commercial lending officer with The Northern Trust Company. He has served on the boards of the Associated Equipment Distributors, Associated General Contractors of Minnesota, and the Twin Cities Regional Board of US Bank. Mr. Sillrecords. Mrs. Hunter currently resides in Minnesota, United States.Ontario, Canada.

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  B.              Statement of Executive Compensation

  The following table sets forth the compensation paid to our Named Executive Officers for the fiscal year ended January 31, 2012:2014:

  			Pension,	Bonus Shares
  	Salaries	Options /	Retirement
  	Commissions	Restricted	and Similar		Total
  	and Bonuses	Stock Units	Benefits(1)		Compensation
  Joseph Scipioni, - President and Chief Executive Officer	$275,100	$61,200	$14,696	$nil	$350,996
  Douglas Newby - Chief Financial Officer	$247,535	$91,800	$7,425	$nil	$346,760
  Niall Moore, Corporate Secretary	$177,670	$36,720	$nil	$nil	$214,390

  Named Executive Officer	Salaries Commissions and Bonuses	Options / Restricted Share Units	Pension, Retirement and Similar Benefits(1)	Total Compensation
  Jonathan Cherry, President and Chief Executive Officer	$459,600	$612,000	$15,300	$1,086,900
  Douglas Newby, Chief Financial Officer	$292,800	$238,600	$7,500	$538,900
  Joseph Scipioni, Chief Operating Officer	$200,000	$23,300	$12,000	$235,300
  Bradley Moore, Executive Vice President, Environmental & Governmental Affairs	$216,200	$174,200	$11,100	$401,500

  ⁽¹⁾ Balances represent Company contributions under 401k pension plans.

  During the fiscal year ended January 31, 2012,2014, we had threefour Named Executive Officers (“NEOs”) (for the purposes of applicable securities legislation), namely:

  	(a)	Joseph Scipioni,Jonathan Cherry, President and Chief Executive Officer;
  	(b)	Douglas Newby, Chief Financial Officer, andOfficer;
  	(c)	NiallJoseph Scipioni, Chief Operating Officer; and
  	(d)	Bradley Moore, Corporate Secretary.Executive Vice President, Environmental & Governmental Affairs.

  Other than the arrangements noted in the table below, during the fiscal year ended January 31, 2012,2014, no compensation was paid or is payable by us to the directors of the Company, other than the NEOsNamed Executive Officers (the “Other Directors”), or our subsidiaries, if any, for their services in their capacity as directors, including any amounts payable for committee participation or special assignments;

  Name of Director	Director’s Fees	Options/Restricted StockShare Units	Total Compensation
  David Dreisinger W. Ian L. Forrest David Dreisinger Alan R. Hodnik William Murray Stephen Rowland Michael M. Sill Frank L. Sims	40,000 $ 50,000 30,000 40,000 -40,000 35,00040,000 50,00040,000 40,000 40,000	-440,000 -116,000 167,626116,000 71,400116,000 -171,400 167,626116,000 167,626116,000	40,000$ 490,000 50,000156,000 197,626156,000 111,400156,000 -211,400 202,626156,000 217,626156,000

  During the quarter ended January 31, 2012, we sold a used drill for $3.68$3.680 million. A company controlled by one of our Directors, Michael M. Sill, received a commission of $200,000$0.200 million related to this sale.

  The Company has no pension plan or other arrangement for non-cash compensation to the Other Directors.

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  C.              Board Practices

  All of our directors hold office until the next annual meeting of shareholders and until their successors have been elected and qualified. Our officers are elected by the Board of Directors at the first Board of Directors meeting after each annual meeting of shareholders and hold office until death, resignation, or upon removal from office.

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  NoneOther than the President and Chief Executive Officer, none of our other directors havehas a service contractscontract with us providing for benefits upon termination of theirhis employment.

  Our Audit Committee consists of Michael M. Sill (Chair), W. Ian L. Forrest, (Chair), Stephen Rowland, Michael M. Sill, and Frank L. Sims, and Dr. David Dreisinger, all of whom are independent directors. All four members of the Audit Committee meetMr. Forrest meets the criteria of an “Audit Committee Financial Expert” under the applicable rules and regulations of the SEC and such designation has been ratified by the Board of Directors. The Audit Committee oversees our auditing procedures, receives and accepts the reports of our independent certified public accountants, oversees our internal systems of accounting and management controls, and makes recommendations to the Board of Directors as to the selection and appointment of our auditors. The Audit Committee is governed by the terms of the Charter of the Audit Committee of the Board of Directors which has previously been filed as Exhibit 16.1.

  Our Compensation Committee consists of Alan R. Hodnik (Chair), W. Ian L. Forrest (Chair), Alan R. Hodnik, Stephen Rowland, and Frank L. Sims. The function of the Compensation Committee is to administer the 2007 PolyMet Omnibus Share Compensation Plan and to have authority over the salaries, bonuses, and other compensation arrangements of our executive officers.

  Our Nominating and Corporate Governance Committee consists of Frank L. Sims (Chair), W. Ian L. Forrest, and Alan R. Hodnik.Hodnik, Stephen Rowland and David Dreisinger. The committee (1) identifies individuals qualified to become members of the Board, (2) selects, or recommends to the Board, the director nominees for the next annual shareholders meeting, (3) selects candidates to fill any vacancies on the Board, and (4) develops and recommends to the Board a set of corporate governance principles applicable to PolyMet.

  D.              Employees

  As ofat January 31, 20122014 we had 1824 full-time employees, with 21 located in our VancouverToronto office, and 1615 located in our Hoyt Lakes office, and 8 located in our St. Paul office.None of our employees are covered by a collective bargaining agreement. We believe that our relations with our employees are good.

  During the fiscal year endedAs at January 31, 2012,2014, we employed an average of 4had 2 consultants working out of our Vancouver and Minnesota offices.

  E.              Share Ownership

  For theSee Item 7(A) for shareholdings of our directors and executive officers seepersons listed in Item 7(A)6(B).

  - 44 -43

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  ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

  A.              Officers, Directors and Major Shareholders

  The following table sets forth certain information that has been provided to us regarding the beneficial ownership of our common shares as of April 24, 2012, certain information regarding the ownership of our voting securities21, 2014 by each shareholderthose known to our management to be (i) the beneficial owner of more than 5% of our outstanding common shares, (ii) our directors, (iii) our current executive officers identified under Item 6(A), and (iv) all executive officers and directors as a group. We believe that, except as otherwise indicated, the beneficial owners of the common shares listed below, based on information furnished by such owners, have sole investment and voting power with respect to such shares.

  		Amount and Nature of
  		Beneficial Ownership
  		(includes shares, vested
  		options and warrants, and
  		restricted shares for		Percent of
  Name and Address of		which the holder has		Outstanding
  Beneficial Owner(1)		voting rights)		Common Shares
  W. Ian L. Forrest (2)		2,453,000		1.38%
  Frank Sims (3)		1,196,124		0.67%
  Joseph Scipioni (4)		780,000		0.44%
  Douglas J. Newby (5)		1,260,000		0.71%
  Bradley C. Moore (6)		200,000		0.11%
  Niall Moore (7)		525,000		0.29%
  David Dreisinger (8)		1,426,300		0.80%
  Alan R. Hodnik (9)		450,000		0.25%
  William Murray (10)		3,146,976		1.76%
  Stephen Rowland (11)		250,000		0.14%
  Michael M. Sill (12)		450,000		0.25%
  Total executive officers and directors as a group (11 persons) (13)		12,137,400		6.59%
  5% or more shareholders:
  Glencore (14) Baarermattstrasse 3 CH-6341 Baar Switzerland		72,078,038		34.71%

  Name and Address of		Amount and Nature of		Percent of
  Beneficial Owner(1)		Beneficial Ownership (2)		Common Shares (3)
  William Murray (4)		3,995,464		1.44%
  W. Ian L. Forrest (5)		3,629,500		1.31%
  Jonathan Cherry (6)		2,832,240		1.02%
  Frank Sims (7)		2,455,595		*
  David Dreisinger (8)		2,314,450		*
  Douglas J. Newby (9)		1,798,286		*
  Joseph Scipioni (10)		1,115,500		*
  Michael M. Sill (11)		1,030,201		*
  Stephen Rowland (12)		900,000		*
  Alan R. Hodnik (13)		850,500		*
  Bradley Moore (14)		580,794		*
  Ryan Vogt (15)		305,774		*
  Stephanie Hunter (16)		185,000		*
  Total directors and officers as a group (17)		21,993,304		7.65%
  *Less than 1.00%
  5% or more shareholders:
  Glencore (18)		110,112,039		35.86%
  Baarermattstrasse 3
  CH-6341 Baar
  Switzerland

  
  

  1.(1)	The address of each person, unless otherwise noted, is c/o PolyMet Mining Corp., 100 King Street West, Suite 390- 3600 Lysander Lane, Richmond, British Columbia V7B 1C3.5700, Toronto, Ontario M5X 1C7.
  2.(2)	The number of shares beneficially owned by each person or group includes common shares that such person or group had the right to acquire on or within 60 days after that date, including, but not limited to, upon the exercise of options and vesting and release of restricted stock units. To our knowledge, except as otherwise indicated in the footnotes to this table and subject to applicable community property laws, each shareholder named in the table has the sole power to vote or direct the voting of (voting power) and the sole power to sell or otherwise direct the disposition of (dispositive power) the shares set forth opposite such shareholder’s name.
  (3)	For each person and group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group as described above by the sum of the 275,650,392 common shares outstanding on April 21, 2014 and the number of common shares that such person or group had the right to acquire on or within 60 days of that date, including, but not limited to, upon the exercise of options and upon vesting and payment of restricted stock units.

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  (4)	Includes 1,528,0001,164,700 common shares directly owned by Mr. Murray and 1,430,764 common shares held in the name of Group 4 Ventures of which he is the sole shareholder, 300,000 common shares issuable upon exercise of options at an exercise price of CDN$1.1793 per share set to expire on September 19, 2015, 450,000 common shares issuable upon exercise of options at an exercise price of CDN$2.3932 per share set to expire on March 20, 2016, 200,000 common shares issuable upon exercise of options at an exercise price of $0.7110 per share set to expire on February 17, 2019, 150,000 common shares issuable upon exercise of options at an exercise price of $0.8237 per share set to expire July 11, 2022 and 300,000 common shares issuable upon exercise of options at an exercise price of $0.9520 per share set to expire December 16, 2023. In addition, Mr. Murray has the right, upon certain milestones, to receive 70,016 common shares issuable under Restricted Share Units for which he currently has neither voting nor dispositive rights.
  (5)	Includes 2,217,000 common shares owned in the name of Micor Trading SA of which Mr. Forrest is a director and has voting and dispositive control, 375,000562,500 common shares owned in the name of Panares Resources Inc. of which he is a director and has voting and dispositive control, 150,000 common shares issuable upon exercise of options at an exercise price of CDN$1.361.1793 per share set to expire on September 19, 2012,2015, 250,000 common shares issuable upon exercise of options at an exercise price of CDN$2.762.3932 per share set to expire on March 20, 2013, and2016, 150,000 common shares issuable upon exercise of options at an exercise price of $0.82$0.7110 per share set to expire on February 17, 2016.2019 and 300,000 common shares issuable upon exercise of options at an exercise price of $0.9520 per share set to expire December 16, 2023. In addition, Mr. Forrest has the right, upon certain milestones, to receive 29,792 common shares issuable under Restricted Share Units for which he currently has neither voting nor dispositive rights.

  - 45 -

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  3.
  (6)	Includes 346,124466,544 common shares directly owned by Mr. Cherry, 137,029 restricted common shares for which he has voting power but does not currently have dispositive control, 1,666,667 common shares issuable upon exercise of options at an exercise price of $0.7613 per share set to expire on June 21, 2022 and 562,000 common shares issuable upon exercise of options at an exercise price of $0.9800 set to expire January 17, 2014. In addition, Mr. Cherry holds currently un-exercisable options to acquire 833,333 common shares at an exercise price of $0.7613 per share set to expire on June 21, 2022 and has the right, upon certain milestones, to receive 195,750 common shares issuable under Restricted Share Units for which he currently has neither voting nor dispositive rights.
  (7)	Includes 1,305,595 common shares directly owned by Mr. Sims, 200,000 common shares issuable upon exercise of options at an exercise price of $2.72$2.3585 per share set to expire on February 15, 2015,2018, 200,000 common shares issuable upon exercise of options at an exercise price of $0.82$0.7110 per share set to expire on February 17, 2016,2019, 250,000 common shares issuable upon exercise of options at an exercise price of $2.04$1.7689 per share set to expire on March 10, 2021, 200,000 common shares issuable upon exercise of options at an exercise price of $1.0318 per share set to expire on March 8, 2022 and 300,000 common shares issuable upon exercise of options at an exercise price of $0.9520 per share set to expire December 16, 2023. In addition, Mr. Sims currently holds un-exercisable options to acquire 200,000 common shares at an exercise price of $2.3585 per share set to expire on February 15, 2018 and has the right, upon certain milestones, to receive 29,792 common shares issuable under Restricted Share Units for which he currently has neither voting nor dispositive rights.
  (8)	Includes 1,314,450 common shares directly owned by Dr. Dreisinger, 150,000 common shares issuable upon exercise of options at an exercise price of CDN$1.1793 per share set to expire on September 19, 2015, 250,000 common shares issuable upon exercise of options at an exercise price of CDN$2.3932 per share set to expire on March 20, 2016, 150,000 common shares issuable upon exercise of options at an exercise price of $0.7110 per share set to expire on February 17, 2019, 150,000 common shares issuable upon exercise of options at an exercise price of $0.92 per share set to expire on January 7, 2023 and 300,000 common shares issuable upon exercise of options at an exercise price of $0.9520 per share set to expire December 16, 2023. Mr. Dreisinger has the right, upon certain milestones, to receive 29,792 common shares issuable under Restricted Share Units for which he currently has neither voting nor dispositive rights.

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  (9)	Includes 247,500 common shares held in the name of Proteus Capital Corp. of which Mr. Newby is the President and controlling shareholder, 141,786 common shares directly owned by Mr. Newby, 80,000 restricted common shares for which he has voting power but does not currently have dispositive control, 100,000 common shares issuable upon exercise of options at an exercise price of CDN$0.9972 per share set to expire on December 5, 2015, 500,000 common shares issuable upon exercise of options at an exercise price of CDN$2.5753 per share set to expire on March 20, 2016, 200,000 common shares issuable upon exercise of options at an exercise price of $1.0318 per share set to expire on March 8, 2022, 100,000 common shares issuable upon exercise of options at an exercise price of $0.7977 per share set to expire on January 7, 2023 and 219,000 common shares issuable upon exercise of options at an exercise price of $0.9800 set to expire January 17, 2014 in Mr. Newby’s name; and 210,000 common shares issuable upon exercise of options at an exercise price of CDN$1.1793 per share set to expire on September 19, 2015 held in the name of Proteus Capital Corp. In addition, Mr. Newby has the right, upon certain milestones, to receive 156,339 common shares issuable under Restricted Share Units for which he currently has neither voting nor dispositive rights.
  (10)	Includes 370,500 common shares directly owned by Mr. Scipioni, 45,000 restricted common shares for which he has voting power but does not currently have dispositive control, 200,000 common shares issuable upon exercise of options at an exercise price of CDN$2.5753 per share set to expire on June 19, 2016, 300,000 common shares issuable upon exercise of options at an exercise price of CDN$2.8614 per share set to expire on January 5, 2017, and 200,000 common shares issuable upon exercise of options at an exercise price of $1.19$0.7110 per share set to expire on February 17, 2019. In addition, Mr. Scipioni holds currently un-exercisable options to acquire 250,000 common shares at an exercise price of $2.5319 per share set to expire on March 12, 2017 and 100,000 common shares at an exercise price of $2.3585 per share set to expire on February 15, 2018. In addition, Mr. Scipioni has the right, upon certain milestones, to receive 23,810 common shares issuable under Restricted Share Units for which he currently has neither voting nor dispositive rights.
  (11)	Includes 251,500 common shares directly owned by Mr. Sill, 6,201 common shares held in the name of Matthew Sill, 22,500 common shares held in the name of Michael R. Sill Family Trust, of which Mr. Sill is a trustee, 250,000 common shares issuable upon exercise of options by Mr. Sill at an exercise price of USD $1.7689 per share set to expire on March 10, 2021, 200,000 common shares issuable upon exercise of options at an exercise price of $1.0318 per share set to expire on March 8, 2019. In addition, Mr. Sims holds currently un-exercisable options to acquire 200,0002022 and 300,000 common shares issuable upon exercise of options at an exercise price of $2.72$0.9520 per share set to expire December 16, 2023. In addition, Mr. Sill has the right, upon certain milestones, to receive 29,792 common shares issuable under Restricted Share Units for which he currently has neither voting nor dispositive rights.
  (12)	Includes 150,000 common shares directly owned by Mr. Rowland, 250,000 common shares issuable upon exercise of options by Mr. Rowland at an exercise price of $1.0318 per share set to expire on February 15, 2015,March 8, 2022, 300,000 common shares issuable upon exercise of options at an exercise price of $0.9520 per share set to expire December 16, 2023 and 200,000 common shares issuable upon exercise of options at an exercise price of $0.9300 per share set to expire January 9, 2024. In addition, Mr. Rowland has the right, upon certain milestones, to receive 29,792 common shares issuable under Restricted Share Units for which he currently has neither voting nor dispositive rights.
  4.(13)	Includes 50,000100,500 common shares directly owned by Mr. ScipioniHodnik, 250,000 common shares issuable upon exercise of options by Mr. Hodnik at an exercise price of USD $1.7689 per share set to expire on March 10, 2021, 200,000 common shares issuable upon exercise of options at an exercise price of $1.0318 per share set to expire on March 8, 2022 and 300,000 common shares issuable upon exercise of options at an exercise price of $0.9520 per share set to expire December 16, 2023. In addition, Mr. Hodnik has the right, upon certain milestones, to receive 29,792 common shares issuable under Restricted Share Units for which he currently has neither voting nor dispositive rights.
  (14)	Includes 90,794 common shares directly owned by Mr. Moore, 30,000 restricted common shares for which he has voting power but does not currently have dispositive control, 200,000 common shares issuable upon exercise of options at an exercise price of CDN$2.97$1.8816 per share set to expire on June 19, 2013, 300,000January 25, 2021, 100,000 common shares issuable upon exercise of options at an exercise price of CDN$3.30$1.0318 per share set to expire on January 5, 2014,March 8, 2022 and 200,000160,000 common shares issuable upon exercise of options at an exercise price of $0.82$0.9800 per share set to expire on FebruaryJanuary 17, 2016.2024. In addition, Mr. ScipioniMoore holds currently un-exercisable options to acquire 250,000 common shares at an exercise price of $2.92 per share set to expire on March 12, 2014 and 100,000 common shares at an exercise price of $2.72$1.8816 per share set to expire on February 15, 2015,January 25, 2021 and has the right, upon certain milestones, to receive 55,720 common shares issuable under Restricted Share Units for which he currently has neither voting nor dispositive rights.

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  5.(15)	Includes 165,00063,274 common shares held in the name of Proteus Capital Corp. of whichdirectly owned by Mr. Newby is the President and controlling shareholder, 45,000Vogt, 7,500 restricted common shares for which he has voting power but does not currently have dispositive control, 100,000 common shares issuable upon exercise of options at an exercise price of CDN$1.15$1.0058 per share set to expire on December 5, 2012, 500,000April 2, 2022, 50,000 common shares issuable upon exercise of options at an exercise price of CDN$2.76$0.8671 per share set to expire on March 20, 2013, 200,000July 25, 2022 and 85,000 common shares issuable upon exercise of options at an exercise price of $1.19 per share$0.9800 set to expire on March 8, 2019 in Mr. Newby’s name; and 40,000 common shares issuable upon exercise of options at an exercise price of CDN$0.94 per share set to expire on June 15, 2012, and 210,000 common shares issuable upon exercise of options at an exercise price of CDN$1.36 per share set to expire on September 19, 2012 held in the name of Proteus Capital Corp.
  6.	includes 100,000 common shares issuable upon exercise of options at an exercise price of $2.17 per share set to expire on January 25, 2018 and 100,000 common shares issuable upon exercise of options at an exercise price of $1.19 per share set to expire on March 8, 2019.17, 2024. In addition, Mr. Moore holds currently un-exercisable options to acquire 200,000 common shares at an exercise price of $2.17 per share set to expire on January 25, 2018.
  7.	Includes 275,000 common shares issuable upon exercise of options at an exercise price of CDN$3.82 per share set to expire on September 1, 2013, 175,000 common shares issuable upon exercise of options at an exercise price of CDN$3.30 per share set to expire on January 5, 2014, and 75,000 common shares issuable upon exercise of options at an exercise price of $0.82 per share set to expire on January 30, 2016. In addition, Mr. MooreVogt has the right, upon certain milestones, to receive 18,00029,762 common shares issuable under Restricted StockShare Units for which he currently has neither voting nor dispositive rights.
  8.(16)	Includes 876,3005,000 common shares directly owned by Dr. Dreisinger, 150,000Mrs. Hunter, 80,000 common shares issuable upon exercise of options by Ms. Hunter at an exercise price of $1.1793 per share set to expire on September 19, 2015, 50,000 common shares issuable upon exercise of options at an exercise price of CDN$1.36CAD$2.3932 per share set to expire on September 19, 2012, 250,000March 20, 2016, and 50,000 common shares issuable upon exercise of options at an exercise price of CDN$2.76$0.7110 per share set to expire on March 20, 2013, and 150,000 common shares issuable upon exercise of options at an exercise price of $0.82 per share set to expire on February 17, 2016.

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  9.	Includes 250,000 common shares issuable upon exercise of options at an exercise price of USD $2.04 per share set to expire on March 10, 2018, and 200,000 common shares issuable upon exercise of options at an exercise price of $1.19 per share set to expire on March 8,January 30, 2019.
  10.	Includes 1,209,800 common shares directly owned by Mr. Murray and 987,176 common shares held in the name of Group 4 Ventures of which he is the sole shareholder, 300,000 common shares issuable upon exercise of options at an exercise price of CDN$1.36 per share set to expire on September 19, 2012, 450,000 common shares issuable upon exercise of options at an exercise price of CDN$2.76 per share set to expire on March 20, 2013, and 200,000 common shares issuable upon exercise of options at an exercise price of $0.82 per share set to expire on February 17, 2016. In addition, Mr. MurrayMrs. Hunter has the right, upon certain milestones, to receive 35,00034,263 common shares issuable under Restricted StockShare Units for which heshe currently has neither voting nor dispositive rights.
  11.(17)	Includes 250,000 common shares issuable upon exercise of options at an exercise price of $1.19 per share set to expire on March 8, 2019.
  12.	Includes 250,000 common shares issuable upon exercise of options at an exercise price of USD $2.04 per share set to expire on March 10, 2018 and 200,000 common shares issuable upon exercise of options at an exercise price of $1.19 per share set to expire on March 8, 2019.
  13.	Includes 5,612,4009,911,108 common shares owned, 6,525,00011,782,667 common shares issuable upon exercise of options, and 75,000299,529 restricted common shares for which the holder has voting power but does not currently have dispositive control. Does not include 53,000681,732 common shares issuable under Restricted StockShare Units for which the holder currently has neither voting nor dispositive rights nor currently un-exercisable options to acquire 750,0001,483,333 common shares.
  14.(18)	This shareholder acquired 9,433,962 of ourIncludes 78,724,821 common shares from us during our fiscal 2010 fourth quarter, 5,000,000 of our common shares from us during our fiscal 2011 fourth quarter, 5,000,000 of our common shares from us during our fiscal 2012 second quarter, and 13,333,333 of our common shares from us during our fiscal 2012 fourth quarter. This shareholder acquired 9,200,547 of our common shares from Cliffs on July 15, 2011 and also holdsowned, $25 million initial principal debentures exchangeable into 19,510,19624,929,217 of our common shares (including interest capitalized as at March 31, 2012)2014) and warrants to acquire 5,600,0006,458,001 of our common shares at $1.50$1.3007 per share.

  Our shareholder who beneficially owns more than 5% of our common shares outstanding doesdo not have voting rights different from any other shareholders of common shares.

  As ofat April 24, 2012,21, 2014, there were 346338 holders of record of our common shares of which 266264 were U.S. residents owning 20.46%23.8% of our outstanding common shares.

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  B.              Related Party Transactions

  We have conducted transactions with officers,senior management, directors and persons or companies related to directorsthese individuals, and paid or accrued amounts as follows:

  			2012			2011			2010
  			(in $'000's	)		(in $'000's	)		(in $'000's	)
  	Consulting fees paid to Dr. Dreisinger, a Director of the Company	$	nil		$	59		$	59
  		$	nil		$	59		$	59

  		Year ended January 31,
  (in $000’s)		2014			2013			2012
  Salaries and other short-term benefits	$	1,718		$	1,468		$	950
  Other long-term benefits		60			54			32
  Termination benefits		-			279			-
  Share-based payments(1)		2,366			2,102			738
  Commission on sale of used drill		-			-			200
  	$	4,144		$	3,903		$	1,920

  The amounts charged⁽¹⁾ Share-based payment represents the fair value determined at grant date to usbe expensed over the vesting period. There are agreements with key employees that contain severance provisions for the services provided have been determined by negotiation among the parties. These transactions weretermination without cause or in the normal courseevent of operations and were measured ata take-over bid. Other than the exchange value, which is the amount of consideration established and agreed to by the related party.

  During the year ended January 31, 2012, we paid $nil (2011 - $59,000 and 2010 - $59,000) to Dr. Dreisinger for consulting fees primarily in connection with activities related to the processing / technical side of the NorthMet Project and related expenses (the latter were supported by invoices and receipts). The consulting fees were based on a monthly fee of Canadian $5,500 plus general sales tax. Throughout the term of his engagement, Dr. Dreisinger has conducted in-person and telephonic meetings with Mr. William Murray, the Company’s then Executive Chairman and formerly its President and Chief Executive Officer, andnone of PolyMet’s other membersdirectors has a service contract with the Company providing for benefits upon termination of management at which he provided both verbal and written updates on the status of test work and made recommendations for future activities. These meetings occurred approximately every two to three weeks for the past six years.

  The agreement with Dr. Dreisinger was entered into at a time when our current business plans were being formulated and were month to month and oral in nature. The agreement was approved by Mr. William Murray. It was discussed with our board of directors who did not consider that formal approval and a written contract was necessary at that time. We believe that the contract was negotiated on terms at least as good as could be obtained from third parties.his employment.

  During the quarteryear ended January 31, 2012, we sold a used drill rig for $3.680 million. A company controlled by one of our Directors,directors, Michael M. Sill, received a commission of $200,000$0.200 million related to this sale.

  As a result of Glencore’s ownership of 28.6% of the Company it is also a related party. Transactions with Glencore are described in Item 5(b) above.

  To the knowledge of the Company, except as disclosed above, none of the directors, executive officers or other insiders, as applicable, of the Company or any affiliate of the Company has or has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or will materially affect the Company.

  C.              Interests of experts and counsel.

  Not applicable.

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  ITEM 8. FINANCIAL INFORMATION

  A.              Consolidated Statements and Other Financial Information

  See Item 18.

  Legal Proceedings and Regulatory Actions

  Neither we, nor our subsidiaries,To the knowledge of Company’s management, there are no material legal proceedings or regulatory actions outstanding to which the Company is a party, or to norwhich any of its property is our propertysubject to during the financial year ended January 31, 2014, and no such proceedings or regulatory actions are known to the propertyCompany to be threatened or pending, as of our subsidiaries the subject of, any pending legal or arbitration proceeding that is material.date hereof.

  Dividend Policy

  Since our incorporation, we have not declared or paid, and have no present intention to declare or to pay in the foreseeable future, any cash dividends with respect to our common shares. Earnings will be retained to finance further growth and development of our business. However, if our board of directors declares dividends, all common shares will participate equally, and, in the event of liquidation, in our net assets.

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  B.              Significant Changes

  On February 1, 2012 we reported onApril 25, 2014 PolyMet and Glencore extended the statusterm of the NorthMet environmental review. ERM,Series A-D debentures and the Lead Agencies' environmental consultant, has completed a significant amountexpiration date of work on the SDEIS, which will comprise nine chapters. The first four chapters, comprising over 400 pages and including more than 100 figures, have been drafted and are being reviewed by the Lead Agencies.

  Other important milestones already achieved include:

  • Approval of air emission estimates.
  • Approval of cumulative visibility, acid deposition, and fiber impact evaluation reports.
  • Completion of geotechnical stability modeling with results now under review.
  • Completion of direct wetland impact evaluation and wetland mitigation plans, which are now under review.
  • Completion of hazardous materials assessment; threatened, endangered and sensitive species analysis; assessments of wildlife and heritage resources; and wetland/floodplain analysis reports for the lands involved in the land exchange, which have been deliveredassociated Exchange Warrants to the USFS for review.
  • Delivery by usearlier of updated project documents including the detailed project description, mine plan, reclamation and waste disposal plans, and extensive data packages.

  As SDEIS preparation moves intoEarly Maturity Event (as previously defined) or September 30, 2015. All other terms of both the final stages, the Lead Agencies have completed a detailed assessment of tasks outstandingdebentures and the timeline. The key task is completionwarrants described in Note 8 are unchanged. See further discussion of detailed environmental modeling, including quality assurance plans as well as generation, verification, review, and documentation of modeling data.Glencore Financings in section 5(b).

  The Lead Agencies expect that all aspects of modeling will be completed in the spring of 2012, with the preliminary SDEIS available for review by the Cooperating Agencies during the summer, and public review and comment in the fall of 2012.

  On March 9, 2012 PolyMet acquired control of land that it plans to restore to wetlands through an agreement with AG for Waterfowl, LLP ("AG"). PolyMet paid AG $2.0 million cash and issued 2,788,902 of its common shares and a warrant to purchase 1,083,333 of its common shares at $1.50 per share at any time until December 31, 2015 as consideration for the purchase of a $5.9 million face value five year zero interest rate mortgage over land currently in agricultural use that AG will restore to wetlands in order to create wetland credits. The mortgage will be partially released as part of the lands are fully restored to approved wetland status, at which time PolyMet will receive formal wetland credits. Any lands that PolyMet has not requested be restored to wetland, will revert to AG and the remaining mortgage, if any, will be released on February 28, 2017. PolyMet is committed to pay AG an additional $680,000 over seven years and will release part of the mortgage.

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  ITEM 9. THE OFFER AND LISTING

  A.              The Offer and Listing Details

  The following table outlines the annual high and low market prices for the five most recent fiscal years:

  

  Fiscal Year Ended	TSX		NYSE MKT
  	High	Low	High	Low
  	(CDN$)	(CDN$)	(US$)	(US$)
  January 31, 2014	1.34	0.69	1.28	0.67
  January 31, 2013	1.37	0.73	1.37	0.70
  January 31, 2012	2.61	1.00	2.65	0.97
  January 31, 2011	3.56	1.33	3.38	1.26
  January 31, 2010	3.89	0.72	3.79	0.57

  The following table outlines the high and low market prices for each fiscal financial quarter for the two most recent fiscal periods:

  

  Fiscal Quarter Ended	TSX		NYSE MKT
  	High	Low	High	Low
  	(CDN$)	(CDN$)	(US$)	(US$)
  January 31, 2014	1.34	0.77	1.28	0.74
  October 31, 2013	0.91	0.69	0.88	0.67
  July 31, 2013	1.21	0.74	1.19	0.68
  April 30, 2013	1.27	1.02	1.25	0.99
  January 31, 2013	1.12	0.85	1.13	0.87
  October 31, 2012	1.20	0.99	1.20	1.00
  July 31, 2012	1.14	0.73	1.14	0.70
  April 30, 2012	1.37	1.01	1.37	1.01

  The following table outlines the high and low market prices for each of the most recent six months and April 2012 to-date:periods indicated:

  Month Ended	TSX			NYSE MKT
  	High	Low	Total Volume	High	Low	Total Volume
  	(CDN$)	(CDN$)	(#)	(US$)	(US$)	(#)
  April 1 – 21, 2014	1.55	1.46	396,100	1.41	1.33	4,347,000
  March 31, 2014	1.66	1.26	1,341,800	1.50	1.14	14,285,100
  February 28, 2014	1.32	1.05	751,400	1.20	1.00	7,334,700
  January 31, 2014	1.19	0.95	481,200	1.08	0.88	6,305,000
  December 31, 2013	1.26	0.90	1,351,100	1.19	0.85	8,544,700
  November 30, 2013	1.34	0.79	2,077,200	1.28	0.74	11,807,100
  October 31, 2013	0.84	0.69	944,100	0.83	0.67	5,751,100
  September 30, 2013	0.88	0.80	410,100	0.85	0.77	3,329,800
  August 31, 2013	0.91	0.77	624,200	0.88	0.75	4,719,300
  July 31, 2013	0.90	0.72	2,845,300	0.86	0.68	9,772,000
  June 30, 2013	1.11	0.71	2,073,600	1.07	0.70	6,696,800
  May 31, 2013	1.20	1.04	660,500	1.19	1.01	4,117,900
  April 30, 2013	1.21	1.02	274,400	1.20	1.01	2,843,900
  March 31, 2013	1.26	1.16	601,100	1.23	1.13	2,699,100
  February 28, 2013	1.27	1.07	1,058,600	1.25	1.07	4,623,800

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  B.              Plan of Distribution

  Not applicable.

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  C.              Markets

  InOn April 13, 1984, our common shares commenced trading on what is now the TSX Venture Exchange in British Columbia, Canada under the symbol "POM.” On February 1, 2007, our common shares graduated to trading on the Toronto Stock Exchange in British ColumbiaTSX under the symbol “POM”. In August 2000, our common shares began trading on the OTCBB under the symbol “POMGF.” On June 26, 2006, our common shares commenced trading on what is now the NYSE AmexMKT under the symbol “PLM.”

  D.              Selling Shareholders

  Not applicable.

  E.              Dilution

  Not applicable.

  F.              Expenses of the Issue

  Not applicable.

  ITEM 10. ADDITIONAL INFORMATION

  A.              Share Capital

  Not Applicable.

  B.              Memorandum and Articles of Association

  Incorporation

  We were incorporated under the name Fleck Resources Ltd. pursuant to theCompanies Act (British Columbia) and continued under theBusiness Corporations Act (British Columbia) by registration of our memorandum in British Columbia, Canada, under Certificate of Incorporation #BC0228310 on March 4, 1981. We changed our name to PolyMet Mining Corp. on June 10, 1998. We do not have any stated “objects” or “purposes” as such that are not required by the corporate laws of the Province of British Columbia. Rather, we are, by such corporate laws, entitled to carry on any activities whatsoever that are not specifically precluded by other statutory provisions of the Province of British Columbia.

  Powers and Functions of the Directors

  The powers and functions of the directors are set forth in our Articles, the current version of which were adopted on October 6, 2004, and in the Business Corporations Act (British Columbia). They provide that:

  (a)

  a director who holds office or possesses any property, right, or interest that could result, directly or indirectly, in the creation of a duty of interest that materially conflicts with his duty or interest as a director must disclose the nature and extent of the conflict and abstain from voting on the approval of the proposed contract or transaction, unless all the directors have a disclosable interest, in which case the director may vote on such resolution, and moreover, may be liable to account to us for any profit that accrued under such an interest contract or transaction;

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  (b)	a director is not deemed to be interested in a proposed contract or transaction merely because it relates to the remuneration of a director in that capacity. The directors may, in the absence of an independent quorum, vote compensation to themselves;
  (c)	there are no specific limitations on the exercise by the directors of our borrowing powers;

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  (d)	there are no provisions for the retirement or non-retirement of directors under an age limit, and
  (e)	there is no requirement for a director to hold any shares in us.

  Rights and Restrictions Attached to the Shares

  As all of our authorized and issued shares are of one class of common shares, there are no special rights or restrictions of any nature or kind attached to any of the shares, including any dividend rights. All authorized and issued shares rank equally in respect to the declaration and receipt of dividends and rights to share in any profits or surplus upon our liquidation, dissolution or winding-up. Each share has attached to it one non-cumulative vote. Shareholders are not liable to further capital calls made by us. There is no specific sinking fund provision or any provision discriminating against any existing or prospective holder of shares as a result of such shareholder owning a substantial number of shares. See further discussion of Shareholder Rights Plan in Item 14.

  Alteration of Share Rights

  The rights of holders of our issued common shares may be altered by special resolution, which requires the approval of the holders of two-thirds or more of the votes cast at a meeting of our shareholders called and held in accordance with applicable law. See further discussion of Shareholder Rights Plan in Item 14.

  Annual General Meetings

  Annual General Meetings are called and scheduled upon decision by the Board of Directors. Pursuant to theBusiness Corporations Act(British Columbia), we are required to hold an annual meeting in each year, not more than 15 months after the date of the most recent annual meeting. The directors may call a meeting of the shareholders whenever they see fit. All meetings of the shareholders may be attended by registered shareholders or persons who hold powers of attorney or proxies given to them by registered shareholders.

  Foreign Ownership Limitations

  Our Articles and other charter documents do not contain limitations prohibiting non-residents, foreigners or any other group from holding or voting shares.

  Change of Control

  There are no provisions in our Articles or charter documents that currently have the effect of delaying, deferring or preventing a change in the control in us, or that would operate with respect to any proposed merger, acquisition or corporate restructuring involving us or any of our subsidiaries.

  Share Ownership Reporting Obligations

  There are no provisions in our Articles requiring share ownership to be disclosed.

  Securities legislation in Canada requires that shareholder ownership must be disclosed once a person owns beneficially or has control or direction, directly or indirectly, over greater than 10% of the issued voting shares of a corporation, such as us. This threshold is higher than the 5% threshold under U.S. securities legislation at which shareholders must report their share ownership.

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  C.              Material Contracts

  The following is a summary of each material contract, other than contracts entered into in the ordinary course of business, to which we or any member of the group isare a party, for the two years preceding the date of this document.document:

  Asset Purchase Agreements

  For a complete description of the acquisition

  • Acquisition of the mine site lease, see Item 4(D)(c)(i).

    For for a complete description of the acquisitiondescription.

  • Acquisition of the Erie Plant and associated infrastructure acquired in the Asset Purchase Agreements I and II, see Item 4(D)(c)(ii).

    Share Purchase Agreement

    For for a complete description of the stockdescription.

  • Share purchase agreement entered into with Glencore, AG, see Item 5(B).
    for a complete description.

  D.              Exchange Controls

  There are no governmental laws, decrees or regulations in Canada relating to restrictions on the export or import of capital, or affecting remittance of interest, dividends or other payments to non-resident holders of our common shares. Any remittances of dividends to United States residents are, however, subject to a 15% withholding tax (5% if the shareholder is a company owning at least 10% of the outstanding common shares) pursuant to the reciprocal tax treaty between Canada and the United States. See the section of this Form 20-F entitled “Taxation.”

  Except as provided in the Investment Canada Act (the “ICA”), which has provisions which govern the acquisition of a control block of voting shares by a person who is not a Canadian resident (a “non-Canadian”) of a company carrying on a Canadian business, there are no limitations specific to the rights of non-Canadians to hold or vote the common shares under the laws of Canada or the Province of British Columbia or in our charter documents.

  E.              Taxation

  The followingThis summary is not exhaustive of the material Canadian federalall possible income tax considerations generally applicableconsequences. It is not intended as legal or tax advice to any particular holder of our common shares reflects our opinion.and should not be so construed. The tax consequences to any particular holder of common shares will vary according to the status of that holder as an individual, trust, corporation, or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holder’s particular circumstances. ThisEach holder should consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.

  Certain Canadian Federal Income Tax Consequences
  The following summary isreflects our opinion of the material Canadian federal income tax considerations generally applicable only to holders of our common shares who are residents of the United States, have never been a resident of Canada, deal at arm’s length with us, hold their common shares as capital property, and who will not use or hold the common shares in carrying on business in Canada. Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.

  This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the “Tax Act, or ITA”) and the Canada-United States Tax Convention as amended by the Protocols thereto (the “Tax Convention”) as of the date of the Annual Report and the current administrative practices of Revenue Canada, Customs, Excise and Taxation. This summary does not take into account Canadian provincial income tax consequences.

  This summary is not exhaustive of all possible income tax consequences. It is not intended as legal or tax advice to any particular holder of our common shares and should not be so construed. Each holder should consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.

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  North American Free Trade Agreement (Canada). The Investment Act was amended with the North American Free Trade Agreement (NAFTA) to provide for special review thresholds for Americans (including “American-controlled “entities” as defined in the Investment Act). Under the Investment Act, as amended, an investment in our common shares by an American would be reviewable only if it was an investment to acquire control of us and the value of our assets was equal to or greater than a specified amount (the “Review Threshold”), which increases in stages. The Review Threshold is currently $150 million.

  Disposition ofDividends on Common Shares
  . If a non-resident of Canada were to dispose of our common shares to a Canadian corporation which deals or is deemed to deal on a non-arm’s length basis with the non-resident and that, and immediately after the disposition is connected with us (i.e. holds shares representing more than 10% of the voting power and more than 10% of the market value of all of our shares issued and outstanding), the amount by which the fair market value of any consideration (other than any shares of the purchaser corporation) exceeds the paid-up capital of the common shares sold will be deemed to be taxable as a dividend paid by the purchasing corporation, either immediately or eventually by means of a deduction in computing the paid-up capital of the purchasing corporation, and subject to withholding taxes as described below.

  Under the Tax Act, a gain from the sale of common shares by a non-resident will not be subject to Canadian tax, provided the shareholder (and/or persons who do not deal at arm’s length with the shareholder) has not held a “substantial interest” in us (25% or more of any class of our shares) at any time in the five years preceding the disposition. Generally, the Tax Convention will exempt from Canadian taxation any capital gain realized by a resident of the United States, provided that the value of the common shares is not derived principally from real property situated in Canada.

  Dividend. In the case of any dividends paid to non-residents, we withhold the Canadian tax and remit only the net amount to the shareholder. By virtue of Article X of the Tax Convention, the rate of tax on dividends paid to residents of the United States is generally limited to 15% of the gross dividend (or 5% in the case of certain corporate shareholders owning at least 10% of our voting shares upon ratification of the Protocol amending the treaty. In the absence of the Tax Convention provisions, the rate of Canadian withholding tax imposed on non-residents is 25% of the gross dividend. Share dividends received by non-residents from us are taxable by Canada as ordinary dividends and therefore the withholding tax rates will be applicable.

  Where a holder disposes53

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  Disposition of common shares to us (unless we acquired the common shares in the open market in the manner in which shares would normally be purchased by any member of the public), this will result in a deemed dividend to the U.S. holder equal to the amount by which the consideration we paid exceeds the paid-up capital of such shares. The amount of such dividend will be subject to withholding tax as described above.

  Capital GainsCommon Shares
  . A non-resident of Canada is generally not subject to tax under the ITA in respect of a capital gain realized upon the disposition of a share of a class that is listed on a prescribed stock exchange unless the share represents “taxable Canadian property” to the holder thereof. Our common shares will be taxable Canadian property to a non-resident holder if, at any time during the period of five years immediately preceding the disposition, the non-resident holder, persons with whom the non-resident holder did not deal at arm’s length, or the non-resident holder and persons with whom he/she did not deal at arm’s length owned 25% or more of our issued shares of any class or series. In the case of a nonresidentnon-resident holder to whom our shares represent taxable Canadian property and who is resident of the United States, no Canadian tax will be payable on a capital gain realized on such shares by reason of the Tax Convention unless the value of such shares is derived principally from real property situated in Canada or the non-resident holder previously held the shares while resident in Canada. We believe that the value of our common shares is not derived from real property situated inside Canada.

  If a non-resident of Canada were to dispose of our common shares to a Canadian corporation which deals or is deemed to deal on a non-arm’s length basis with the non-resident and that, immediately after the disposition is connected with us (i.e. holds shares representing more than 10% of the voting power and more than 10% of the market value of all of our shares issued and outstanding), the amount by which the fair market value of any consideration (other than any shares of the purchaser corporation) exceeds the paid-up capital of the common shares sold will be deemed to be taxable as a dividend paid by the purchasing corporation, either immediately or eventually by means of a deduction in computing the paid-up capital of the purchasing corporation, and subject to withholding taxes as described below.

  Where a holder disposes of common shares to us (unless we acquired the common shares in the open market in the manner in which shares would normally be purchased by any member of the public), this will result in a deemed dividend to the U.S. holder equal to the amount by which the consideration we paid exceeds the paid-up capital of such shares. The amount of such dividend will be subject to withholding tax as described above.

  Certain United States Federal Income Tax Consequences
  . The following discussion is a summary of certain U.S. federal income tax consequences that may be relevant with respect to the ownership and disposition of our common shares by a U.S. Holder (as hereinafter defined). This discussion is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulationsRegulations promulgated thereunder, administrative rulings and judicial decisions, in each case as of the date hereof. These authorities are subject to differing interpretations and may be changed, perhaps retroactively, resulting in U.S. federal income tax consequences different from those discussed below. We have not sought any ruling from the U.S. Internal Revenue Service (“IRS”) with respect to the statements made and the conclusions reached in this discussion, and there can be no assurance that the IRS will agree with such statements and conclusions. This discussion applies only to U.S. Holders who hold our common shares as capital assets within the meaning of Section 1221 of the Code. In addition, this summary does not address all U.S. federal income tax considerations that may be applicable to a U.S. Holder’s particular circumstances or to U.S. Holders who may be subject to special tax rules, including, without limitation: tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, partnerships or other entities treated as partnerships for U.S. federal income tax purposes, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, U.S. Holders whose “functional currency” is not the U.S. dollar, persons subject to the alternative minimum tax, persons who hold our common shares as part of a straddle, hedging or conversion transaction, and persons who own, actually or constructively, 10% or more of our common shares.

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  For purposes of this discussion, a “U.S. Holder” means a holder of our common shares who is (i) a citizen or an individual resident of the U.S., (ii) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the U.S., any state thereof or the District of Columbia, (iii) an estate the income of which is subject to.US. federal income taxation regardless of its source, or (iv) a trust if it is subject to the primary supervision of a court within the U.S. and one or more “U.S. persons,” as defined in the Code, have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. This summary does not apply to you if you are not a U.S. Holder.

  This summary applies to you only if you are a U.S. Holder (i) that holds Common Shares as capital assets for tax purposes, and (ii) (a) that is a resident of the United States for purposes of the current Convention between the United States and Canada signed on September 26, 1980 (as amended by the Protocols, the “Treaty”), (b) whose Common Shares are not, for purposes of the Treaty, effectively connected with a permanent establishment in Canada and (c) that otherwise qualifies for the full benefits of the Treaty.

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  In addition, this discussion does not address the U.S. federal income tax consequences to certain categories of U.S. Holders subject to special rules, including U.S. Holders that are (i) banks, financial institutions or insurance companies; (ii) regulated investment companies or real estate investment trusts; (iii) brokers or dealers in securities or currencies or traders in securities that elect to use a mark-to-market method of accounting; (iv) tax-exempt organizations, qualified retirement plans, individual retirement accounts or other tax-deferred accounts; (v) holders that hold Common Shares as part of a hedge, straddle, conversion transaction or a synthetic security or other integrated transaction; (vi) holders that have a “functional currency” other than the United States dollar; (vii) holders that own directly, indirectly or constructively 10 percent or more of the voting power of the Corporation; and (viii) United States expatriates. If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds our common shares, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner should consult its own tax advisors as to the U.S. federal income tax consequences of being a partner in a partnership that holds or disposes of our common shares.

  This discussion addresses only certain aspects of U.S. federal income taxation to U.S. Holders. In addition, this discussion does not address any U.S. federal alternative minimum tax, U.S. federal estate, gift, or other non-income tax; or state, local or non-U.S. tax consequences of the acquisition, ownership and disposition of Common Shares. U.S. Holders should consult their own tax advisors regarding the U.S. federal, state, local, non-U.S. and other tax consequences of the ownership and disposition of our common shares.

  Distributions on Our Common Shares.
  Subject to the discussion below under “Passive Foreign Investment Company,” U.S. Holders receiving dividend distributions (including constructive dividends) with respect to our common shares generally are required to include in gross income for U.S. federal income tax purposes the gross amount of such distributions (without reduction for any Canadian income or other tax withheld from such distributions), equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that we have current or accumulated earnings and profits(as determined for U.S. federal income tax purposes). To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits, it will be treated as a return of capital to the extent of a U.S. Holder’s adjusted tax basis in our common shares and thereafter as capital gain from the sale or exchange of such common shares. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that the full amount of a distribution with respect to the common shares will be treated, and reported by us, as a dividend.

  For taxable years beginning before January 1, 2011, dividendsDividends received by U.S. Holders that are individuals, estates or trusts from a “qualified foreign corporation,” as defined in Section 1(h)(11) of the Code, generally are taxed at the same preferential tax rates applicable to long-term capital gains. A corporation that is a “PFIC,”“passive foreign income company” as defined below under “Passive Foreign Investment Company,” for its taxable year during which it pays a dividend, or for its immediately preceding taxable year, however, is not a “qualified foreign corporation.” We believe we will meet the definition of a PFIC, and dividends received by U.S. Holders that are individuals, estates or trusts generally will be subject to U.S. federal income tax at ordinary income tax rates (and not at the preferential tax rates applicable to long-term capital gains). Dividends paid on our common shares will not be eligible for the dividends received deduction provided to corporations receiving dividends from certain U.S. corporations.

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  In the case of foreign currency (such as Canadian dollars) received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.

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  The maximum rate of withholding tax on dividends paid to you pursuant to the Treaty is 15 percent. You may be required to properly demonstrate to the company and the Canadian tax authorities your entitlement to the reduced rate of withholding under the Treaty.

  Disposition of Our Common Shares.
  Subject to the discussion below under “Passive Foreign Investment Company,” U.S. Holders will recognize gain or loss upon the sale of our common shares equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the U.S. Holder’s tax basis in our common shares. A U.S. Holder’s tax basis in the shares generally will be equal to the amount such U.S. Holder paid for the shares, subject to adjustments. Any gain or loss on disposition of our common shares generally will be U.S. source gain or loss and will be capital gain or loss. If, at the time of the disposition, a U.S. holder is treated as holding the common shares for more than one year, such gain or loss will be a long-term capital gain or loss. Long-term capital gain recognized by a non-corporate U.S. holder is currently subject to taxation at a reduced rate. The deductibility of capital losses is subject to limitations.

  Passive Foreign Investment Company.We
  We believe that we will meet the definition of “passive foreign investment company” (“PFIC”) within the meaning of Sections 1291 through 1298under Section 1297 of the Code. A U.S. Holder whothat holds shares in a non-U.S. corporation during any year in which such corporation is a PFIC is subject to numerous special U.S. federal income tax rules. A non-U.S. corporation is considered to be a PFIC for any taxable year if either:

  • at least 75% of its gross income is passive income (the “income test”), or
  • at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”).

  For purposes of the income test and the asset test, respectively, we will be treated as earning our proportionate share of the income and owning our proportionate share of the assets of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the shares. In addition, for purposes of the income test, passive income does not include any interest, dividends, rents, or royalties received or accrued by us from a “related person” (as defined in Section 954(d)(3) of the Code),certain related persons, to the extent such items are properly allocable to income of such related person that is not passive.

  We must make a separate determination each year as to whether or not we are a PFIC. As a result, our PFIC status may change. In particular, because the total value of our assets for purposes of the asset test will be calculated using the market price of our common shares (assuming that we continue to be a publicly traded corporation for purposes of the PFIC rules), our PFIC status will depend in large part on the market price of our common shares. Accordingly, fluctuations in the market price of our common shares may result in our being a PFIC for any year. If we are a PFIC for any year during which a U.S. Holder holds our common shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds the common shares, absent a special election. For instance, if we cease to be a PFIC, a U.S. Holder may avoid some of the adverse effects of the PFIC regime by making a deemed sale election with respect to ourits common shares pursuant to which such U.S. Holder recognizes gain (which will be taxed under the default PFIC tax rules discussed below) as if such common shares had been sold on the last day of the last taxable year for which we were a PFIC. If we area non-U.S. corporation is a PFIC for any taxable year and any of ourits non-U.S. subsidiaries is also a PFIC, a U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors about the application of the PFIC rules to any of our subsidiaries.

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  If we are a PFIC for any taxable year during which a U.S. Holder holds our common shares, such U.S. Holder will be subject to special tax rules with respect to any “excess distribution” that it receives and any gain it realizes from a sale or other disposition (including a pledge) of the common shares, unless the U.S. Holder makes a “mark-to-market” election, as discussed below. Distributions received by a U.S. Holder in a taxable year that are greater than 125% of the average annual distributions such U.S. Holder received during the shorter of the three preceding taxable years and its holding period for the common shares will be treated as an excess distribution. Under these special tax rules:

  • rules, (a) the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period, for the common shares;

  • (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we became a PFIC will be treated as ordinary income, and

  • (c) the amount allocated to each other taxable year will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. You will be required to file IRS Form 8621 if you hold our Rights or Common Shares in any year in which we are classified as a PFIC.

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  The tax liability for amounts allocated to taxable years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the disposition of the common shares cannot be treated as capital, even if the U.S . Holder holds the common shares as capital assets.capital.

  Alternatively, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election with respect to shares of a PFIC to elect out of the tax treatment discussed above. If a U.S. Holder makes a valid mark-to-market election for the common shares, the U.S. Holder will include in income each year an amount equal to the excess, if any, of the fair market value of the common shares as of the close of its taxable year over its adjusted basis in such common shares. The U.S. Holder is allowed a deduction for the excess, if any, of the adjusted basis of the common shares over their fair market value as of the close of the taxable year. However, deductions are allowable only to the extent of any net mark-to-market gains on the common shares included in the U.S. Holder’s income for prior taxable years. Amounts included in a U.S. Holder’s income under a mark-to-market election, as well as gain on the actual sale or other disposition of the common shares, are treated as ordinary income. Ordinary loss treatment also applies to the deductible portion of any mark-to-market loss on the common shares, as well as to any loss realized on the actual sale or disposition of the common shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such common shares. A U.S. Holder’s basis in the common shares will be adjusted to reflect any such income or loss amounts. If a U.S. Holder makes such an election, the tax rules that ordinarily apply to distributions by corporations that are not PFICs would apply to distributions by us, except that the preferential tax rates applicable to long-term capital gains on dividends received from a “qualified foreign corporation” discussed above under “Distributions on the Common Shares” would not apply.

  Although a U.S. Holder may be eligible to make a mark-to-market election with respect to our common shares, no such election may be made with respect to the stock of any of our non-U.S. subsidiaries that is also a PFIC and that a U.S. Holder is treated as owning, because such stock is not marketable. Hence, the mark-to-market election will not be effective to eliminate the interest charge described above with respect to deemed dispositions of subsidiary PFIC stock or distributions from a subsidiary PFIC.

  The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter on a “qualified exchange,” including the Toronto Stock ExchangeTSX and the NYSE Amex,MKT, or other market, as defined in applicable U.S. Treasury regulations. We expectcannot provide any assurances that our common shares will continue to be listed on each of the Toronto Stock ExchangeTSX and the NYSE AmexMKT on at least 15 days during each calendar quarter and traded in other than de minimis quantities, and, consequently,quantities. You are urged to consult your own tax advisor concerning the availability of the mark-to-market election would be available to U.S. Holders of common shares if we were to be a PFIC.election.

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  If a non-U.S. corporation is a PFIC, a holder of shares in that corporation can avoid taxation under the rules described above by making a “qualified electing fund” election to include the holder’s share of the corporation’s income on a current basis in gross income. However, a U.S. Holder can make a qualified electing fund election with respect to its common shares only if we furnish the U.S. Holder annually with certain tax information, and we do not intend to prepare or provide such information.

  Congress recently enacted the Hiring Incentives to Restore Employment Act (“HIRE”). Under HIRE, U.S. Holders of a PFIC are required to file an annual report containing any information that may be required by the Treasury. While these information requirements have not yet been specified by the Treasury, a U.S. Holder that holds common shares in any year in which we are a PFIC generally will be required to file IRS Form 8621 regarding distributions received on the common shares and any gain realized on the disposition of the common shares.

  U.S. HoldersYou are urged to consult theiryour own tax advisors regardingconcerning the applicationU.S. federal income tax consequences of theholding Common Shares if we are considered a PFIC rules to their investment in our common shares.any taxable year.

  Foreign Tax Credits.
  Subject to certain conditions and limitations, including potential limitations under the United States-Canada treaty,Treaty, Canadian taxes paid on or withheld from distributions from us and not refundable to a U.S. Holder may be, at the election of such U.S. Holder, either credited against such U.S. Holder’s U.S. federal income tax liability or deducted from such U.S. Holder’s taxable income. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’ s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by or withheld from a U.S. Holder that year.

  Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” In addition, this limitation is calculated separately with respect to specific categories of income. Dividends paid by us generally will constitute “foreign source” income and generally will be categorized as “passive category income.”

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  Because the rules governing foreign tax credits are complex, U.S. Holders should consult their own tax advisors regarding the availability of foreign tax credits in their particular circumstances.

  Additional Tax on Passive Income
  For tax years beginning after December 31, 2012, certain individuals, estates and trusts whose income exceeds certain thresholds will be required to pay a 3.8% Medicare surtax on “net investment income” including, among other things, dividends and net gain from dispositions of property (other than property held in a trade or business). U.S. Holders should consult with their own tax advisors regarding the effect, if any, of this tax on their ownership and disposition of Common Shares.

  Information Reporting; Backup Withholding.Withholding Tax
  Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, recently enacted legislation generally imposes new U.S. return disclosure obligations (and related penalties) on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of $50,000. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless their Common Shares are held in an account at a domestic financial institution. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult with their own tax advisors regarding the requirements of filing information returns under these rules, including the requirement to file an IRS Form 8938.

  In general, payments made in the U.S. or through certain U.S. related financial intermediaries with respect to the ownership and disposition of our common shares will be required to be reported to the IRS unless the U.S. Holder is a corporation or other exempt recipient and, when required, demonstrates this fact. In addition, a U.S. Holder may be subject to a backup withholding tax (currently at a rate of 28%) on such payments unless the U.S. Holder (i) is a corporation or other exempt recipient and when required, demonstrates this fact or (ii) provides a taxpayer identification number and otherwise timely complies with applicable certification requirements. U.S. Holders should consult their own tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability and such U.S. Holder may obtain a refund of any excess amounts withheld by filing the appropriate claim for refund with the IRS and furnishing any required information in a timely manner.

  THE UNITED STATESU.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS FOR GENERAL INFORMATION PURPOSES ONLY, DOES NOT PURPORT TO BE A COMPLETE DESCRIPTION OF THE POTENTIAL TAX CONSIDERATIONS RELATING TO OUR COMMON SHARES AND IS NOT TAX ADVICE. U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF OUR COMMON SHARES.

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  F.              Dividends and Paying Agents

  Not Applicable.

  G.              Statement by Experts

  Not Applicable.None of the following companies, partnerships or persons, each being persons or companies who have prepared or supervised the preparation of reports relating to the Corporation’s mineral properties and whose profession or business gives authority to such reports, or partner thereof, as applicable, received or has received a direct or indirect interest in the property of the Corporation or of any associate or affiliate of the Corporation. As of the date hereof, the aforementioned persons and persons at the companies specified above who participated in the preparation of such reports, as a group, beneficially own, directly or indirectly, less than 1 % of our outstanding securities of any class and less than 1% of the outstanding securities of any class of our associates or affiliates, except for David Dreisinger and William Murray, who are both directors of the Corporation:

  • Pierre Desautels, P. Eng., of AGP Mining Consultants Inc.;
  • Gordon Zurowski, P. Eng., of AGP Mining Consultants Inc.;
  • Karl Everett, P. Eng., of Foth Infrastructure & Environment LLC;
  • David Dreisinger, Director of PolyMet Mining Corp.; and
  • William Murray, Director of PolyMet Mining Corp.

  None of such persons, or any director, officer or employee, as applicable of any such companies or partnerships, is currently expected to be elected, appointed or employed as a director, officer or employee of the Corporation or any of our associates or affiliates, except for David Dreisinger and William Murray, who are both directors of the Corporation.

  H.              Documents on Display

  All documents referred to in this Form 20-F are available for inspection at our registered and records office, listed below, during normal office hours.

  Farris LLP
  c/o Farris, Vaughan, Wills & Murphy LLP
  2500 - 700 W Georgia St
  Vancouver BC
  Canada V7Y 1B3
  

  We are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we file reports and other information with the SEC. These materials, including this Annual Report on Form 20-F and its exhibits, may be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional office at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of the materials may be obtained from the Public Reference Room of the Commission at 100 F. Street, N.E., Washington, D.C. 20549 at prescribed rates. The public may obtain information on the operation of the Commission’s Public Reference Room by calling the Commission in the United States at 1-800-SEC-0330.

  Our reports, registration statements and other information can also be inspected on EDGAR available on the SEC’s website atwww.sec.gov.

  In Canada, additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of our securities and securities authorized for issuance under equity compensation plans, is contained in our Management Information Circular for our most recent annual meeting of securityholderssecurity holders that involves the election of directors.

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  Additional financial information is provided in our financial statements and MD&A, copies of which can be obtained by contacting our Corporate Secretary in writing at 390 – 3600 Lysander Lane, Richmond, British Columbia V7B 1C3100 King Street West, Suite 5700, Toronto, Ontario M5X 1C7 or by e-mail atinfo@polymetmining.com. info@polymetmining.com. Copies of such documents will be provided to shareholders free of charge.

  Additional information relating to PolyMet may be found on the System for Electronic Document Analysis and Retrieval (“SEDAR”) atwww.sedar.com.

  I. Subsidiary Information

  Not Applicable

  ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

  We may be subjectCurrency Risk
  The Company incurs expenditures in Canada and in the United States. The functional and reporting currency of the Company and its subsidiary is the US dollar. Foreign exchange risk arises because the amount of Canadian dollar cash and cash equivalents, amounts receivable, or accounts payables and accrued liabilities will vary in US dollar terms due to foreignchanges in exchange rates.

  As the majority of the Company’s expenditures are in US dollars, the Company has kept a significant portion of its cash and cash equivalents in US dollars. The Company has not hedged its exposure to currency fluctuations.

  Based on net exposures as at January 31, 2014, a 10% change in the Canadian / United States exchange rate would have impacted the Company’s loss by approximately $8,100.

  Interest Rate Risk
  Interest rate risk because we hold fundsarises from interest paid on floating rate debt and financial instrumentsinterest received on cash and short-term deposits. The Company has not hedged any of its interest rate risk. The Company currently capitalizes the majority of interest charges, and therefore the risk exposure is primarily on cash interest payable and net earnings in Canadian dollars but report our financial information using the U.S. dollar. If we hold onto funds obtained from financings, currently our only means to obtain funds, in Canadian dollar accounts and the Canadian dollar depreciates in comparisonrelation to the U.S. the fair valuesubsequent depreciation of our funds will decrease and will be reported on our financial statements at this depressed conversion rate. If the Canadian dollar appreciates as compared to the U.S. dollar, however, fair value of any financial instruments or funds held will increase and be reported on our financial statements based on this favorable conversion rate. Our current exposure, however, is not sufficient to have a material effect on our results of operations and financial condition.

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  Moreover, we periodically access the capital markets with the issuance of new common shares to fund operating expenses, and we do not maintain significant cash reserves over periods of time that could be materially affected by fluctuations incapitalized interest rates or foreign exchange rates.charges.

  ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

  Not Applicable.

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  PART II

  ITEM 13. DEFAULT, DIVIDEND ARREARAGES AND DELINQUENCIES

  None.

  ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHT OF SECURITY HOLDERS AND USE OFPROCEEDS

  Shareholder Rights Plan

  The Shareholder Rights Plan is designed to ensure that all shareholders receive equal treatment and to maximize shareholder values in the event of a take-over bid or other acquisition that could lead to a change in control of the Company. It is not intended to deter take-over bids. The Shareholder Rights Plan is intended to provide time for shareholders to properly assess any take-over bid and to provide non-abstaining members of the Board of Directors with sufficient time to explore and develop alternatives for maximizing shareholder value, including, if considered appropriate, identifying and locating other potential bidders.

  Effective May 25, 2007, weDecember 4, 2003, the Company adopted an updatedthe Shareholder Rights Plan (“Rights Plan”), which was approved by our shareholders’ on June 27, 2007, modified by ourthe Company’s shareholders on June 17, 2008,May 28, 2004, modified and reapprovedfurther ratified and reconfirmed by ourthe Company’s shareholders most recently on July 13, 2011.9, 2013. Under the Rights Plan, we havethe Company has issued one right (a "Right") for no consideration in respect of each outstanding common share held by the shareholder of the Company to all holders of record of common shares on December 4, 2003. All common shares subsequently issued by the Company during the term of the Rights Plan will have one right represented for each common share held by the shareholder of the Company. The term of the Rights Plan is 10 years, unless the rights are earlier redeemed or exchanged. expires if not reapproved at every third annual shareholder meeting.

  The Rights issued under the Rights Plan become exercisable only if a party acquires 20% or more of ourthe Company's common shares without complying with the Rights Plan or without the approval of ournon-abstaining Board of Directors.

  Each Right entitles the registered holder thereof to purchase from the Company on the occurrence of certain events, one common share of the Company at the price of CDN$5043.06 per share, subject to adjustment which was triggered upon close of the Rights Offering (the “Exercise Price”). However, if a Flip-in Event (as defined in the Rights Plan) occurs, each Right would then entitle the registered holder to receive, upon payment of the Exercise Price,purchase that number of common shares that havehaving a market value at the date of that occurrencethe Flip-in Event equal to twice the Exercise Price. The Rights are not exercisable untilPrice upon payment of the Separation Time as defined in the Rights Plan.Exercise Price.

  The Amended and Restated Shareholder Rights Plan has previously been filedis included as Exhibit 14.1.4.3.

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  ITEM 15. CONTROLS AND PROCEDURES

  A. Evaluation of Disclosure Controls and Procedures

  AsThe Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13(a)-15(e) and 15(d)-15(e) under the "Exchange Act" as of the end of the period covered by this Annual Report, anannual report (the "Evaluation Date"). Based on such evaluation, was performed under the supervision and with the participation of our management, including the chief executive officer and chief financial officer,such officers have concluded that, as of the effectiveness ofEvaluation Date, the design and operation of ourCompany's disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act). Based on that evaluation, our management, including the chief executive officer and chief financial officer, concluded that at January 31, 2012 the Company’sare effective. Such disclosure controls and procedures were effective in providing reasonable assuranceare designed to ensure that materialthe information required to be disclosed by usthe Company in the reports that we fileit files or submitsubmits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’sapplicable rules and forms. In reaching this conclusion,forms, and includes controls and procedures designed to ensure information relating to the Company recognizes two factors that mustrequired to be included in our reports filed or submitted under the Exchange Act is accumulated and are present:communicated to the Company’s management to allow timely decision regarding disclosure.

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  	a)	the Company is dependent upon its advisors and consultants (primarily legal counsel) to assist in recognizing, interpreting and understanding and complying with disclosure requirements of the various securities regulators, and
  	b)	an active board of directors and management with open lines of communication.

  B. Management's Annual Report on Internal Control over Financial Reporting

  Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Consolidated Financial Statements for external reporting purposes in accordance with IFRS.IFRS as issued by IASB.

  Internal control over financial reporting, no matter how well designed, has inherent limitations. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

  Management has assessed the effectiveness of our internal control over financial reporting as at January 31, 2012.2014. In making its assessment, management has used the criteria established inInternal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) to evaluate our internal control over financial reporting.

  Based on its assessment, management believeshas concluded that, as ofat January 31, 2012,2014, our internal control over financial reporting is effective.

  C. Attestation Report of the Registered Public Accounting Firm

  The attestation reporteffectiveness of PricewaterhouseCoopers, LLP with respect to the Company’sCompany's internal control over financial reporting is filed with Item 18as of this Annual Report.January 31, 2014, has been audited by PricewaterhouseCoopers LLP, independent auditors, as stated in their report which appears herein.

  D. Changes in Internal Controls

  The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

  During the quarter ended October 31, 2010 the Company experienced difficulties moving to a new accounting and financial reporting system. These difficulties were primarily in the input and review of transactions and in particular concerned the accurate recording of foreign exchange and intercompany transactions. Termination of an outsource accounting service provider and use of non-accounting personnel to undertake accounting duties exacerbated the problems.

  Management undertook a rigorous process to ensure that all transactions were recorded completely and accurately in the accounting records. As a result of these difficulties and this review process, the Company was unable to meet its filing deadline to provide consolidated financial statements, management’s discussion and analysis and CEO and CFO certifications for its quarter ended October 31, 2010.

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  Management recognized the need to implement changes to the Company’s internal control over financial reporting relating to the input and review of all transactions, including foreign exchange and intercompany transactions. Since filing the third quarter interim financials, Management has been implementing changes to the Company’s internal control over financial reporting including strengthening the segregation of duties, reallocating responsibilities, strengthening the financial reporting team, and is in the final stage of engaging independent advice in connection with complex accounting issues and tax.

  Implementation of the changes was not sufficiently complete during preparation of year-end financial statements and, as a consequence, the Company was unable to meet its filing deadline to provide consolidated financial statements, management’s discussion and analysis and CEO and CFO certifications for its year ended January 31, 2011.

  Management believes that the full implementation of the changes described above ensures timely provision of future financial information to the Company's shareholders, in accordance with the filing deadlines established by regulators.

  Aside from the completion of the implementation of the changes noted above and the retention of a consultant to assist with the transition from CGAAP to IFRS, thereThere have been no other changes in the Company’s internal control over financial reporting during the year ended January 31, 2012period covered by this annual report that have materially affected, or areis reasonably likely to material affect, itsthe Company’s internal control over financial reporting.

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  ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

  AsThe Company's Board of January 31, 2012, theDirectors has determined that there is at least one audit committee consistedfinancial expert, as defined under Item 16A of four directors. All four members of the Audit Committee,Form 20-F, serving on its audit committee, namely, W. Ian L. Forrest, Stephen Rowland, Frank L. Sims, and Michael M. Sill meetwhose qualifications are set out in Item 6, above. Mr. Forrest is independent, as such term is defined by the criteria of an “Audit Committee Financial Expert” under the applicable rules and regulationslisting standards of the SEC, and each of their designation as an “Audit Committee Financial Expert” has been ratified by the Board.NYSE MKT. All fourother members of the Audit Committee are “independent,”also independent as that term is defined inby the New York Stock Exchange Amexlisting standards.listing standards of the NYSE MKT.

  ITEM 16B. CODE OF ETHICS

  We have adopted a Code of Ethics, effective April 5, 2006, which applies to all our employees, including our directors and executive officers, including our principal executive, financial and accounting officers, and persons performing similar functions. The Code of Ethics covers areas of professional and business conduct, and is intended to promote honest and ethical behavior, including fair dealing and the ethical handling of conflicts of interest, support full, fair, accurate, and timely disclosure in reports and documents we file with, or submit to, the SEC and other governmental authorities, and in its other public communications; deter wrongdoing; encourage compliance with applicable laws, rules, and regulations; and to ensure the protection of our legitimate business interests. We also encourage our directors, officers, employees and consultants to promptly report any violations of the Code of Ethics.

  The Code has previously been filedof Ethics is included as Exhibit 11.1.

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  ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

  The following outlines the expenditures for accounting fees billed and paid for the last two fiscal periods ended:

  Financial Year Ending	Audit Fees	Audit Related Fees1	Tax Fees2	All Other Fees
  January 31, 20122014	CDN $340,000$185,000	CDN $93,000$85,500	CDN $19,900$22,300	CDN $Nil
  January 31, 20112013	CDN $225,000$249,000	CDN $111,000$98,400	CDN $14,400$18,000	CDN $Nil

  
  

  	1	Audit Related Fees are the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit and are not reported under Audit Fees. "Audit Fees" are the aggregate fees billed by PricewaterhouseCoopers LLP for the audit of the Company's consolidated annual financial statements. "Audit-Related Fees" are fees billed by PricewaterhouseCoopers LLP for services reasonably related to the performance of the audit or interim review and services associated with registration statements and prospectuses. "Tax Fees" are fees for professional services rendered by PricewaterhouseCoopers LLP for tax compliance, tax advice on actual or contemplated transactions.
  	2	Tax fees consist of fees to prepare the Company’s annual tax filings.

  Pre-Approval Policies and Procedures

  All of the fees paid to our auditors, PricewaterhouseCoopers LLP, were pre-approved by our Audit Committee. This pre-approval involved a submission by our auditors to our Audit Committee of a scope of work to complete the audit and prepare tax returns, an estimate of the time involved, and a proposal for the fees to be charged for the audit. The Audit Committee reviewed this proposal with our management and after discussion with our auditors, pre-approved the scope of work and fees.

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  ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

  Not applicable.

  ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS

  Not applicable.

  ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

  Not applicable.

  ITEM 16G. CORPORATE GOVERNANCE

  Our corporate governance practices do not differ in any significant way from those followed by U.S. domestic companies listed on the NYSE Amex.MKT.

  ITEM 16H. MINE SAFETY DISCLOSURE

  There were no incidents reportable underPolyMet is required to report certain mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, related to section 104 of the Federal Mine Safety and Health Act of 1977.that required information is included in Exhibit 16.1.

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  PART III

  ITEM 17. FINANCIAL STATEMENTS

  Not applicable.

  ITEM 18. FINANCIAL STATEMENTS

  Our financial statements are stated in United States Dollarsdollars ($) and are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), effective with the Company’s transition to IFRS on February 1, 2011. Previously, the Company’s consolidated financial statements were prepared in accordance with CGAAP. Material measurement differences between CGAAP and accounting principles in the United States, applicable to the Company, were described in the Company’s previous consolidated financial statements..

  Index to Financial Statements

  Description		Page
  Management’s Responsibility for the Financial StatementsManagement Report		F-1
  Independent Auditor'sAuditor’s Report	F-3	F-2
  Consolidated Balance SheetSheets		F-5
  Consolidated Statements of Loss and Comprehensive Loss		F-6
  Consolidated Statements of Changes in Shareholders’ Equity		F-7
  Consolidated Statements of Cash Flows		F-8
  Notes to Consolidated Financial Statements		F-9

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  POLYMET MINING CORP.

  CONSOLIDATED FINANCIAL STATEMENTS

  January 31, 2012, January 31, 2011 and February 1, 2010

  U.S. Funds

  Suite 390 – 3600 Lysander Place, Richmond, British Columbia, Canada, V7B 1C3

  E-MAIL:info@polymetmining.com OR VISIT OUR WEBSITE AT: www.polymetmining.com

  ---

  
   POLYMET MINING CORP.

  
  CONSOLIDATED FINANCIAL STATEMENTS

  As at January 31, 2014 and 2013
  And for the years ended January 31, 2014, 2013, and 2012

  ---

  
  
  

  Management Report

  Management’s Responsibility for Consolidated Financial Statements

  The accompanying Consolidated Financial Statements of PolyMet Mining Corp. (the “Company) are the responsibility of management. The Consolidated Financial Statements have been prepared by management in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and include certain estimates that reflect management’s best judgments.

  The Company’s Board of Directors has approved the information contained in the Consolidated Financial Statements. The Board of Directors fulfills its responsibilities regarding the Consolidated Financial Statements mainly through its Audit Committee, which has a written mandate that complies with current requirements of Canadian securities legislation, United States securities legislation, and the United States Sarbanes-Oxley Act of 2002. The Audit Committee meets at least on a quarterly basis.

  Management’s Annual Report on Internal Control over Financial Reporting

  Management is also responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Consolidated Financial Statements for external reporting purposes in accordance with IFRS.IFRS as issued by the IASB.

  Internal control over financial reporting, no matter how well designed, has inherent limitations. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

  Management has assessed the effectiveness of the Company’s internal control over financial reporting as at January 31, 2012.2014. In making its assessment, management has used the criteria established inInternal Control - Integrated Framework (1992)issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) to evaluate the Company’s internal control over financial reporting. Based on this assessment, management has concluded that the Company’s internal control over financial reporting was effective as at that date.

  The effectiveness of the Company’s internal control over financial reporting as at January 31, 20122014 has been audited by PricewaterhouseCoopers LLP, our independent auditors, as stated in their report, which appears herein.

  “Joseph Scipioni”/S/ Jonathan Cherry(signed)		“/S/ Douglas Newby”Newby(signed)
  Joseph ScipioniJonathan Cherry		Douglas Newby
  President and Chief Executive Officer		Chief Financial Officer

  F-1

  
  

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  April 25, 2014

  Independent Auditor’s Report

  To the Shareholders of PolyMet Mining Corp.

  
  We have completed an integrated auditaudits of PolyMet Mining Corp.’s (the “Company”)2014, 2013 and 2012 consolidated financial statements and its internal control over financial reporting as at January 31, 2012 and an audit of its January 31, 2011 consolidated financial statements.2014. Our opinions, based on our audits are presented below.

  Report on the consolidated financial statements

  
  We have audited the accompanying consolidated financial statements of the Company,PolyMet Mining Corp., which comprise the consolidated balance sheets as at January 31, 2012, January 31, 20112014 and February 1, 20102013 and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended January 31, 2012 and January 31, 2011,2014, and the related notes, which comprise a summary of significant accounting policies and other explanatory information.

  Management’s responsibility for the consolidated financial statements
  Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

  Auditor’s responsibility
  Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards (“CAS”) and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform anthe audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. CASCanadian generally accepted auditing standards also require that we comply with ethical requirements.

  An audit involves performing procedures to obtain audit evidence, on a test basis, about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’scompany’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting principles and policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

  PricewaterhouseCoopers LLP, Chartered Accountants

  PricewaterhouseCoopers Place, Suite 700, 250 Howe Street, Vancouver, British Columbia, Canada V6C 3S7

  T: +1 604 806 7000, F: +1 604 806 7806, www.pwc.com/ca

  “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership, which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.

  F-2
  

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  We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

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  Opinion
  In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of PolyMet Mining Corp. as at January 31, 2012, January 31, 20112014 and February 1, 20102013 and its financial performance and its cash flows for each of the years in the three-year period ended January 31, 2012 and January 31, 20112014 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

  Report on internal control over financial reporting

  
  We have also audited PolyMet Mining Corp.’s internal control over financial reporting as at January 31, 2012,2014 based on criteria established in Internal Control - Integrated Framework (1992), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

  Management’s responsibility for internal control over financial reporting
  Management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial ReportingReporting.

  Auditor’s responsibility
  Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

  An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control, based on the assessed risk, and performing such other procedures as we consider necessary in the circumstances.

  We believe that our audit provides a reasonable basis for our audit opinion on the Company’scompany’s internal control over financial reporting.

  Definition of internal control over financial reporting
  A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

  F-3

  ---

  
  

  Inherent limitations
  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

  Opinion
  In our opinion, PolyMet Mining Corp. maintained, in all material respects, effective internal control over financial reporting as at January 31, 2012,2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by COSO.

  

  
  (signed) PricewaterhouseCoopers LLP

  Chartered Accountants

  
  Vancouver, British Columbia
  April 30, 2012

  F-4

  ---

  PolyMet Mining Corp.
  (a development stage company)
  Consolidated Balance Sheets
  All figures in Thousands of U.S. Dollars

  		January			January 31,			February 1,
  		31, 2012			2011			2010
  ASSETS
  Current
  Cash and equivalents	$	17,478		$	10,361		$	21,282
  Trade and other receivables		440			318			88
  Investment(Note 17)		30			66			140
  Prepaid expenses		934			636			512
  Assets held for sale(Notes 6 and 16c))		-			3,420			-
  		18,882			14,801			22,022
  Deferred Financing Costs		-			-			1,794
  Mineral Property, Plant and Equipment(Notes 5 and 6)		170,689			141,935			125,876
  	$	189,571		$	156,736		$	149,692
  LIABILITIES
  Current
  Trade payables and accrued liabilities	$	1,679		$	2,444		$	2,953
  Current portion of long term debt(Note 7)		-			6,750			2,000
  Current portion of environmental rehabilitation provision(Note 8)		828			1,408			756
  		2,507			10,602			5,709
  Long term
  Long term debt(Note 7)		3,672			1,775			8,529
  Convertible debt(Note 9)		29,018			27,631			24,866
  Environmental rehabilitation provision(Note 8)		22,008			14,311			12,943
  Total Liabilities		57,205			54,319			52,047
  SHAREHOLDERS’ EQUITY
  Share Capital-(Note 10)		168,434			142,373			132,066
  Share Premium- (Note 10)		2,132			875			-
  Equity Reserves		43,590			37,914			37,662
  Deficit		(81,790	)		(78,745	)		(72,083	)
  		132,366			102,417			97,645
  Total Liabilities and Shareholders’ Equity	$	189,571		$	156,736		$	149,692
  General Information(Note 1)
  Commitments and Contingencies(Notes 6, 8, 10, 16 and 19)
  Subsequent events(Note 10b) and 19)

  		January 31,			January 31,
  		2014			2013
  ASSETS
  Current
  Cash and cash equivalents	$	32,790		$	8,088
  Amounts receivable		1,420			830
  Investment		-			17
  Prepaid expenses		1,195			771
  		35,405			9,706
  Non-Current
  Mineral Property, Plant and Equipment(Notes 3 and 4)		246,028			220,429
  Wetland Credit Intangible(Note 5)		6,092			5,992
  Total Assets	$	287,525		$	236,127
  LIABILITIES
  Current
  Accounts payable and accrued liabilities	$	3,806		$	5,269
  Convertible debt(Note 9)		31,967			-
  Environmental rehabilitation provision(Note 6)		1,504			1,808
  		37,277			7,077
  Non-Current
  Long term debt(Note 7)		4,276			3,950
  Convertible debt(Note 9)		-			30,508
  Environmental rehabilitation provision(Note 6)		49,640			51,680
  Total Liabilities		91,193			93,215
  SHAREHOLDERS’ EQUITY
  Share Capital(Note 10)		240,330			181,215
  Share Premium(Notes 8 and 10)		3,007			3,007
  Equity Reserves		49,543			47,106
  Deficit		(96,548	)		(88,416	)
  Total Shareholders’ Equity		196,332			142,912
  Total Liabilities and Shareholders’ Equity	$	287,525		$	236,127
  Nature of Business and Liquidity(Note 1)
  Commitments and Contingencies(Notes 3, 5, 6, 7, 8, 9, 10, and 15)
  Subsequent Events(Note 17)

  ON BEHALF OF THE BOARD:BOARD OF DIRECTORS:

  “William Murray”                      /S/ Jonathan Cherry	, Director
  “David Dreisinger”                   /S/ William Murray	, Director

  - See Accompanying Notes –

  F-5

  ---

  PolyMet Mining Corp.
  (a development stage company)
  Consolidated Statements of Loss and Comprehensive Loss
  For the years ended January 31
  All figures in Thousands of U.S. Dollars, except per share amounts

  		January			January 31,			For the years ended January 31,
  		31, 2012			2011			2014			2013			2012
  General and Administrative
  Salaries and benefits							$	1,379		$	1,394		$	664
  Share-based compensation(Note 10)								1,697			2,255			625
  Director fees and expenses								293			290			248
  Consulting fees								28			81			31
  Professional fees								398			374			740
  Filing and regulatory fees								81			281			99
  Shareholder, investor, and public relations								2,075			571			385
  Travel								295			305			226
  Rent and other office expenses								225			180			171
  Insurance								157			139			149
  Amortization	$	31		$	31			26			38			31
  Consulting fees		31			36
  Directors’ fees and expenses		248			-
  Exploration		-			193
  Investor relations		17			118
  Office and corporate wages		984			1,196
  Professional fees		740			365
  Shareholders’ information		368			330
  Share-based compensation(Notes 10b) and c))		625			(119	)
  Transfer agent and filing fees		99			99
  Travel		226			267
  		3,369			2,516			6,654			5,908			3,369
  Other Expenses (Income)
  Financing costs write-off		-			1,830
  Finance income and costs(Note 11)		351			499
  Finance costs(Note 11)								1,465			821			351
  Loss (gain) on foreign exchange		104			(46	)		18			(44	)		104
  Loss (gain) on asset held for sale		(72	)		520
  Loss on refinancing of convertible debt(Note 9)		-			2,931
  Gain on asset held for sale(Note 4)								-			-			(72	)
  Loss on sale of investment								48			-			-
  Rental income		(50	)		(198	)		(53	)		(59	)		(50	)
  		333			5,536			1,478			718			333
  Loss for the year before tax		3,702			8,052			8,132			6,626			3,702
  Deferred income tax recovery(Note 10e))		(657	)		(1,390	)
  Income tax recovery								-			-			(657	)
  Loss for the year		3,045			6,662			8,132			6,626			3,045
  Other Comprehensive Loss
  Unrealized gain (loss) on investment		(36	)		(77	)
  Components of other comprehensive income that are reclassified to profit or loss:
  Unrealized loss (gain) on investment								(7	)		13			36
  Reclassification adjustment on sale of investment								(48	)		-			-
  Total Comprehensive Loss for the year		3,081			6,739		$	8,077		$	6,639		$	3,081
  Basic and Diluted Loss per Share	$	(0.02	)	$	(0.04	)	$	(0.04	)	$	(0.04	)	$	(0.02	)
  Weighted Average Number of Shares		160,358,498			149,444,955			236,303,304			178,949,306			160,358,498

  - See Accompanying Notes -

  F-6

  ---

  PolyMetMining Corp.
  (adevelopment stagecompany)
  Consolidated Statements of Changes in Shareholder Equity(a developmentstagecompany)
  For the years endedJanuary 31ConsolidatedStatements of Changesin Shareholders’ Equity
  All figures inThousands of U.S.Dollars, except forShares

  		Share Capital(Notes 9 & 10)															Equity Reserves
  																				Accumulated
  								Paid-in									Warrants and			Other			Total
  		Authorized			Issued			Share			Share						Share-based			Comprehensive			Equity
  		Shares			Shares			Capital			Premium			Total			Payment			Loss			Reserves			Deficit			Total
  Balance at January 31, 2011		Unlimited			154,825,791		$	142,373		$	875		$	143,248		$	37,920		$	(6	)	$	37,914		$	(78,745	)	$	102,417
  Loss and comprehensive loss for the year		-			-			-			-			-			-			(36	)		(36	)		(3,045	)		(3,081	)
  Shares and warrants issued:														-									-						-
  Equity offering and issuance costs (Notes 9 and 10a		-			13,333,333			15,162			4,667			19,829			-			-			-			-			19,829
  Equity offering and issuance costs (Notes 9 and 10a		-			5,000,000			9,103			875			9,978			-			-			-			-			9,978
  Exercise of options		-			1,185,000			902			-			902			-			-			-			-			902
  Fair value of share options exercised		-			-			663			-			663			(663	)		-			(663	)		-			-
  Restricted share units in trust (Note 10c))		-			259,000			-			-			-			-			-			-			-			-
  For options on land purchases		-			135,000			231			-			231			-			-			-			-			231
  Refinancing of convertible debt (Note 9)		-			-			-			(4,285	)		(4,285	)		4,285			-			4,285			-			-
  Long-term debt - warrants (Note 7)		-			-			-			-			-			550			-			550			-			550
  Milestone 4 Bonus Share cost amortization (Note 16)		-			-			-			-			-			1,235			-			1,235			-			1,235
  Deferred income tax recovery (Note 10e))		-			-			-			-			-			(657	)		-			(657	)		-			(657	)
  Share-based compensation (Note 10c))		-			-			-			-			-			962			-			962			-			962
  Balance - January 31, 2012		Unlimited			174,738,124		$	168,434		$	2,132		$	170,566		$	43,632		$	(42	)	$	43,590		$	(81,790	)	$	132,366

  
  

  		Share Capital(Notes 9 & 10)															Equity Reserves
  																				Accumulated
  								Paid-in									Warrants and			Other			Total
  		Authorized			Issued			Share			Share						Share-based			Comprehensive			Equity
  		Shares			Shares			Capital			Premium			Total			Payment			Loss			Reserves			Deficit			Total
  Balance at January 31, 2010		Unlimited			148,980,791		$	132,066		$	-		$	132,066		$	37,591		$	71		$	37,662		$	(72,083	)	$	97,645
  Loss and comprehensive loss for the year		-			-			-			-			-			-			(77	)		(77	)		(6,662	)		(6,739	)
  Shares and warrants issued:														-									-			-			-
  Equity offering and issuance costs (Notes 9 and 10a		-			5,000,000			9,019			875			9,894			-			-			-			-			9,894
  Exercise of options		-			845,000			808			-			808			-			-			-			-			808
  Fair value of share options exercised		-			-			480			-			480			(480	)		-			(480	)		-			-
  Refinancing of convertible debt (Note 9)		-			-			-			-			-			2,225			-			2,225			-			2,225
  Milestone 4 Bonus Share cost amortization (Note 16)		-			-			-			-			-			(89	)		-			(89	)		-			(89	)
  Deferred income tax recovery (Note 10e))		-			-			-			-			-			(1,390	)		-			(1,390	)		-			(1,390	)
  Share-based compensation (Note 10c))		-			-			-			-			-			63			-			63			-			63
  Balance - January 31, 2011		Unlimited			154,825,791		$	142,373		$	875		$	143,248		$	37,920		$	(6	)	$	37,914		$	(78,745	)	$	102,417

  		Share Capital (authorized = unlimited)									Equity Reserves
  					Paid-in						Warrants and			Accumulated			Total						Total
  		Issued			Share			Share			Share-based			Other			Equity						Shareholders'
  		Shares			Capital			Premium			Payments			Comp Loss			Reserves			Deficit			Equity
  Balance - February 1, 2011		154,825,791		$	142,373		$	875		$	37,920		$	(6	)	$	37,914		$	(78,745	)	$	102,417
  Loss and comprehensive loss for the period		-			-			-			-			(36	)		(36	)		(3,045	)		(3,081	)
  Equity offering and issuance costs (Note 9 & 10)		13,333,333			15,162			4,667			-			-			-			-			19,829
  Equity offering and issuance costs (Note 9 & 10)		5,000,000			9,103			875			-			-			-			-			9,978
  Exercise of options		1,185,000			902			-			-			-			-			-			902
  Fair value transfer on exercised options		-			663			-			(663	)		-			(663	)		-			-
  Restricted shares held in trust		259,000			-			-			-			-			-			-			-
  Land purchase options		135,000			231			-			-			-			-			-			231
  Refinancing of convertible debt		-			-			(4,285	)		4,285			-			4,285			-			-
  Issuance of convertible debt warrants		-			-			-			550			-			550			-			550
  Income tax recovery on warrant expiration		-			-			-			(657	)		-			(657	)		-			(657	)
  Share-based compensation		-			-			-			962			-			962			-			962
  Bonus Share cost amortization		-			-			-			1,235			-			1,235			-			1,235
  Balance - January 31, 2012		174,738,124		$	168,434		$	2,132		$	43,632		$	(42	)	$	43,590		$	(81,790	)	$	132,366
  Loss and comprehensive loss for the period		-			-			-			-			(13	)		(13	)		(6,626	)		(6,639	)
  Equity offering and issuance costs (Note 9 & 10)		5,000,000			9,107			875			-			-			-			-			9,982
  Exercise of options (Note 10)		185,000			148			-			-			-			-			-			148
  Fair value transfer on exercised options (Note 10)		-			62			-			(62	)		-			(62	)		-			-
  Purchase of wetland credit intangibles (Note 5)		2,788,902			3,375			-			525			-			525			-			3,900
  Restricted shares held in trust (Note 10)		450,882			-			-			-			-			-			-			-
  Land purchase options		87,174			89			-			-			-			-			-			89
  Share option modification (Note 10)		-			-			-			795			-			795			-			795
  Share-based compensation (Note 10)		-			-			-			1,884			-			1,884			-			1,884
  Bonus Share cost amortization (Note 10)		-			-			-			387			-			387			-			387
  Balance - January 31, 2013		183,250,082		$	181,215		$	3,007		$	47,161		$	(55	)	$	47,106		$	(88,416	)	$	142,912
  Loss and comprehensive loss for the period		-			-			-			-			55			55			(8,132	)		(8,077	)
  Rights offering and issuance costs (Note 9 & 10)		91,636,202			58,372			-			-			-			-			-			58,372
  Land purchase options		140,123			125			-			-			-			-			-			125
  Fair value transfer on restricted share vesting (Note 10)		-			80			-			(80	)		-			(80	)		-			-
  Share-based compensation (Note 10)		548,985			538			-			1,773			-			1,773			-			2,311
  Bonus Share cost amortization (Note 10)		-			-			-			689			-			689			-			689
  Balance - January 31, 2014		275,575,392		$	240,330		$	3,007		$	49,543		$	-		$	49,543		$	(96,548	)	$	196,332

  - See Accompanying Notes -

  F-7

  ---

  PolyMet Mining Corp.
  (a development stage company)
  Consolidated Statements of Cash Flows
  For the years ended January 31
  All figures in Thousands of U.S. Dollars

  		2012			2011
  Operating Activities
  Loss for the year	$	(3,045	)	$	(6,662	)
  Items not involving cash
  Amortization		31			31
  Finance costs(Note 11)		350			480
  Financing costs write-off		-			1,830
  Deferred income tax recovery(Note 10e))		(657	)		(1,390	)
  Loss (gain) on asset held for sale		(72	)		520
  Loss on refinancing of convertible debt(Note 9)		-			2,931
  Share-based compensation		625			(119	)
  Changes in non-cash working capital items
  Trade and other receivables		(122	)		(230	)
  Prepaid expenses		(298	)		(124	)
  Trade payables and accrued liabilities		233			(335	)
  Net cash used in operating activities		(2,955	)		(3,068	)
  Financing Activities
  Share capital - for cash(Note 10a))		30,709			10,702
  Deferred financing costs		-			(36	)
  Long-term debt funding(Note 7)		4,000			-
  Long-term debt repayment(Note 7)		(8,500	)		(2,000	)
  Net cash provided by financing activities		26,209			8,666
  Investing Activities
  Purchase of mineral property, plant and equipment		(19,629	)		(16,519	)
  Sale of asset held for sale		3,942			-
  Net cash used in investing activities		(16,137	)		(16,519	)
  Net Increase (decrease) in Cash and Cash Equivalents		7,117			(10,921	)
  Cash and Cash Equivalents - Beginning of year		10,361			21,282
  Cash and Cash Equivalents - End of year	$	17,478		$	10,361

  		For the years ended January 31,
  		2014			2013			2012
  Operating Activities
  Loss for the year	$	(8,132	)	$	(6,626	)	$	(3,045	)
  Items not involving cash
  Amortization		26			38			31
  Accretion of environmental rehabilitation provision(Note 6)		1,521			792			350
  Share-based compensation(Note 10)		1,697			2,255			625
  Income tax recovery		-			-			(657	)
  Unrealized foreign exchange loss		10			-			-
  Loss on sale of investment		48			-			-
  Gain on asset held for sale(Note 4)		-			-			(72	)
  Changes in non-cash working capital
  Amounts receivable		(590	)		(390	)		(122	)
  Prepaid expenses		(424	)		163			(298	)
  Accounts payable and accrued liabilities		(2,190	)		2,652			233
  Net cash used in operating activities		(8,034	)		(1,116	)		(2,955	)
  Financing Activities
  Proceeds from share issuance, net of costs(Note 10)		58,372			10,130			30,709
  Debenture funding(Note 7 & 8)		20,000			-			4,000
  Debenture repayment(Note 7 & 8)		(20,000	)		-			(8,500	)
  Net cash provided by financing activities		58,372			10,130			26,209
  Investing Activities
  Purchase of property, plant and equipment(Note 4)		(25,224	)		(16,312	)		(19,629	)
  Capitalized interest and fees paid(Note 8)		(100	)		-			-
  Purchase of Wetland Credit Intangible(Note 5)		-			(2,092	)		-
  Proceeds from sale of investment		24			-			-
  Proceeds from sale of asset held for sale(Note 4)		-			-			3,492
  Net cash used in investing activities		(25,626	)		(18,404	)		(16,137	)
  Net Increase (Decrease) in Cash and Cash Equivalents		24,712			(9,390	)		7,117
  Effect of foreign exchange on Cash and Cash Equivalents		(10	)		-			-
  Cash and Cash Equivalents - Beginning of year		8,088			17,478			10,361
  Cash and Cash Equivalents - End of year	$	32,790		$	8,088		$	17,478

  Supplemental Disclosure with Respect to Statement of Cash Flows –(Note 1212)

  - See Accompanying Notes -

  F-8

  ---

  
  

  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  1.	General InformationNature of Business and Liquidity
  	PolyMet Mining Corp. (the(“PolyMet” or the “Company”) was incorporated in British Columbia, Canada on March 4, 1981 under the name Fleck Resources Ltd. The Company changed its name from Fleck Resources to PolyMet Mining Corp. on June 10, 1998. The Company is engaged in the exploration and development, when warranted, of natural resource properties. The Company’s primary mineral property is the NorthMet Project (“NorthMet” or “Project”), a polymetallic project in northeastern Minnesota, USA.USA which comprises the NorthMet copper-nickel-precious metals ore body and the Erie Plant, a large processing facility located approximately six miles from the ore body. The realization of the Company’s investment in the NorthMet Project and other assets is dependent upon various factors, including the existence of economically recoverable mineral reserves, the ability to complete the environmental review and obtain permits necessary to construct and operate NorthMet, the ability to obtain financing necessary financing to complete the exploration and development of the NorthMet, Project,and future profitable operations or alternatively, upon disposal of the investment on an advantageous basis.
  	On September 25, 2006, the Company received the results of a Definitive Feasibility Study prepared by Bateman Engineering (Pty) Ltd. (“Bateman”) that confirmed the economicPty Ltd and technical viability of the NorthMet Project (the "Project") and, as such, the Project moved from the exploration stage to the development stage. An updated Technical Report under NI 43-101 was filed in January 2013.
  	The head office of the Company is located at 6500 County Road 666, Hoyt Lakes, Minnesota, United States of America, 55750, The principalcorporate address and records office of the Company are located at 100 King Street West, Suite 390 – 3600 Lysander Place, Richmond, British Columbia,5700, Toronto, Ontario, Canada V7B 1C3M5X 1C7, and 700 West Georgia, 25thFloor, Vancouver, B.C.,British Columbia, Canada, V7Y 1B3, respectively. The executive office of Poly Met Mining, Inc. (“PolyMet US”), the Company’s wholly-owned subsidiary, is located at 444 Cedar Street, Suite 2060, St. Paul, Minnesota, United States of America, 55101.
  	Liquidity risk is the risk the Company will not be able to meet its financial obligations as they become due and arises through the excess of financial obligations over available financial assets due at any point in time. As at January 31, 2014, PolyMet had cash of $32.790 million and working capital deficiency of $1.872 million. The working capital deficiency relates to the $31.967 million convertible debenture due to Glencore AG, a wholly owned subsidiary of Glencore Xstrata plc (together “Glencore”) becoming a current liability on the basis it was to mature on September 30, 2014. Subsequent to year-end, PolyMet and Glencore agreed on April 25, 2014 to extend the maturity date of the convertible debenture to the earlier of the Early Maturity Event (as defined in Note 9) or September 30, 2015 (see Note 17).
  2.	BasisSummary of PreparationSignificant Accounting Policies
  	a)Statement of Compliance
  	The consolidated financial statements of PolyMet Mining Corp. have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These are the Company’s first consolidated financial statements prepared in accordance with IFRS and IFRS 1First-time Adoption of International Financial Reporting Standardshave been applied.
  	The Company’s consolidated financial statements were previously prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). An explanation of how the transition to IFRS has affected the reported financial position, financial performance and cash flows of the Company is provided in Note 18. Comparative figures have been restated to reflect these adjustments.
  	The policies applied in these consolidated financial statements use the IFRS standards and interpretations effective as of January 31, 2012. The financial statements were approved by the Board of Directors on April 30, 2012.25, 2014.
  	b)Basis of Consolidation and Presentation
  	The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale and fair value through profit or loss financial assets.assets classified as available-for-sale. All dollar amounts presented are in United States (“U.S.”US”) dollardollars unless otherwise specified.
  	The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Poly Met Mining, Inc. (“PolyMet US”). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.subsidiary. Inter-company balances and transactions have been eliminated on consolidation.

  F-91

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  3.2.	Summary of Significant Accounting Policies-Continued
  	Foreign Currency Translationc)    Critical Accounting Estimates and Judgments
  	The preparation of the consolidated financial statements in conformity with IFRS as issued by IASB requires the use of certain critical accounting estimates. These critical accounting estimates require management to make judgments and estimates that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as at the date of the financial statements.
  	Critical accounting estimates and judgments used in the preparation of these consolidated financial statements are as follows:
  	(i)    Determination of mineral reserves
  	Reserves are estimates of the amount of product that can be economically and legally extracted from the Company’s property. In order to estimate reserves, estimates are required about a range of geological, technical and economic factors, including quantities, production techniques, production costs, capital costs, transport costs, demand, prices and exchange rates. Estimating the quantity of reserves requires the size, shape and depth of deposits to be determined by analyzing geological data. This process may require complex and difficult geological judgments to interpret the data. In addition, management will form a view of forecast sales prices, based on current and long-term historical average price trends. Changes in the proven and probable reserves estimates may impact the carrying value of property, plant and equipment, restoration provisions, recognition of deferred tax amounts and depreciation, depletion and amortization.
  	(ii)  Impairment of non-financial assets
  	The carrying amounts of the Company’s non-financial assets, including mineral property, plant and equipment, and wetland credit intangible are reviewed at each reporting date or when events or changes in circumstances occur that indicate the asset may not be recoverable to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated at the greater of its value in use and its fair value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is recognized if the carrying amount of an asset exceeds its estimated recoverable amount. An impairment loss previously recorded is reversed if there has been a change in the estimates used to determine the recoverable amount resulting in an increase in the estimated service potential of an asset.
  	For its mineral property interest the Company considers both external and internal sources of information in assessing whether there are any indications of impairment. External sources of information the Company considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of mineral property interests. Internal sources of information the Company considers include indications of economic performance of the asset. No impairment loss for its mineral property interest was recorded for the year ended January 31, 2014 or 2013.
  	The carrying value of mineral property, plant, and equipment, and wetland credit intangible at the balance sheet date is disclosed in Note 4 and Note 5, respectively.

  2

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  As at January 31, 2014 and 2013 and for the years ended January 31, 2014, 2013, and 2012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  2.	Summary of Significant Accounting Policies-Continued
  	c)Critical Accounting Estimates and Judgments-Continued
  	(iii)  Provision for Environmental Rehabilitation Costs
  	Provisions for environmental rehabilitation costs associated with mineral property, plant and equipment, are recognized when the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.
  	Upon initial recognition of provisions for environmental rehabilitation costs, a corresponding increase to the carrying amount of the related asset is recorded and amortized over the life of the asset. The estimates are based principally on legal and regulatory requirements. Following initial recognition of the environmental rehabilitation provision, the carrying amount of the liability is accreted to its future value over the life of the asset, reduced for actual reclamation payments incurred, adjusted for changes to the current market-based discount rate, and adjusted for changes in the amount and timing of the underlying cash flows needed to settle the obligation.
  	It is possible that the Company’s estimates of its ultimate environmental rehabilitation liabilities could be affected by changes in regulations, changes in the extent of environmental rehabilitation required, changes in the means of rehabilitation, changes in the extent of responsibility for the financial liability or changes in cost estimates. The operations of the Company may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company may vary greatly and are not predictable.
  	The Company’s provision for environmental rehabilitation cost obligations represents management’s best estimate of the present value of the future cash outflows required to settle the liability. See additional discussion in Note 6.
  	d)Foreign Currency Translation
  	The US dollar is the functional currency of the Company and its controlled entities. Amounts in these consolidated financial statements are expressed in United States (“U.S.”)US dollars unless otherwise stated. Transactions in foreign currencies are translated into the functional currency at the exchange rates at the date of the transactions. Monetary assets and liabilities of the Company’s operations denominated in a currency other than the U.S. dollar are translated using exchange rates prevailing at the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates on the dates of the initial transactions. Revenue and expense items are translated at the exchange rates in effect at the date of the underlying transaction, except for amortization related to non-monetary assets, which are translated at historical exchange rates. Exchange differences are recognized in net loss in the year in which they arise.
  	Borrowing costs
  	Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset until such time as the asset is substantially complete and ready for its intended use or sale. Where funds have been borrowed specifically to finance an asset, the amount capitalized is the actual borrowing costs incurred. Where the funds used to finance an asset form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to relevant general borrowings of the Company during the period. Other borrowing costs not directly attributable to a qualifying asset are expensed in the year incurred.
  	Significant Accounting Estimates and Judgements
  	The preparation of the consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. These critical accounting estimates require management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as at the date of the financial statements.
  	Significant estimates used in the preparation of these consolidated financial statements include, amongst other things, expected economic lives of plant and equipment, anticipated costs of environmental rehabilitations including the reclamation of mine site, valuation of options, convertible debt and share purchase warrants, and the assessment of impairment in value of long lived assets. Actual results could differ from these estimates. The following discusses some of the most significant accounting estimates and judgements that the Company has made in the preparation of these consolidated financial statements:
  	(i) Determination of mineral reserves
  	Reserves are estimates of the amount of product that can be economically and legally extracted from the Company’s property. In order to estimate reserves, estimates are required about a range of geological, technical and economic factors, including quantities, production techniques, production costs, capital costs, transport costs, demand, prices and exchange rates. Estimating the quantity of reserves requires the size, shape and depth of deposits to be determined by analyzing geological data. This process may require complex and difficult geological judgments to interpret the data. As a result, management will form a view of forecast sales prices, based on current and long-term historical average price trends. Changes in the proven and probable reserves estimates may impact the carrying value of property, plant and equipment, restoration provisions, recognition of deferred tax amounts and depreciation, depletion and amortization.

  F-103

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  3.	Summary of Significant Accounting Policies-Continued

  (ii) Asset values and impairment charges

  If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in the statement of loss and comprehensive loss. Management’s determination of recoverable amounts include estimates of sales volumes and prices, costs to sell, recoverable reserves, operating costs and capital costs, which are subject to certain risks and uncertainties that may affect the recoverability of an asset’s costs. Although management has made its best estimate of these factors, it is possible that changes could occur that could adversely affect management’s estimate of the net cash flow to be generated from its assets or cash-generating unit.

  For its mining property interest the Company considers both external and internal sources of information in assessing whether there are any indications of impairment. External sources of information the Company considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of mining property interests. Internal sources of information the Company considers include indications of economic performance of the asset. In determining the recoverable amounts of the Company’s mining property interest, the Company’s management makes estimates of the discounted future after-tax cash flows expected to be derived from the Company’s property, costs to sell the mining property and the appropriate discount rate. Reductions in price forecasts, increases in estimated future costs of production, increases in estimated future non-expansionary capital expenditures, reductions in the amount of recoverable reserves and resources, and/or adverse current economics can result in a write-down of the carrying amounts of the Company’s mining interest.

  (iii) Estimated Reclamation and Closure Costs

  The Company’s provision for reclamation and closure cost obligations represents management’s best estimate of the present value of the future cash outflows required to settle the liability which reflects estimates of future costs, inflation, and assumptions of risks associated with the future cash outflows, and the applicable risk-free interest rates for discounting the future cash outflows. Changes in the above factors can result in a change to the provision recognized by the Company. Changes to reclamation and closure cost obligations are recorded with a corresponding change to the carrying amounts of the related mining property. Adjustments to the carrying amounts of the related mining property can result in a change to future depletion expense.

  Cash and Cash Equivalents

  The Company considers cash and cash equivalents to include amounts held in banks and highly liquid debt investments with remaining maturities at point of purchase of three months or less.

  Mineral Property, Plant and Equipment

  Mineral Property

  Mineral property costs, aside from mineral property acquisition costs, incurred prior to determination of the Definitive Feasibility Study (“DFS”) are expensed as incurred and expenditures incurred subsequent to the DFS and mineral property acquisition costs are capitalized until the property is placed into production, sold, allowed to lapse or abandoned. Acquisition costs include cash, debt and fair market value of common shares.

  F-11

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  3.2.	Summary of Significant Accounting Policies-Continued
  	Upon commencement of production, mineral propertiese)Cash and acquisition costs relating to mines are amortized on a unit of production basis over the estimated proven and probable mineral reserves not to exceed the assets’ useful lives.Cash Equivalents
  	As a result of the DFS on the NorthMet Project, the Project entered the development stage effective October 1, 2006. The Company has capitalized mineral property development expenditures related to the NorthMet Project from that date.
  	Ownership in mineral interests involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral interests. The Company has investigated ownership of its mineral interests and, to the best of its knowledge, ownership of its interests are in good standing.
  	Plant and Equipment
  	Plant and equipment are recorded at historical cost less accumulated depreciation and if applicable, accumulated impairment losses. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, if it is probable that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. The carrying amount of a replaced part is derecognized. All other repairs and maintenance are charged to the statement of loss and comprehensive loss during the year in which they are incurred. Plant and equipment is depreciated over the estimated life of the related assets calculated on a unit of production or straight-line basis, as appropriate.
  	Depreciation of plant and equipment is calculated using the cost of the asset, less its residual value, on a straight-line basis over the estimated useful life of the asset. Estimated useful lives are as follows:

  
  

  	Leasehold improvements	Straight-line over the term of the lease
  	Furniture and equipment	Straight-line over 10 years
  	Computers	Straight-line over 5 years
  	Computer software	Straight-line over 1 year

  Assets Held for Sale

  Assets are classified as held for sale in the period in which certain criteria are met. Assets held for sale are measured at the lower of carrying amount or fair value less cost to sell and are not depreciated as long as they remain classified as held for sale.

  Loss Per Share

  Loss per share is computed by dividing the loss for the period by the weighted average number of common shares outstanding during the period. Basic and diluted losses per share are the same for the periods reported, as the effect of potential issuances of shares under warrant or share option agreements would, in total, be anti-dilutive.

  F-12

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  3.	Summary of Significant Accounting Policies-Continued
  	Share-Based Payments and Share Purchase Warrants
  	All share-based payment awards made to directors, employees and non-employees are measured and recognized using a fair value based method. For directors and employees, or those providing services similar to employees, the fair value of the award is measured at the date of the grant and recognized over the tranche’s vesting period in earnings or capitalized as appropriate based on the number of options expected to vest. Share options issued to non-employees are recognized based on the fair value of the goods or services received.
  	For directors, employees and non-employees, the fair value of the award is accrued and charged either to operations or mineral property plant and equipment, with the offsetting credit to warrants and share-based payment reserve, on a graded method over the vesting period. If and when share options are ultimately exercised or performance share units and restricted share units vest, the applicable amounts from the warrants and share-based payment reserve are transferred to share capital.
  	The Company issues shareconsiders cash and cash equivalents to include amounts held in banks and highly liquid investments with maturities at point of purchase warrants in connection with certain equity transactions. The fair value of the warrants, as determined using the Black-Scholes option pricing model, is credited to the warrants and share-based payment reserve. The recorded value of share purchase warrants is transferred to share capital upon exercise.three months or less.
  	The Company issues restricted stock units to employees. The fair value of the restricted stock units is calculated using the intrinsic value of the shares at issuance, and is amortised straight-line over the vesting period. Certain restricted stock units vest upon achievement of a specified performance condition. On a quarterly basis, management, using the best available information, the probability of achieving those performance conditions, estimates the appropriate vesting period. The recorded value of the restricted stock units is transferred to share capital upon vesting.f)Financial Assets
  	When the Company amends the terms of either share options or share purchase warrants, the incremental change in the fair value of the options or warrants due to the amendment is booked to warrant or option amendment expense and the warrants and share-based payment reserve.
  	Provisions
  	Provisions for environmental rehabilitation associated with mineral property, plant and equipment, are recognized when the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recorded as finance income and costs expense.
  	Upon initial recognition of provisions for environmental rehabilitation, a corresponding increase to the carrying amount of the related asset is recorded and amortized over the life of the asset. The estimates are based principally on legal and regulatory requirements. Following initial recognition of the environmental rehabilitation provision, the carrying amount of the liability is increased for the passage of time and adjusted for changes to the current market-based discount rate, or changes in the amount and timing of the underlying cash flows needed to settle the obligation.

  F-13

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  3.	Summary of Significant Accounting Policies-Continued
  	It is possible that the Company’s estimates of its ultimate reclamation and closure liabilities could change as a result of changes in regulations, changes in the extent of environmental remediation required, changes in the means of reclamation or changes in cost estimates. The operations of the Company may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company may vary greatly and are not predictable.
  	Impairment of Non-Financial Assets
  	The carrying amounts of the Company’s non-financial assets, including mineral property, plant and equipment, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is recognized if the carrying amount of an asset exceeds its estimated recoverable amount. An impairment loss previously recorded is reversed if there has been a change in the estimates used to determine the recoverable amount.
  	Financial Assets
  	All financial assets are initially recorded at fair value and designated upon inception as one of the following four categories: held to maturity, available for sale, loans and receivables or at fair value through profit or loss (“FVTPL”). Financial assets classified as FVTPL are measured at fair value with unrealized gains and losses recognized through profit and loss. Financial assets classified as loans and receivables and held to maturity are measured at amortized cost using the effective interest method less any allowance for impairment. The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or, where appropriate, a shorter period. Financial assets classified as available for sale are measured at fair value with unrealized gains and losses recognized in other comprehensive loss except when there is objective evidence that the asset is impaired, the cumulative loss that had been recognized in other comprehensive loss shall be reclassified from equity to profit or loss as a reclassification adjustment. Transactions costs associated with FVTPL financial assets are expensed as incurred, while transaction costs associated with all other financial assets are included in the initial carrying amount of the asset. See additional discussion in Note 16.
  	Financial Liabilitiesg)Mineral Property, Plant and Equity InstrumentsEquipment
  	Financial liabilitiesMineral Property
  	Mineral property costs, aside from mineral property acquisition costs, incurred prior to determination of the Definitive Feasibility Study (“DFS”) are recognized when the Company becomes a partyexpensed as incurred and expenditures incurred subsequent to the contractual provisionsDFS and mineral property acquisition costs are capitalized until the property is placed into production, sold, allowed to lapse or abandoned. As a result of the instrument. Financial liabilities atDFS, NorthMet entered the development stage effective October 1, 2006. The Company has capitalized mineral property development expenditures related to NorthMet from that date.
  	Upon commencement of production, mineral properties and acquisition costs relating to mines are amortized cost include trade payableson a unit of production basis over the estimated proven and long term debt. Trade payables are initially recognized atprobable mineral reserves not to exceed the amount required to be paid, less, when material, a discount to reduce the payables to fair value. Subsequently, trade payables are measured at amortized cost using the effective interest method. Long term debt is recognized initially at fair value, net of any transaction costs incurred, and subsequently at amortized cost using the effective interest method. Financial liabilities are classified as current liabilities if payment is due within twelve months. Otherwise, they are presented as non-current liabilities.assets’ useful lives.

  F-144

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  3.2.	Summary of Significant Accounting Policies-Continued
  	All financial liabilities are initially recorded at fair valueg)    Mineral Property, Plant and designated upon inception as FVTPL or other financial liabilities. Financial liabilities classified as other financial liabilities are initially recognized at fair value less directly attributable transaction costs. After initial recognition, other financial liabilities are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability. Financial liabilities classified as FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as FVTPL. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Transaction costs on financial liabilities classified as FVTPL are expensed as incurred. At the end of each reporting period subsequent to initial recognition, financial liabilities at FVTPL are measured at fair value, with changes in fair value recognized directly in profit or loss in the period in which they arise. The net gain or loss recognized in profit or loss excludes any interest paid on the financial liabilities.
  4.	Recent Accounting PronouncementsEquipment-Continued
  	The IASB issued the following standards which have not yet been adopted by the Company: IFRS 9,Financial instruments - ClassificationPlant and Measurement, IFRS 10,Consolidated Financial Statements, IFRS 11,Joint ArrangementsIFRS 12,Disclosure of Interests in Other Entities, IAS 27,Separate Financial Statements, IFRS 13,Fair Value Measurementand amended IAS 28,Investments in Associates and Joint Ventures. Each of the new standards is effective for annual periods beginning on or after January 1, 2013, except for IFRS 9 which is effective for annual periods beginning on or after January 1, 2015, with early adoption permitted. The Company has not yet begun the process of assessing the impact that the new and amended standards will have on its consolidated financial statements or whether to early adopt any of the new requirements.Equipment
  	Plant and equipment are recorded at historical cost less accumulated depreciation and if applicable, accumulated impairment losses. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, if it is probable that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. The followingcarrying amount of a replaced part is derecognized. All other repairs and maintenance are charged to the statement of loss and comprehensive loss during the period in which they are incurred. Plant and equipment is depreciated over the estimated life of the related assets calculated on a brief summaryunit of these new standards:production or straight-line basis, as appropriate.
  	IFRS 9 – Financial instruments - classificationDepreciation of plant and measurementequipment is calculated using the cost of the asset, less its residual value, on a straight-line basis over the estimated useful life of the asset. Estimated useful lives are as follows:

  
  

  	Leasehold improvements	Straight-line over the term of the lease
  	Furniture and equipment	Straight-line over 10 years
  	This is the first part of a new standard on classification and measurement of financial assets that will replace IAS 39,Financial Instruments: Recognition and Measurement. IFRS 9 has two measurement categories: amortized cost and fair value. All equity instruments are measured at fair value. A debt instrument is at amortized cost only if the entity is holding it to collect contractual cash flows and the cash flows represent principal and interest. Otherwise it is at fair value through profit or loss. Requirements for financial liabilities were added to IFRS 9 in October 2010. Most of the requirements for financial liabilities were carried forward unchanged from IAS 39. However, some changes were made to the fair value option for financial liabilities to address the issue of own credit risk. Computers	Straight-line over 5 years
  	Computer software	Straight-line over 1 year

  F-15h)    Wetland Credit Intangible

  Wetland Credit Intangible costs and related acquisition costs are capitalized until the wetland credits are used, sold, or abandoned. Wetland credits are used through offset with wetlands disturbed during construction and operation of NorthMet. As such, costs are amortized on a unit of production basis over the estimated proven and probable mineral reserves not to exceed the assets’ useful lives. See additional discussion in Note 5.

  i)    Financial Liabilities

  All financial liabilities are initially recorded at fair value and designated upon inception as FVTPL or other financial liabilities. Financial liabilities classified as other financial liabilities are initially recognized at fair value less directly attributable transaction costs. After initial recognition, other financial liabilities are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability. Financial liabilities classified as FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as FVTPL. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Transaction costs on financial liabilities classified as FVTPL are expensed as incurred. At the end of each reporting period subsequent to initial recognition, financial liabilities at FVTPL are measured at fair value, with changes in fair value recognized directly in profit or loss in the period in which they arise. The net gain or loss recognized in profit or loss excludes any interest paid on the financial liabilities. See additional discussion in Note 16.

  5

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  4.2.	Summary of Significant Accounting Policies-Continued
  	Recentj)Borrowing costs
  	Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset until such time as the asset is substantially complete and ready for its intended use or sale. Where funds have been borrowed specifically to finance an asset, the amount capitalized is the actual borrowing costs incurred. Where the funds used to finance an asset form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to relevant borrowings of the Company during the period. Other borrowing costs not directly attributable to a qualifying asset are expensed in the year incurred.
  	k)  Share-Based Compensation
  	All share-based compensation awards made to directors, employees and non-employees are measured and recognized using a fair value based method. For directors and employees, or those providing services similar to employees, the fair value of options is determined using the Black- Scholes option pricing model, and is amortised straight-line over the vesting period. Awards issued to non-employees are recognized based on the fair value of the goods or services received and recognized over the vesting period. The fair value of the bonus shares, restricted shares, and restricted share units is calculated using the intrinsic value of the shares at issuance, and is amortised straight-line over the vesting period.
  	The fair value of the award is accrued and charged either to operations or mineral property plant and equipment, with the offsetting credit to warrants and share-based payment reserve, on a graded method over the vesting period. If and when share options are ultimately exercised or bonus shares, restricted shares, and restricted share units vest, the applicable amounts from the warrants and share-based payment reserve are transferred to share capital.
  	Certain awards vest upon achievement of a specified performance condition. On a quarterly basis, management assesses the probability of achieving those performance conditions using the best available information, and estimates the appropriate vesting period.
  	When the Company amends the terms of share options, the incremental change in the fair value of the options due to the amendment, as determined using the Black-Scholes option pricing model, is recognized over the vesting period in the statement of loss or capitalized as appropriate.
  	l)Share Purchase Warrants
  	The Company issues share purchase warrants in connection with certain equity transactions. The fair value of the warrants, as determined using the Black-Scholes option pricing model or fair value of goods or services received, is credited to the warrants and share-based payment reserve. The recorded value of share purchase warrants is transferred to share capital upon exercise.
  	m)  Loss Per Share
  	Loss per share is computed by dividing the loss for the year by the weighted average number of common shares outstanding during the year. Basic and diluted loss per share for each year presented are the same as the effect of potential issuances of shares under warrant or share option agreements would, in total, be anti-dilutive.

  6

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  As at January 31, 2014 and 2013 and for the years ended January 31, 2014, 2013, and 2012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  2.	Summary of Significant Accounting PronouncementsPolicies-Continued
  	IFRS 10 – Consolidationn)Income Taxes and Deferred Taxes
  	The income tax expense or benefit for the year consists of two components: current and deferred.
  	Current tax is the expected tax payable or receivable on the taxable profit or loss for the year. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the balance sheet date in each of the jurisdictions and includes any adjustments for taxes payable or recovery in respect of prior periods.
  	Taxable profit or loss differs from profit or loss as reported in the Consolidated Statements of Comprehensive Loss because of items of income or expense that are taxable or deductible in other years, and items that are never taxable or deductible.
  	Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences not eligible for offset. Deferred tax assets are generally recognized for all deductible temporary differences, loss carry forwards and tax credit carry forwards to the extent that it is probable that taxable profits will be available against which they can be utilized. To the extent that the Company does not consider it to be probable that taxable profits will be available against which deductible temporary differences, loss carry forwards, and tax credit carry forwards can be utilized, a deferred tax asset is not recognized.
  	Deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
  	o)Adoption of New or Amended IFRS
  	On February 1, 2013, the Company adopted the following new or amended accounting standards that were previously issued by the IASB, which did not have a significant impact on the Company’s consolidated financial statements.
  	IFRS 10 – Consolidation
  	IFRS 10 requires an entity to consolidate an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Under existing IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. IFRS 10 replaces SIC-12Consolidation—Special Purpose Entitiesand parts of IAS 27 Consolidated and Separate Financial Statements. IFRS 10 is effective for annual periods beginning on or after January 1, 2013.

  7

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  As at January 31, 2014 and 2013 and for the years ended January 31, 2014, 2013, and 2012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options.

  
  

  2.	Summary of Significant Accounting Policies-Continued
  	o)    Adoption of New or Amended IFRS-Continued
  	IFRS 11 - Joint Arrangements
  	IFRS 11 requires a venturer to classify its interest in a joint arrangement as a joint venture or joint operation. Joint ventures will be accounted for using the equity method of accounting whereas for a joint operation the venturer will recognize its share of the assets, liabilities, revenue and expenses of the joint operation. Under existing IFRS, entities have the choice to proportionately consolidate or equity account for interests in joint ventures. IFRS 11 supersedes IAS 31,Interests in Joint Ventures,, and SIC-13,Jointly Controlled Entities—Non-monetary Contributions by Venturers.Venturers. IFRS 11 is effective for annual periods beginning on or after January 1, 2013.
  	IFRS 12 – Disclosure of Interests in Other Entities
  	IFRS 12 establishes disclosure requirements for interests in other entities, such as joint arrangements, associates, special purpose vehicles and off balance sheet vehicles. The standard carries forward existing disclosures and also introduces significant additional disclosure requirements that address the nature of, and risks associated with, an entity’s interests in other entities. IFRS 12 is effective for annual periods beginning on or after January 1, 2013, with early adoption permitted.
  	IFRS 13 - Fair Value Measurement
  	IFRS 13 is a comprehensive standard for fair value measurement and disclosure requirements for use across all IFRS standards. The new standard clarifies that fair value is the price that would be received to sell an asset, or paid to transfer a liability in an orderly transaction between market participants, at the measurement date. It also establishes disclosures about fair value measurement. Under existing IFRS, guidance on measuring and disclosing fair value is dispersed among the specific standards requiring fair value measurements and in many cases does not reflect a clear measurement basis or consistent disclosures. IFRS 13 is effective for annual periods beginning on or after January 1, 2013.
  	IFRIC 20 – Stripping Costs in the Production Phase of a Surface Mine
  	IFRIC 20 addresses accounting issues regarding waste removal costs incurred in surface mining activities during the production phase of a mine, referred to as production stripping costs. The new interpretation addresses the classification and measurement of production stripping costs as either inventory or as a tangible or intangible non-current ‘stripping activity asset’. The standard also provides guidance for the depreciation or amortization and impairment of such assets. IFRIC 20 is effective for reporting years beginning on or after January 1, 2013, although earlier application is permitted.
  	IAS 1 – Presentation of Items of Other Comprehensive Income
  	The amendments of IAS 1 change the grouping of items presented in other comprehensive income. Items that could be reclassified (or ‘recycled’) to net earnings at a future point in time would be presented separately from items that will never be reclassified. The amendment becomes effective for annual periods beginning on or after July 1, 2012.

  F-168

  ---

  
  

  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  5.2.	ResourceSummary of Significant Accounting Policies-Continued
  	p)    Future Accounting Changes
  	The Company anticipates that all of the relevant pronouncements will be adopted in the Company’s accounting policy for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the Company’s financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company’s financial statements and are therefore not discussed below.
  	IFRS 9 – Financial Instruments - Classification and Measurement
  	The IASB has suspended the originally planned effective date of January 1, 2015 for IFRS 9. The IASB issued IFRS 9 as the first step in its project to replace IAS 39: Financial Instruments – recognition and measurement. The Company will commence assessing the impact of this new standard upon the announcement of its new effective date.
  	IFRIC 21 – Levies
  	IFRIC 21 is an interpretation of IAS 37 and addresses the accounting for an obligation to pay a levy that is not an income tax. The Company is currently assessing the impact of adopting IFRIC 21 on its consolidated financial statements, including the applicability of early adoption.

  9

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  As at January 31, 2014 and 2013 and for the years ended January 31, 2014, 2013, and 2012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  3.	Mineral Property Agreements
  	NorthMet, Minnesota, U.S.A. - Lease
  	Pursuant to an agreement dated January 4, 1989, subsequently amended and assigned, the Company leases certain landsproperty in St. Louis County, Minnesota from RGGS Land & Minerals Ltd., L.P. The originalinitial term of the renewable lease was 20 years and called for total lease payments of $1,475,000. The Company can and has renewed the lease by making annual payments of $150,000 on or before each anniversary through January 2012.
  	$1.475 million. The Company can, at its option, terminate the lease at any time by giving written notice to the lessor not less than 90 days prior to the effective termination date or can indefinitely extend the 20-year term by continuing to make $150,000 annual lease payments on each successive anniversary date. All lease payments have been paid or accrued to January 31, 2014. The next payment is due in January 2015.
  	The lease payments are considered advance royalty payments and shall be deducted from future production royalties payable to the lessor, which range from 3% to 5% based on the net smelter return received by the Company. The Company’s recovery of $2.225 million in advance royalty payments is subject to the lessor receiving an amount not less than the amount of the annual lease payment due for that year.
  	Pursuant to an agreement effective December 1, 2008, the Company leases certain property in St. Louis County, Minnesota from LMC Minerals. The initial term of the renewable lease is 20 years and calls for minimum annual lease payments of $3,000 for the first four years after which the minimum annual lease payment increases to $30,000. The initial term may be extended for up to four additional five-year periods on the same terms. All lease payments have been paid or accrued to January 31, 2014. The next payment is due in November 2014.
  	The lease payments are considered advance royalty payments and will be deducted from future production royalties payable to the lessor, which range from 3% to 5% based on the net smelter return that we receive. The Company’s recovery of $0.069 million in advance royalty payments is subject to the lessor receiving an amount not less than the amount of the annual lease payment due for that year.
  	Pursuant to the leases, PolyMet holds mineral rights and the right to mine.mine upon receiving the required permits. PolyMet intendshas proposed to acquire surface rights through a land exchange with the United States Forest Service which costs have been included in the capital cost estimate of the Project.(Note 7).

  F-1710

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  6.4.	Mineral Property, Plant and Equipment
  	Details of Mineral Property, Plant, and Equipment are as follows:

  
  

  			NorthMet			Other fixed
  	Net Book Value		Project			assets			Total
  	Balance at February 1, 2010	$	125,664		$	212		$	125,876
  	Additions		17,488			192			17,680
  	Disposals		-			-			-
  	Changes to environmental rehabilitation (Note 8)		1,997			-			1,997
  	Transfer to assets held for sale		(3,420	)		-			(3,420	)
  	Amortization		-			(198	)		(198	)
  	Balance at January 31, 2011		141,729			206			141,935
  	Additions		20,807			412			21,219
  	Disposals		-			-			-
  	Changes to environmental rehabilitation (Note 8)		7,894			-			7,894
  	Amortization		-			(359	)		(359	)
  	Balance at January 31, 2012	$	170,430		$	259		$	170,689

  						Other fixed
  	Net Book Value		NorthMet			assets			Total
  	Balance at February 1, 2012	$	170,430		$	259		$	170,689
  	Additions		19,438			27			19,465
  	Changes to environmental rehabilitation
  	provision (Note 6)		30,425			-			30,425
  	Amortization		-			(150	)		(150	)
  	Balance at January 31, 2013	$	220,293		$	136		$	220,429
  	Additions		27,937			38			27,975
  	Changes to environmental rehabilitation
  	provision (Note 6)		(2,350	)		-			(2,350	)
  	Amortization		-			(26	)		(26	)
  	Balance at January 31, 2014	$	245,880		$	148		$	246,028

  
  

  			January			January 31,			February 1,
  	NorthMet Project		31, 2012			2011			2010
  	Mineral property acquisition and interest costs	$	42,895		$	41,220		$	38,838
  	Mine plan and development		34,941			29,305			25,470
  	Environmental		33,843			25,994			19,537
  	Consulting and wages		25,921			21,756			18,788
  	Environmental rehabilitation		20,925			13,143			11,600
  	Site activities		10,956			9,362			7,641
  	Mine equipment		949			949			3,790
  	Net book value	$	170,430		$	141,729		$	125,664

  			January 31,			January 31,
  	NorthMet		2014			2013
  	Mineral property acquisition and interest costs	$	46,334		$	44,514
  	Mine plan and development		38,065			35,688
  	Environmental		61,866			46,198
  	Consulting and wages		34,630			29,132
  	Environmental rehabilitation (Note 6)		49,000			51,350
  	Site activities		15,036			12,462
  	Mine equipment		949			949
  	Total	$	245,880		$	220,293

  Erie Plant, Minnesota, U.S.A.

  In October 2003, the Company entered into an option with Cliffs Natural Resources Inc. (“Cliffs”) to purchase 100% ownership of large parts of the former LTV Steel Mining Company ore processing plant in north eastern Minnesota.northeastern Minnesota (the “Erie Plant”). The Company paid $500,000$0.500 million in cash and issued 1,000,000 common shares (at fair value of $229,320)$0.229 million) for this option, which it exercised on November 15, 2005 under the Asset Purchase Agreement with Cliffs Natural Resources Inc. Consideration for the purchase was $1 million in cash, $2.4 million in notes payable (paid in full in June 2008) and the issuance of 6,200,547 common shares (at fair market value of $7,564,000) in the capital shares of the Company.(“Cliffs I”).

  On December 20, 2006, the Company closed a transaction (the “Asset Purchase Agreement(“Cliffs II”) in which it acquired, from Cliffs, property and associated rights sufficient to provide it with a railroad connection linking the mine development site and the Erie Plant. The transaction also included a 120-railcar fleet, locomotive fuelling and maintenance facilities, water rights and pipelines, large administrative offices on site and an additional 6,000 acres to the east and west of and contiguous to its existing tailing facilities.

  F-18The cost of acquisition of the Erie Plant and associated infrastructure was $18.9 million in cash and 9,200,547 shares at a fair market value of $13.953 million.

  11

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 2014, 2013, and 2012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  4.	Mineral Property, Plant and Equipment-Continued
  	The Company assumed certain ongoing site-related environmental and reclamation obligations as a result of the above purchases (Note 6). These environmental and reclamation obligations are presently contracted under the terms of the purchase agreements with Cliffs. Once the Company obtains its permit to mine and Cliffs is released from its obligations by the State Agencies, the Company’s obligations will be direct with the governing bodies.
  	During the year ended January 31, 2014, the Company capitalized 100% of borrowing costs on long- term (Note 7), convertible debt (Note 9), and other debentures (Note 8) in the amount of $2.111 million (January 31, 2013 - $1.768 million) as part of the cost of NorthMet assets.
  	As NorthMet assets are not in use or capable of operating in a manner intended by management, no amortization of these assets has been recorded to January 31, 2014.
  	At April 30, 2010, certain equipment was classified as assets held for sale. During the year ended January 31, 2012 the assets were sold for cash of $3.492 million resulting in a gain of $0.072 million.

  12

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  As at January 31, 2014 and 20112013 and for the years ended January 31, 2014, 2013, and 2012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  5.	Wetland Credit Intangible
  	Details of Wetland Credit Intangibles are as follows:

  
  

  			January 31,			January 31,
  			2014			2013
  	Wetland Credit Intangible – Exercised options	$	1,579		$	1,579
  	Wetland Credit Intangible – Unexercised options		4,513			4,413
  		$	6,092		$	5,992

  On March 9, 2012 the Company acquired a secured interest in land (“AG Land”) owned by AG for Waterfowl, LLP ("AG") that is permitted for restoration to wetland. AG was subsequently acquired by Environmental Investment Partners (“EIP”) and the Company consented to the assignment of the agreement to EIP on September 7, 2012. EIP will restore the wetlands and, upon completion, wetland credits are to be issued by the proper governmental authorities. The Company plans to use the wetland credits to offset wetlands disturbed during construction and operation of NorthMet. The Company holds a first mortgage on the AG Land, which will be proportionately released as wetland credits are transferred to the Company. The Company has the option to exercise five separate phases of wetland credit development. Any option not exercised by February 28, 2017 will expire and the remaining mortgage, if any, will be released. As at January 31, 2014, the Company had exercised the option on phase 1.

  The Company paid initial consideration of $2.0 million cash and issued 2,788,902 of the Company’s common shares valued at $3.375 million (of which 371,854 held in escrow pending completion of construction of the first phase) and a warrant to purchase 1,083,333 of the Company’s common shares at $1.50 per share at any time until December 31, 2015 as consideration for a $5.9 million mortgage to secure performance by EIP. Since the Company expects to exercise each of the remaining options prior to expiration, the total consideration was allocated to each phase. The exercise price of the exchange warrants and the number of warrants are subject to conventional anti-dilution provisions. Effective July 5, 2013, the Company increased the number of common shares issuable to 1,249,315 and reduced the exercise price to $1.3007, to reflect the dilutive effect of the 91.6 million common shares that were issued at $0.66 per share in connection with the Rights Offering (the “Rights Offering”) (Note 10).

  In addition to the initial consideration, performance commitments for phase 1 totaling $0.68 million will be due over the seven years following wetland construction completion for ongoing maintenance by EIP. Performance payments totaling $1.063 million per phase for completion and maintenance of phase 2 through 5 will only be incurred if and when the Company exercises its option on those phases and will be due over the seven years following completion of each phase. If wetland credits are issued by the proper governmental authorities before the seven-year anniversary, any unpaid amounts are due upon issuance of the wetland credits.

  13

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  As at January 31, 2014 and 2013 and for the years ended January 31, 2014, 2013, and 2012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  6.	Mineral Property, Plant and Equipment-ContinuedEnvironmental Rehabilitation Provision
  	The purchase price totalling 2 million shares and $15 million in cash and debt (Note 7) was in four tranches:Details of Environmental Rehabilitation Provision are as follows:

  
  

  	•	2 million shares of PolyMet with a fair value of $6.160 million, paid at closing;
  	•	$1 million in cash, paid at closing;
  	•	$7 million in cash, payable in quarterly instalments of $250,000 commencing December 31, 2006 with the balance payable upon receipt of production financing (remaining balance paid in full in December 2011). Interest was payable quarterly at theWall Street JournalPrime Rate, and
  	•	$7 million in cash, payable in quarterly instalments of $250,000 commencing on December 31, 2009 with a balloon payment of any unpaid balance due on December 31, 2011 (balance paid in full in December 2011). No interest was payable until December 31, 2009 after which it was payable quarterly at theWall Street JournalPrime Rate, accordingly the debt was fair valued, for balance sheet purposes, by discounting it at 8.25%.

  			Year ended			Year ended
  			January 31,			January 31,
  			2014			2013
  	Environmental Rehabilitation Provision – beginning of year	$	53,488		$	22,836
  	Change in estimated liability		2,430			31,845
  	Liabilities discharged		(1,515	)		(565	)
  	Accretion expense		1,521			792
  	Change in risk-free interest rate		(4,780	)		(1,420	)
  	Environmental Rehabilitation Provision – end of year		51,144			53,488
  	Less current portion		(1,504	)		(1,808	)
  	Non-current portion	$	49,640		$	51,680

  The Company has assumed certain ongoing site-related environmental and reclamation obligations as a resultAs part of the above purchases. These environmentalconsideration for the Cliffs Purchase Agreements (Note 4), the Company indemnified Cliffs for the liability related to final reclamation and reclamation obligations are presently contracted under the termsclosure of the purchase agreements with Cliffs.acquired property.

  Federal, state and local laws and regulations concerning environmental protection affect the Company’s operations. Under current regulations, the Company is contracted to indemnify Cliff’s requirement to meet performance standards to minimize environmental impact from operations and to perform site restoration and other closure activities. Once the Company obtains its permit to mine and Cliffs is released from its obligations by the State agencies, the environmental and reclamation obligations will be direct with the governing bodies. The present valueCompany’s provisions for future site closure and reclamation costs are based upon existing reclamation requirements. It is not currently possible to estimate the impact on operating results, if any, of future legislative or regulatory developments.

  In April 2010, Cliffs entered into a consent decree with the Minnesota Pollution Control Agency (“MPCA”) relating to alleged violations on the Cliffs Erie Property. This consent decree required both short and long-term mitigation. Field study activities were completed in 2010 and 2011 and short-term mitigations were initiated in 2011 as outlined in the plans and approved by the MPCA. In April 2012, long-term mitigation plans were submitted to the MPCA for its review and approval. In October 2012, a response was received from the MPCA approving plans for pilot tests of various treatment options to determine the best course of action. Although there is substantial uncertainty related to applicable water quality standards, engineering scope, and responsibility for the financial liability, the October 2012 response from the MPCA and subsequent communication provides clarification to the potential liability for the long-term mitigation included in the Company’s environmental rehabilitation provision. This resulted in a $2.4 million increase to the provision during the year ended January 31, 2014 and a $31.8 million increase to the provision during the year ended January 31, 2013.

  The Company’s best estimate of the environmental rehabilitation provision in the amount of $22,836,000 (Note 8) net of accretion and amounts spent has been recorded as an increase in the carrying amount of the NorthMet Project assets and will be amortized over the life of the asset.

  Interest and loan accretion on the long-term (Note 7) and convertible debt (Note 9) toat January 31, 2012 in the amount of $9,213,0002014 was $51.1 million (January 31, 20112013 - $7,196,000, February 1, 2010$53.5 million) based on estimated cash flows required to settle this obligation in present day costs of $27.3 million (January 31, 2013 - $4,833,000) have been capitalized as part$24.5 million) for Cliffs I and $33.1 million (January 31, 2013 - $33.0 million) for Cliffs II, an annual inflation rate of the cost2.00% (January 31, 2013 – 2.00%) and a risk-free interest rate of the NorthMet Project assets.3.35% (January 31, 2013 – 2.79%). Payments are expected to occur over a period of approximately 34 years.

  As the above assets are not in use, no amortization of these assets has been recorded to January 31, 2012.

  At April 30, 2010, certain equipment was classified as assets held for sale. During the year-ended January 31, 2011, these assets were written down to fair value less estimated cost to sell, resulting in a loss of $520,000. During the quarter ended January 31, 2012 the assets were sold for a gain of $72,000.

  F-1914

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  7.	Long Term Debt
  	Pursuant to Asset Purchase Agreement II (Note 6) the Company’s wholly owned subsidiary PolyMet US signed two notes payable to Cliffs in the amountsDetails of $7,000,000 and $7,000,000, respectively.
  	The first note was interest bearing at the Wall Street Journal Prime Rate and was being paid in quarterly instalments equal to $250,000 with the first payment on December 31, 2006, with the balance repayable upon receipt of commercial financing, for total repayment of $7,000,000.
  	The second note was interest bearing at the Wall Street Journal Prime Rate and was being paid in quarterly instalments equal to $250,000 commencing on December 31, 2009 for total repayment of $7,000,000 with final payment due on December 31, 2011. No interest was payable on the second note until December 31, 2009. Accordingly it was fair valued, for balance sheet purposes, by discounting it at 8.25%, the rate of interest on the first note when it was entered.
  	If PolyMet were to default on individual elements of the transactions with Cliffs, the assets associated with the default could revert to Cliffs’ control.
  	Both of these notes were repaid in full in December 2011.
  	On June 30, 2011 PolyMet closed a $4,000,000 loan from Iron Range Resources & Rehabilitation Board ("IRRRB"), a development agency created by the State of Minnesota to stabilize and enhance the economy of northeastern Minnesota. At the same time, the Company exercised its options to acquire two tracts of land as part of a proposed land exchange with the U.S. Forest Service (“USFS”). The loan is secured by the land acquired, carries a fixed interest rate of 5% per annum, compounded annually, and is repayable on the earlier of June 30, 2016 or the date which the related land is exchanged with the USFS. PolyMet has issued warrants giving the IRRRB the right to purchase 400,000 shares of its common shares at $2.50 per share at any time until the earlier of June 30, 2016 the date the land is exchanged with the USFS and an alternate date as determined between the parties as the due date of the loan.
  	The Company has accounted for the IRRRB loan and the 400,000 common share warrants by allocating the $4,000,000 between the debt and the warrants by fair valuing the debt using a discount rate of 8% and allocating the residual of $550,124 to the warrants.
  	As at January 31, 2012, the outstanding long term debt wasLong Term Debt are as follows:

  
  

  			January			January 31,			February 1,
  			31, 2012			2011			2010
  	Note payable	$	3,450		$	8,500		$	10,499
  	Accrued interest and accretion		222			25			30
  	Total Debt		3,672			8,525			10,529
  	Less current portion		-			(6,750	)		(2,000	)
  	Long term debt	$	3,672		$	1,775		$	8,529

  			Year ended			Year ended
  			January 31,			January 31,
  			2014			2013
  	Long Term Debt – beginning of year	$	3,950		$	3,672
  	Accretion and capitalized interest		326			278
  	Long Term Debt – end of year		4,276			3,950
  	Less current portion		-			-
  	Non-current portion	$	4,276		$	3,950

  F-20On June 30, 2011 the Company closed a $4.0 million loan from Iron Range Resources & Rehabilitation Board ("IRRRB"), a development agency created by the State of Minnesota to stabilize and enhance the economy of northeastern Minnesota. At the same time, the Company exercised its options to acquire two tracts of land as part of the proposed land exchange with the U.S. Forest Service (“USFS”). The loan is secured by the land acquired, carries a fixed interest rate of 5% per annum, compounded annually, and is repayable on the earlier of June 30, 2016 or the date which the related land is exchanged with the USFS (not expected to occur within 12 months from January 31, 2014). The Company has issued warrants giving the IRRRB the right to purchase 400,000 shares of its common shares at $2.50 per share at any time until the earlier of June 30, 2016, the date the land is exchanged with the USFS or an alternative date as determined between the parties as the due date of the loan (“IRRRB Warrants”). Effective July 5, 2013, the Company increased the number of common shares issuable to 461,286 and reduced the exercise price to $2.1678, to reflect the dilutive effect of the 91.6 million common shares that were issued at $0.66 per share in connection with the Rights Offering (Note 10). All long term debt borrowing costs were eligible for capitalization and 100% of these costs were capitalized during the year ended January 31, 2014.

  Pursuant to Cliffs II (Note 4) the Company signed two notes payable to Cliffs totaling $14.0 million. The first note was paid in quarterly installments equal to $0.250 million with the first payment on December 31, 2006 for total repayment of $7.0 million with the balance due upon receipt of production financing. The second note was paid in quarterly installments equal to $0.250 million commencing on December 31, 2009 for total repayment of $7.0 million with the balance due on December 31, 2011. Both of these notes were repaid in full in December 2011.

  15

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  8.	Environmental Rehabilitation Provision
  	As part of the consideration for the Cliffs Purchase Agreements (Note 6), the Company indemnified Cliffs for the liability for final reclamation and closure of the acquired property.
  	Federal, state and local laws and regulations concerning environmental protection affect the Company’s operations. Under current regulations, the Company is contracted to indemnify Cliff’s requirement to meet performance standards to minimize environmental impact from operations and to perform site restoration and other closure activities. The Company’s provisions for future site closure and reclamation costs are based on known requirements. It is not currently possible to estimate the impact on operating results, if any, of future legislative or regulatory developments. The Company’s estimate of the present value of the obligation to reclaim the NorthMet Project is based upon existing reclamation standards at January 31, 2012 and under IFRS. Once the Company obtains its permit to mine the environmental and reclamation obligations will be direct with the governing bodies.
  	The Company’s best estimate of the environmental rehabilitation provision at January 31, 2012 was $22,836,000 (January 31, 2011 - $15,719,000, February 1, 2010 - $13,699,000). This best estimate was based upon an January 31, 2012 undiscounted future cost of $23.9 million (January 31, 2011 - $24.4 million, February 1, 2010 - $21.6 million) for the first Cliffs transaction and $2.0 million (January 31, 2011 - $2.1 million, February 1, 2010 - $2.0 million) for Cliffs II, an annual inflation rate of 2.00%, risk-free interest rate of 2.55%, a mine life of 20 years and a reclamation period of 9 years. The revision in estimated cash flow balance during the period of $7,894,000 is mostly due to the decrease in the risk-free interest rate from 4.33% to 2.55% during the period.
  	In April 2010, Cliffs entered into a consent decree with the Minnesota Pollution Control Agency (“MPCA”) relating to alleged violations on the Cliffs Erie Property. This consent decree required submission of Field Study Plan Outlines and Short Term Mitigation Plans, which have been approved by the MPCA. In April 2012, long-term mitigation plans were submitted to the MPCA for its review and approval, such approval remains outstanding to date. As part of its prior transactions with Cliffs (Note 6), PolyMet has agreed to indemnify Cliffs for certain on-going site environmental liabilities.
  	There is substantial uncertainty related to the cost of implementation of the Long Term Mitigation Plan related to uncertainty about applicable water quality standards, the engineering scope and cost of mitigation required to meet those standards, and responsibility for the financial liability. As such, the Company is unable to estimate the liability for the Long Term Mitigation Plan at January 31, 2012. Outcomes that are unfavorable to us could result in material additional liability. The Company has included its best estimate of the liabilities related to this consent decree in its environmental rehabilitation provision for the year ended January 31, 2012.

  F-21

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  8.	Environmental Rehabilitation Provision - Continued

  Adjustments to the provision were as follows:

  			Year ended			Year ended
  			January 31,			January 31,
  			2012			2011
  	Balance – beginning of year	$	15,719		$	13,699
  	Liabilities incurred		-			-
  	Liabilities discharged		(1,127	)		(457	)
  	Accretion expense		350			480
  	Revisions in estimated cash flows		7,894			1,997
  	Total environmental rehabilitation provision		22,836			15,719
  	Less current portion		(828	)		(1,408	)
  	Balance – end of year	$	22,008		$	14,311

  F-22

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  9.	Glencore Financing
  	DetailsSince October 31, 2008 the Company and Glencore have entered into a series of fair valuefinancing agreements and a marketing agreement whereby Glencore committed to purchase all of the Company’s production of concentrates, metal, or intermediate products on market terms at the time of delivery for at least the first five years of production. As part of the 2013 financing agreement, PolyMet and Glencore convertible debentures,entered into a Corporate Governance Agreement whereby from January 1, 2014 as amended, werelong as follows:

  
  

  			Year ended			Year ended
  			January 31,			January 31,
  			2012			2011
  	Balance – beginning of year	$	27,631		$	24,866
  	Fair value adjustment on refinancing		-			706
  	Accretion and accrued interest		1,387			2,059
  	Balance – end of year	$	29,018		$	27,631

  Since October 31, 2008 the Company and Glencore have entered into a series of financing agreements and a marketing agreement whereby Glencore committed to purchase all of our production of concentrates, metal, or intermediate products on market terms at the time of delivery, for at least the first five years of production. PolyMet agreed to propose to shareholders the election of Stephen Rowland, a senior executive of Glencore, as a director and alsoGlencore holds 10% or more of PolyMet's shares (on a fully diluted basis) Glencore shall have the right, but not obligation to designate at least one director and not more than the number of directors proportionate to Glencore's fully diluted ownership of PolyMet, rounded down to the nearest whole number, such number to not exceed 49% of the total board. PolyMet previously appointed a senior member of Glencore's technical team to PolyMet's Technical Steering Committee.

  The financing agreements comprise $25.0 million initial principal Series A-D debentures in calendar 2008 drawn in four tranches (Note 9), $25.0 million placement of PolyMet common shares in calendar 2009 in two tranches, 30.0 million placement of PolyMet common shares in calendar 2010 in three tranches (the “2010 Agreement”), $20.0 million placement of PolyMet common shares in calendar 2011 in one tranche (the “2011 Agreement”), and $20.960 million purchase of PolyMet common shares in the Rights Offering (the “2013 Agreement”). As a result of the series of financing transactions and the purchase by Glencore of PolyMet common shares previously owned by Cliffs, Glencore's current ownership and ownership rights of PolyMet comprises:

  
  

  	•	41,967,84278,724,821 shares representing 23.6%28.6% of PolyMet's issued sharesshares;
  	•	$2525.0 million initial principal floating rate secured debentures due September 30, 2014.2014 (Note 9). Including capitalized and accrued interest as of Marchat January 31, 2012,2014, these debentures are exchangeable at $1.50$1.2920 per share into 19,510,19624,741,611 common shares of PolyMet upon PolyMet giving Glencore notice that it has received permits necessary to start construction of the NorthMet project and availability of senior construction finance in a form reasonably acceptable to Glencore.Glencore or are repayable on September 30, 2014. Subsequent to January 31, 2014, the Company obtained an extension of the due date to the earlier of (i) PolyMet giving Glencore ten days’ notice that PolyMet has received permits necessary to start construction of NorthMet and availability of senior construction finance, in a form reasonably acceptable to Glencore (the "Early Maturity Event"), and (ii) September 30, 2015 (see Note 17). The exercise price of the exchange warrants and the number of warrants are subject to conventional anti-dilution provisions; and
  	•	Glencore has subscribed to 5 million common shares at $2.00 per share no later than October 15, 2012.
  	•	Glencore holds warrants to purchase 5.66,458,001 million common shares at $1.50$1.3007 per share at any time until December 31, 2015, subject to mandatory exercise if the 20-day Value Weighted Average Price (“VWAP”) of PolyMet common shares is equal to or greater than 150% of the exercise price and PolyMet provides notice to Glencore that it has received permits necessary to start construction of the North Met ProjectNorthMet and availability of senior construction finance, in a form reasonably acceptable to Glencore. The exercise price of the purchase warrants and the number of warrants are subject to conventional anti-dilution provisions.

  If Glencore were to exercise all of its rights and obligations under these agreements, it would own 72,078,038109,924,433 common shares of PolyMet, representing 34.7%35.8% on a partially diluted basis, that is, if no other options or warrants were exercised or 33.5% on a fully diluted basis.

  2008 Agreement

  On October 31, 2008, the Company entered into a financing with Glencore for an aggregate of $50 million floating rate secured debentures which were due on September 30, 2011 (the "Debentures") to be issued by PolyMet US, and guaranteed by the Company. The Debentures bear interest at 12-month US dollar LIBOR plus 4%, compounded quarterly. Interest is payable in cash or by increasing the principal amount of the Debentures, at PolyMet’s option, for payments on or before September 30, 2009, and at Glencore’s option thereafter. At January 31, 2012, $4,018,000 of interest had been added to the principal amount of the debt since inception. The Company has provided security on the Debentures covering all of the assets of PolyMet and PolyMet US, including a pledge of PolyMet’s 100% shareholding in PolyMet US. The due date of the Debentures was extended under the 2010 and 2011 Agreements.

  F-2316

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  The Debentures were exchangeable into common shares of PolyMet, at Glencore’s option, at $4.00 per share. The Issuer could, at its option, prepay the Debentures if PolyMet’s shares trade at a 20-day volume weighted average price (“VWAP”) equal to or exceeding $6.00, at which time, and at Glencore’s option, Glencore could exchange the Debentures for common shares of PolyMet within 30 days in lieu of payment. Repayment between October 1, 2009 and September 30, 2010 would have been at 105% of the then outstanding principal of the Debentures, repayment between October 1, 2010 and September 30, 2011 would have been at 102.5% of the outstanding principal. The terms of exchange were amended under the 2011 Agreement.

  $7.5 million of the Debentures were issued on October 31, 2008, an additional $7.5 million on December 22, 2008, $5 million on June 18, 2009 and $5 million on August 31, 2009.

  Glencore’s commitment to purchase, and the Company’s commitment to issue, the final $25 million of Debentures was cancelled under the 2010 Agreement described below.

  F-24

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  8.	On October 31, 2008, PolyMet issued to Glencore warrants (”Glencore Warrants”) to purchase 6.25 million common shares of PolyMet at $5.00 if exercised before the NorthMet Project entered into commercial production, or $6.00 thereafter. The Glencore Warrants were amended under the 2009 Agreement and cancelled under the 2010 Agreement described below.
  	The Company accounted for the initial $7.5 million of the Debentures and the Glencore Warrants by allocating the $7.5 million to the warrants and debt based on their fair values, with the residual attributed to the exchangeable feature of the debt. The debt was fair valued using the difference between 9% and the 12 month LIBOR rate at October 31, 2008 plus 4% (7.2075%). Costs related to the financing of $652,000 were recorded against the convertible debt.
  	The Company accounted for the second, third and fourth advances of $7.5 million, $5 million and $5 million, respectively, of the Debentures by allocating the principal amounts to the debt based on its fair value and the residual to the exchangeable feature of the debt. The debt was fair valued using the difference between 9% and the 12 month LIBOR rate at October 31, 2008 plus 4% (7.2075%). Costs related to the financings of $43,000, $16,000 and $12,000, respectively, were recorded against the convertible debt.Financing-Continued
  	20092011 Agreement
  	On November 17, 2009, the Company agreed to modify certain terms of the above transaction. Under the new terms the Glencore Warrants entitled Glencore to purchase 6.25 million common shares of PolyMet at $3.00 at any time on or before September 30, 2011. The incremental $158,000 increase in the fair value of the warrants due to the warrant exchange was debited to warrant amendment expense and credited to the warrants and share-based payment reserve. These warrants were cancelled as part of the November 2010 agreements described below.
  	On November 17, 2009, PolyMet agreed to modify the terms of the final $25 million Tranche E of the $50 million Debenture with Glencore such that Tranche E, if drawn, could be exchanged at $2.65 per share. The first four tranches totalling $25 million (excluding capitalized interest) that had already been drawn would continue to be exchangeable at $4.00 per share.
  	On November 17, 2009 PolyMet agreed to sell 9,433,962 common shares of the Company to Glencore at $2.65 per share for gross proceeds of $25 million. Closing and funding occurred in two transactions. On November 24, 2009, the Company closed the first tranche of 3,773,585 common shares at $2.65 per share for gross proceeds of $10 million. On January 26, 2010, the Company closed the second tranche of 5,660,377 common shares at $2.65 per common share for gross proceeds of $15 million. Transactions costs for these two financings totalled $499,000.
  	2010 Agreement
  	On November 12, 2010, the Company renegotiated its debenture financing from Glencore. The agreed amendments to the debenture financing were as follows:

  
  

  The maturity date of the $25 million in outstanding debentures, plus interest, was extended from September 30, 2011 to September 30, 2012. The Issued Debentures continued to be exchangeable into common shares of PolyMet at $4.00 per share, as agreed to in 2008.

  F-25

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  9.	Glencore Financing-Continued

  
  

  	•	Cancellation of Glencore’s commitment to purchase, and the Company’s commitment to issue, $25 million of Tranche E Debentures which were to be issued upon publication of the Final Environmental Impact Statement, receipt of a term sheet for construction financing, and other customary conditions.
  	•	Cancellation of warrants to purchase 6.25 million common shares of PolyMet at $3.00 per share at any time until September 30, 2011 issued to Glencore in connection with the Debentures, and
  	•	Issuance of warrants (the "2010 Warrants") to purchase 3 million common shares of PolyMet at $2.00 per share at any time until December 31, 2015, issued to Glencore in consideration of the amendments listed above. The terms of these warrants were amended under the 2011 Agreement.

  On November 12, 2010, the Company entered into a definitive agreement with Glencore to sell to Glencore in a private placement 15 million common shares at $2.00 per share for gross proceeds of $30 million, before deducting estimated offering expenses. Completion of the sale of these shares and funding occurred or are expected to occur in the following three tranches subject, in each case, to certain closing conditions:

  	•	Tranche 1 of $10 million (closed on January 17, 2011);
  	•	Tranche 2 of $10 million (closed on July 15, 2011), and
  	•	Tranche 3 of $10 million will close on the earlier of (i) the date of the Company’s funding requirement as set forth in a budget agreed between PolyMet and Glencore, ii) within ten business days following receipt by PolyMet of key permits, in a form reasonably acceptable to Glencore, that will enable the start of construction of the Project, and iii) October 15, 2012.

  Glencore was also granted a right of first refusal to provide all material financings, subject to regulatory approval as long as it owns 10% or more of the issued and outstanding shares of PolyMet. As long as Glencore owns more than 5% of the issued and outstanding shares of PolyMet, it has the right to participate in any equity-related financing to maintain its partially diluted ownership interest (currently 23.6% of issued and 34.7% on a partially diluted basis).

  In accordance with IFRS, the November 12, 2010 transaction has been accounted for as an extinguishment of the existing convertible debt at that date with a book value of $26.546 million and reissuance of new convertible debt. Therefore all of the costs associated with the transaction have been recorded as a non-cash expense in the statement of loss and comprehensive loss of $2.931 million, comprising:

  	•	The change in fair value of the conversion feature resulting from its term being extended from September 30, 2011 to September 30, 2012 of $1.633 million;
  	•	The difference in fair value between the warrants to purchase 6.25 million common shares at $3.00 per share exercisable until September 30, 2011 and the warrants to purchase 3 million common shares at $2.00 per share exercisable until December 31, 2015 of $3.217 million;
  	•	The amounts of discount and deferred costs remaining to be accreted and amortized over the life of the debt of $706,000, less

  F-26

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  9.	Glencore Financing-Continued

  
  

  The premium of $2.625 million resulting from the price of the common shares sold or to be sold to Glencore compared with the market price at the time of the arrangement.

  The $875,000 of premium attributable to the first tranche of the financing was debited to share capital and credited to equity reserves – share premium in fiscal 2011 and the $875,000 of premium attributable to the second tranche of the financing was debited to share capital and credited to equity reserves share premium in fiscal 2012.

  2011 Agreement

  On November 30, 2011, PolyMet and Glencore entered into a definitive agreement to:

  
  

  	•	Sell in a private placement to Glencore, 13,333,333 common shares at $1.50 per share for gross proceeds of $20$20.0 million (before deducting offering expenses) and issue to Glencore warrants (the 2011 Warrants) to purchase 2,600,000 common shares of PolyMet at $1.50 per share at any time until December 31, 2015, subject to mandatory exercise if the 20-day Value Weighted Average Price (“VWAP”)VWAP of PolyMet shares is equal to or greater than 150% the exercise price and PolyMet provides notice to Glencore that it has received permits necessary to start construction of the North Met ProjectNorthMet and availability of senior construction finance, in a form reasonably acceptable to Glencore. Following satisfactionEffective July 5, 2013, the Company increased the number of common shares issuable to 2,998,358 and reduced the exercise price to $1.3007, to reflect the dilutive effect of the conditions for mandatory exercise, if Glencore does not elect to exercise91.6 million common shares that were issued in connection with the 2011 Warrants, the 2011 Warrants will expire.Rights Offering (Note 10). Approximately $7.0 million of the proceeds from the sale of these shares werewas used to repay outstanding notes (including interest) to Cliffs Natural Resources Inc. (Note 7);
  	•	Extend the term of the $25$25.0 million initial principal debentures from September 30, 2012 to the earlier of i)(i) PolyMet giving Glencore ten daysdays’ notice that PolyMet has received permits necessary to start construction of the NorthMet project and availability of senior construction finance, in a form reasonably acceptable to Glencore (the "Early Maturity Event"), and ii)(ii) September 30, 2014, on which date all principal and interest accrued to such date will be due and payable. Upon occurrence of the Early Maturity Event and at the Company’s option, the initial principal and capitalized interest would have been exchangeable into common shares of PolyMet at $1.50 per share. Effective July 5, 2013, the Company reduced the exchange price to $1.2920, to reflect the dilutive effect of the 91.6 million common shares that were issued at $0.66 per share in connection with the Rights Offering (Note 10). Glencore has the right to exchange some or all of the debentures at any time. Upon occurrence oftime using the Early Maturity Event, the initial principal and capitalized interest will be exchanged into common shares of PolyMet at $1.50 per share,same conversion terms; and
  	•	Amend the terms of the warrants issued to Glencore in the 2010 (the "2010 Warrants”)Agreement to conform to the 2011 Warrants, giving Glencore the right to acquire 3,000,000 common shares of PolyMet at $1.50 per share at any time until December 31, 2015, subject to mandatory exercise if the 20-day VWAP of PolyMet shares is equal to or greater than 150% the exercise price and PolyMet provides notice to Glencore that it has received permits necessary to start construction of the North Met ProjectNorthMet and availability of senior construction finance, in a form reasonably acceptable to Glencore. Following satisfactionEffective July 5, 2013, the Company increased the number of common shares issuable to 3,459,643 and reduced the exercise price to $1.3007, to reflect the dilutive effect of the conditions for mandatory exercise, if Glencore does not elect to exercise91.6 million common shares that were issued in connection with the 2010 Warrants, the 2010 Warrants will expire.Rights Offering (Note 10).

  The transactionstransaction closed on December 6, 2011.

  The December 6, 2011 transaction has been accounted for as a modification of the existing convertible debt at that date with a book value of $28.779 million. Therefore all of the costs associated with the transaction have been recorded within Share Capital, comprising:

  The change in fair value of the conversion feature resulting from its term being extended from September 30, 2012 to September 30, 2014 of $2.400 million;

  F-2717

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  8.	Glencore Financing-Continued
  	2013 Agreement
  	On April 10, 2013, the Company amended its previous financing arrangement and issued a new Tranche E debenture (“2013 Debenture”) with the principal amount of $20.0 million to Glencore and Glencore agreed to a Standby Purchase Agreement (“Standby”) related to a proposed $60.480 million Rights Offering by the Company (Note 10). Under the Standby, Glencore agreed to purchase any common shares offered under the Rights Offering that were not subscribed for by holders of the rights, subject to certain conditions and limitations. The 2013 Debenture carried a fixed interest rate of 4.721% per annum payable in cash monthly and matured on the earlier of (i) closing of the Rights Offering by the Company or (ii) May 1, 2014. The Company provided security by way of a guarantee and by the assets of the Company and its wholly-owned subsidiary. The sale of the 2013 Debenture was consummated on April 11, 2013. The Company accounted for the 2013 Debenture issued initially at fair value and subsequently at its amortized cost. Transaction costs for the financing were $0.103 million. The 2013 Debenture was repaid upon the closing of the Rights Offering on July 5, 2013. All debt borrowing costs were eligible for capitalization and 100% of these costs were capitalized during the year ended January 31, 2014.
  	Glencore purchased PolyMet common shares for $20.960 million in the Rights Offering (Note 10), which closed on July 5, 2013.

  18

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  As at January 31, 2014 and 2013 and for the years ended January 31, 2014, 2013, and 2012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  9.	Glencore Financing-Continued

  
  

  	•	The difference in fair value between the warrants to purchase 3 million common shares at $2.00 per share exercisable until December 31, 2015 and the warrants to purchase 3 million common shares at $1.50 per share exercisable until December 31, 2015 of $177,000;Convertible Debt
  	•	The fair valueDetails of the warrants to purchase 2.6 million common shares at $1.50 per exercisable until December 31, 2015 of $1.708 million, less
  	•	The premium of $4.667 million results from the agreed upon price of the common shares of $1.50 per share, compared with the market price at the time of the arrangement.Convertible Debt are as follows:

  
  

  			Year ended			Year ended
  			January 31,			January 31,
  			2014			2013
  	Convertible Debt – beginning of year	$	30,508		$	29,018
  	Accretion and capitalized interest		1,459			1,490
  	Convertible Debt – end of year		31,967			30,508
  	Less current portion		31,967			-
  	Non-current portion	$	-		$	30,508

  F-28On October 31, 2008, the Company issued $25.0 million of Debentures to Glencore that bear interest at 12-month US dollar LIBOR plus 4%, compounded quarterly. Interest is payable in cash or by increasing the principal amount of the Debentures, at Glencore’s option. At January 31, 2014, $6.967 million (January 31, 2013 - $5.508 million) of interest had been added to the principal amount of the debt since inception. The Company has provided security on the Debentures covering all of the assets of PolyMet and PolyMet US, including a pledge of PolyMet’s 100% shareholding in PolyMet US. The due date of the Debentures is the earlier of (i) PolyMet giving Glencore ten days’ notice that PolyMet has received permits necessary to start construction of NorthMet and availability of senior construction finance, in a form reasonably acceptable to Glencore (the "Early Maturity Event"), and (ii) September 30, 2014, on which date all principal and interest accrued to such date will be due and payable. Subsequent to January 31, 2014, the Company obtained an extension of the due date to the earlier of (i) PolyMet giving Glencore ten days’ notice that PolyMet has received permits necessary to start construction of NorthMet and availability of senior construction finance, in a form reasonably acceptable to Glencore (the "Early Maturity Event"), and (ii) September 30, 2015 (see Note 17). Upon occurrence of the Early Maturity Event and at the Company’s option, the initial principal and capitalized interest would have been exchangeable into common shares of PolyMet at $1.50 per share. Effective July 5, 2013, the Company reduced the exchange price to $1.2920, to reflect the dilutive effect of the 91.6 million common shares that were issued at $0.66 per share in connection with the Rights Offering (Note 10). Glencore has the right to exchange some or all of the debentures at any time under the same conversion terms. All convertible debt borrowing costs were eligible for capitalization and 100% of these costs were capitalized during the year ended January 31, 2014.

  19

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  10.	Share Capital
  	a)	Share Issuances for Cash
  		On July 15, 2011, the Company closed the second tranche of its equity financingthe 2010 Agreement with Glencore for 5,000,000 common shares at $2.00 per share for gross proceeds of $10$10.0 million (Note 9)8). For accounting purposes, the $0.875 million premium over the market price at the time of the arrangement was debited to share capital and credited to equity reserves. Transaction costs for the financing were $22,000. For accounting purposes, the $875,000 was allocated to equity reserves to reflect the premium per share received over the regulatory approved minimum price protection per share.$0.022 million.
  		On December 6, 2011, the Company closed an equity financingthe 2011 Agreement with Glencore for 13,333,333 commons shares at $1.50 per share for gross proceeds of $20$20.0 million (Note 9)8). Transaction costs for the financing were $171,000.$0.171 million.
  		On October 15, 2012, the Company closed the third tranche of the 2010 Agreement with Glencore for 5,000,000 common shares at $2.00 per share for gross proceeds of $10.0 million (Note 8). For accounting purposes, the $0.875 million premium over the market price at the time of the arrangement was debited to share capital and credited to equity reserves. Transaction costs for the financing were $0.018 million.
  		On May 24, 2013, the Company filed the final prospectus for an offering of rights ("Rights") to holders of common shares of the Company to raise up to $60.480 million in gross proceeds. Every shareholder received one Right for each common share owned on June 4, 2013, the Record Date, and two Rights entitled the holder to acquire one new common share of the Company at $0.66 per share. The Rights expired on July 3, 2013.
  		Under the terms of a Standby Purchase Agreement, Glencore agreed to purchase any common shares not subscribed for by holders of Rights, subject to certain conditions and limitations guaranteeing a minimum of $53.0 million in gross proceeds. Because the Rights Offering was oversubscribed, Glencore did not purchase any shares under its standby commitment.
  		Upon the closing of the Rights Offering on July 5, 2013, the Company issued a total of 91,636,202 common shares for gross proceeds of $60.480 million. Expenses and fees relating to the Rights Offering were $2.108 million, including the $1.061 million standby commitment fee paid to Glencore, and reduced the gross proceeds recorded as share capital. The closing of the Rights Offering triggered customary anti-dilution provisions for outstanding warrants, share options, and unissued restricted share units.
  		During the year ended January 31, 2012,2014 the Company issued 1,185,000no shares (January 31, 20112013 – 845,000)185,000) pursuant to the exercise of share options for total proceeds of $902,000$nil (January 31, 20112013 - $808,000)$0.148 million).
  	b)	Share Options and Restricted Shares
  		Effective May 25, 2007, the Company adopted an Omnibus Share Compensation Plan (“Share Option Plan”), which was approved by the Company’s shareholders’ on June 27, 2007. The Share Option Plan covers the Company’s employees, directors, officers and consultants. The options are granted for varying terms ranging from two to seven years. The maximum number of common shares under the share option plan shall not exceed (i) 10% of the outstanding common shares of the Company at the time of granting of the options and (ii) 18,592,888 common shares of the Company, of which 3,967,500 common shares are reserved for issuance as awards other than options including the bonus shares (Note 16a)) and the restricted shares noted below.
  		Details of share option activity were as follows:

  
  

  			January 31, 2012			January 31,
  						2011
  	Outstanding - Beginning of period		11,630,000			13,075,000
  	Granted		750,000			300,000
  	Forfeited		-			(900,000	)
  	Exercised		(1,185,000	)		(845,000	)
  	Outstanding - End of period		11,195,000			11,630,000

  The weighted average share price on the dates the above options were exercised was $1.78 in the current year (prior year - $1.74) .

  F-2920

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  10.	Share Capital-Continued
  	b)	Share Options and Restricted Shares -ContinuedShare-Based Compensation
  		As atThe Omnibus Share Compensation Plan (“Omnibus Plan”) was created to align the interests of the Company’s employees, directors, officers and consultants with those of shareholders. Effective May 25, 2007, the Company adopted the Omnibus Plan, which was approved by the Company’s shareholders’ on June 27, 2007, modified and further ratified and reconfirmed by the Company’s shareholders most recently on July 10, 2012. The Omnibus Plan restricts the award of share options, restricted shares, restricted share units, and other share-based awards to 10% of the common shares issued and outstanding on the grant date, excluding 2,500,000 common shares pursuant to an exemption approved by the Toronto Stock Exchange.
  		During the year ended January 31, 2012,2014, the following director, officer, consultantCompany recorded $2.311 million for share-based compensation (January 31, 2013 - $2.679 million) with $1.697 million expensed to share-based compensation (January 31, 2013 - $2.255 million) and employee$0.614 million capitalized to mineral property, plant and equipment (January 31, 2013 - $0.424 million). The offsetting entries were to paid-in share capital and to warrants and share-based payment reserve. Total share-based compensation for the year includes $1.405 million for share options were outstanding:(January 31, 2013 - $1.644 million), $0.368 million for restricted shares and restricted share units (January 31, 2013 - $0.240 million), and $0.538 million for issuance of 548,985 unrestricted shares (January 31, 2013 - $nil). The prior year period included $0.795 million related to the three year term extension as a result of the option modification of 14,420,000 options outstanding at July 10, 2012.

  
  

  									Number of
  			Exercise Price			Exercise Price			options
  	Expiry Date		(US$)			(CDN$)			outstanding
  	March 30, 2012		0.65*			0.65			50,000
  	May 1, 2012		0.85*			0.85			135,000
  	June 15, 2012		0.94*			0.94			40,000
  	September 19, 2012		1.35*			1.36			1,240,000
  	October 24, 2012		1.20*			1.20			200,000
  	December 5, 2012		1.15*			1.15			125,000
  	March 20, 2013		2.75*			2.76			2,400,000
  	June 19, 2013		2.96*			2.97			325,000
  	September 1, 2013		3.81*			3.82			300,000
  	September 22, 2013		3.50*			3.51			75,000
  	January 5, 2014		3.29*			3.30			525,000
  	February 13, 2014		2.99						1,250,000
  	March 12, 2014		2.92						250,000
  	March 23, 2014		2.89						50,000
  	September 4, 2014		3.00						360,000
  	December 12, 2014		3.05						205,000
  	January 11, 2015		3.03						70,000
  	January 31, 2015		2.87						100,000
  	February 15, 2015		2.72						500,000
  	June 2, 2015		3.92						100,000
  	July 30, 2015		3.22						175,000
  	January 30, 2016		0.82						585,000
  	February 17, 2016		0.82						910,000
  	October 15, 2016		2.67						115,000
  	January 8, 2017		3.54						60,000
  	January 25, 2018		2.17						300,000
  	March 10, 2018		2.04						750,000
  	Weighted average exercise price and total number of options outstanding		2.32						11,195,000

  * For information purposes, those options issued in Canadian dollars have been translated to the Company’s reporting currency using the exchange rate as at January 31, 2012.

  As at January 31, 2012 all options had vested and were exercisable, with the exception of 1,812,500, which vest upon completion of specific targets.

  Subsequent to year end, on March 8, 2012, the Company granted 1,150,000 options to certain independent directors and management with an average exercise price of USD$1.19 per option.

  F-3021

  ---

  
  

  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  10.	Share Capital-Continued
  	c)	Share-Based CompensationShare Options
  		During the year ended January 31, 2012, the Company granted 750,000Details of share options to directors with an average exercise price of $2.04 per option. The fair value of these options was estimated at the date of grant using the Black-Scholes Option Pricing Model with the following weighted average assumptions:are as follows:

  
  

  	Risk-free interest rate	1.71%
  	Expected dividend yield	Nil
  	Expected forfeiture rate	Nil
  	Expected share price volatility	75.18%
  	Expected option life in years	1.40

  			Year ended						Year ended
  			January 31, 2014						January 31, 2013
  						Weighted						Weighted
  						Average						Average
  						Exercise						Exercise
  			Options			Price (US$)			Options			Price (US$)
  	Outstanding – beginning of period		14,920,000			1.94			11,195,000			1.57
  	Granted		4,639,000			0.97			4,375,000			0.97
  	Exercised		-			-			(185,000	)		1.12
  	Expired		(750,000	)		2.60			(40,000	)		0.94
  	Forfeited		(150,000	)		2.75			-			-
  	Cancelled		-			-			(425,000	)		2.73
  	Anti-dilution price adjustment		-			(0.26	)		-			-
  	Outstanding – end of period		18,659,000			1.41			14,920,000			1.94

  Effective July 5, 2013, the Company reduced the exercise price of all options that were outstanding prior to the Rights Offering, to reflect the dilutive effect of the 91.6 million common shares that were issued at $0.66 per share in connection with the Rights Offering. The expected forfeiture rate reflectsadjustment did not impact the Company's expectations that its key staff and directors who have received incentive options will continue to work for the Company. The Company has no current plans to reduced staffing levels and anticipates that the likelihood of resignations will diminish as the permitting process proceeds.financial statements.

  The weighted fair value of share options granted duringwas estimated at the date of grant using the Black-Scholes Option Pricing Model with the following weighted average assumptions:

  		Year ended	Year ended
  		January 31, 2014	January 31, 2013
  	Risk-free interest rate	0.23% to 0.44%	0.27% to 0.50%
  	Expected dividend yield	Nil	Nil
  	Expected forfeiture rate	Nil	Nil
  	Expected volatility	76.04% to 90.43%	96.90% to 125.92%
  	Expected life in years	1.62 to 2.00	2.25 to 3.00
  	Weighted average fair value of each option	$0.28	$0.43

  The expected volatility reflects the Company’s expectation that historical volatility over a period was $0.68. Option pricing models requiresimilar to the input of highly subjective assumptions including the estimatelife of the share price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models dooption is indicative of future trends, which may or may not necessarily provide a reliable single measure ofbe the fair value of the Company’s share options.actual outcome.

  During the year ended January 31, 2012, the Company recorded $962,000 for share-based compensation in its accounts as an expense of $625,000 and as a debit to mineral property, plant and equipment of $337,000, with the offsetting entries to warrants and share-based payment reserve.

  During the year ended January 31, 2012, the Company granted bonuses comprising 327,500 restricted shares for U.S. employees and consultants and restricted share units for Canadian employees and consultants. 50% of each award to be issued upon receipt of permits and the balance to be issued upon the start of production. The restricted shares had a fair value of $668,000 which is being amortized over the vesting periods. During the current year, the Company recorded $274,000 for share-based compensation relating to these units in its accounts as an expense of $95,000 and as a debit to mineral property, plant and equipment of $179,000, with the offsetting entries to warrants and share-based payment reserve. These amounts are included in the totals in the preceding paragraph. 259,000 shares of the restricted shares were issued in trust to a third party.

  F-3122

  ---

  
  

  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  10.	Share Capital-Continued
  	c)	Share Based CompensationOptions-Continued
  		During the year endedDetails of share options outstanding as at January 31, January 2011, the Company granted 300,000 options to directors, officers, consultants and employees with an average exercise price of USD$2.20 per option. The fair value of these options was estimated at the date of grant using the Black-Scholes Option Pricing Model with the following weighted average assumptions:2014 are as follows:

  
  

  	Risk-free interest rate	1.68%
  	Expected dividend yield	Nil
  	Expected                   Number of         Exercise Price     Exercise Price     options     Expiry Date   (US$) **     (CDN$) **     outstanding     September 19, 2015   1.0551     1.1793 *     1,190,000     October 24, 2015   0.9309     1.0405 *     200,000     December 5, 2015   0.8922     0.9972 *     125,000     March 20, 2016   2.1412     2.3932 *     1,950,000     April 1, 2016   1.0232           250,000     June 19, 2016   2.3041     2.5753 *     325,000     September 1, 2016   2.9635     3.3123 *     300,000     September 25, 2016   1.0000           750,000     January 5, 2017   2.5601     2.8614 *     525,000     February 13, 2017   2.5926           500,000     March 12, 2017   2.5319           250,000     March 23, 2017   2.5059           50,000     September 4, 2017   2.6013           360,000     December 12, 2017   2.6447           205,000     January 11, 2018   2.6273           70,000     January 31, 2018   2.4886           100,000     February 15, 2018   2.3585           500,000     June 2, 2018   3.3990           100,000     July 30, 2018   2.7921           175,000     January 30, 2019   0.7110           585,000     February 17, 2019   0.7110           910,000     October 15, 2019   2.3152           115,000     January 8, 2020   3.0695           60,000     January 25, 2021   1.8816           300,000     March 10, 2021   1.7689           750,000     March 8, 2022   1.0318           1,150,000     April 2, 2022   1.0058           100,000     June 21, 2022   0.7613           2,500,000     July 9, 2022   0.7240           125,000     July 11, 2022   0.8237           150,000     July 25, 2022   0.8671           50,000     January 7, 2023   0.7977           300,000     April 3, 2023   0.9972           100,000     October 2, 2023   0.8200           100,000     December 16, 2023   0.9520           2,100,000     January 9, 2024   0.9300           200,000     January 17, 2024   0.9800           1,139,000     Weighted average exercise price and total number of options outstanding   1.4076         18,659,000   * For information purposes, those share price volatility	64.79%
  	Expected option life in years	1.50

  The weighted fair value of options granted during the period was $0.73. Option pricing models require the input of highly subjective assumptions including the estimate of the sharewith an exercise price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable single measure of the fair value ofCanadian dollars (“CDN”) have been translated to the Company’s share options.

  During the year ended 31 January 2011, the Company recorded $275,000 for share based compensation in its accounts as an expense of $93,000 and a debit to mineral property, plant and equipment of $182,000, with the offsetting entries going to contributed surplus. During the year ended 31 January 2011, the Company also recorded a debit to contributed surplus and a credit to share based compensation expense of $212,000 to reverse prior accounting for share options which had yet to vest and were forfeited in the period.

  During the year ended 31 January 2010, the Company granted 1,585,000 options to directors, officers, consultants and employees with an average exercise price of USD$1.14 per option. The fair value of these options was estimated at the date of grantreporting currency using the Black-Scholes Option Pricing Model with the following weighted average assumptions:

  	Risk-free interest rate	1.30% to 1.69%
  	Expected dividend yield	Nil
  	Expected share price volatility	81.97% to 107.32%
  	Expected option life in years	2.33

  The weighted fair valueexchange rate as at January 31, 2014 of options granted during the period was $0.56. Option pricing models require the input of highly subjective assumptions including the estimate of the share price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s share options.

  During the year ended 31 January 2010, the Company recorded $1,240,000 for share based compensation in its accounts as an expense of $915,000 and a debit to mineral property, plant and equipment of $325,000, with the offsetting entries going to contributed surplus. The total for the year included the amortization of the fair value cost of existing share options and the impact of the two year extension of the term of all options outstanding at 24 June 2009 ($339,000)1.00 US$ = 1.1177 CDN$.

  F-3223

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  10.	Share Capital-Continued
  	d)c)	Warrants and Share-Based Payment ReserveShare Options-Continued
  		The warrants and share-based payment reserve represents accumulated share-based compensation expense and warrants issued,** Effective July 5, 2013, the Company reduced by the fair valueexercise price of all options that were outstanding prior to the Rights Offering, to reflect the dilutive effect of the 91.6 million common shares that were issued at $0.66 per share in connection with the Rights Offering. The adjustment did not impact the financial statements.
  		As at January 31, 2014 all share options had vested and warrants exercised.were exercisable, with the exception of 2,770,833, which vest upon completion of specific targets (EIS – 160,000; Permits – 1,113,333; Construction – 662,500; Start of Commercial Production – 300,000; Other – 535,000).
  	d)	Restricted Shares and Restricted Share Units
  		Details wereof restricted shares and restricted share units are as follows:

  
  

  			Year ended			Year ended
  			January 31,			January 31,
  			2012			2011
  	Balance – Beginning of year	$	37,920		$	37,591
  	Fair value of share-based compensation		962			63
  	Refinancing of convertible debt(Note 9)		4,285			2,225
  	Bonus Shares for Milestones 4 cost amortization(Note16a))		1,235			1,593
  	Forfeiture of Bonus Shares for Milestone 4(Note 16a))		-			(1,682	)
  	Deferred income tax charge(Note 10e)		(657	)		(1,390	)
  	Long-term debt – warrants to IRRRB(Note 10e))		550			-
  	Fair value of share options and warrants exercised		(663	)		(480	)
  	Balance – End of year	$	43,632		$	37,920

  
  

  	e)	Share Purchase Warrants
  		Details of share purchase warrant activity were as follows:

  
  

  			January 31, 2012						January 31, 2011
  						Weighted						Weighted
  						Average						Average
  						Exercise						Exercise
  			Warrants			Price			Warrants			Price
  	Warrants outstanding - beginning of year		7,010,000			4.00			15,202,046			3.74
  	Expired(Note 10e))		(4,010,000	)		5.00			(4,942,046	)		3.23
  	Cancelled(Note 9)		-			-			(6,250,000	)		3.00
  	Amended(Note 9)		(3,000,000	)		2.00			-			-
  	Amended(Note 9)		3,000,000			1.50			-			-
  	Issued(Notes7 and 9)		3,000,000			1.63			3,000,000			2.00
  	Warrants outstanding – end of year		6,000,000			1.57			7,010,000			4.00

  			Year ended			Year ended
  			January 31, 2014			January 31, 2013
  	Outstanding - beginning of period		785,882			327,500
  	Granted		909,574			458,382
  	Vested		(91,353	)		-
  	Anti-dilution quantity adjustment		11,407			-
  	Outstanding - end of period		1,615,510			785,882

  F-33Effective July 5, 2013, the Company increased the number of common shares issuable for all restricted stock units outstanding prior to the Rights Offering, to reflect the dilutive effect of the 91.6 million common shares that were issued at $0.66 per share in connection with the Rights Offering. The adjustment did not impact the financial statements.

  During the year ended January 31, 2014, the Company granted 909,574 restricted share units to employees which vest upon start of construction or December 31, 2015, whichever comes earlier. The restricted share units had a fair value of $0.881 million which is being amortized over the vesting periods.

  During the year ended January 31, 2013, the Company granted 450,882 restricted shares issued in trust to a third party and 7,500 restricted share units to employees. 275,676 of the restricted shares and restricted share units vest upon issuance of permits or December 31, 2014, whichever comes earlier. 91,353 of the restricted shares vested upon publication of the NorthMet supplemental draft Environmental Impact Statement which occurred in December 2013. 91,353 of the restricted shares vest upon receipt of permits to start construction of NorthMet. The restricted shares and restricted share units had a fair value of $0.414 million which is being amortized over the vesting periods.

  24

  ---

  
  

  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  10.	Share Capital-continuedContinued
  	e)	Bonus Shares
  		Details of bonus shares are as follows:

  
  

  			Year ended						Year ended
  			January 31, 2014						January 31, 2013
  						Authorized						Authorized
  			Allocated			& Unissued			Allocated			& Unissued
  	Outstanding – beginning of period		3,140,000			3,640,000			3,140,000			3,640,000
  	Allocated		400,000			-			-			-
  	Outstanding – end of period		3,540,000			3,640,000			3,140,000			3,640,000

  
  

  		Our bonus share incentive plan was established for the Company’s directors and key employees and was approved by the disinterested shareholders at the Company’s shareholders’ meeting held on May 28, 2004. The Company has allocated 3,640,000 bonus shares for the achievement of Milestone 4 representing commencement of commercial production at NorthMet at a time when the Company has not less than 50% ownership interest. At the Company’s Annual General Meeting of shareholders held on June 17, 2008, the disinterested shareholders approved the bonus shares for Milestone 4. Regulatory approval is required prior to issuance of these shares.
  		The fair value of these unissued bonus shares is being amortized until the estimated date of issuance. During the year ended January 31, 2014, the Company recorded $0.689 million amortization related to Milestone 4 bonus shares (January 31, 2013 – $0.387 million), which was capitalized to Mineral Property, Plant and Equipment.
  	f)	Share Purchase Warrants
  		On April 17, 2007, the Company issued 7,500,000Details of share purchase warrants in connection with a non-brokered private placement financing of 15 million units at $2.75 per unit, with each unit comprising one common share and one-half of one warrant. Each whole warrant was exercisable into a common share at a price of $4.00 at any time until October 13, 2008. In connection with the private placement, the Company has paid finders’ fees including an additional 520,000 broker warrants having the same termsare as the warrants described above.
  		On October 10, 2008, the Company announced that it received the consent from the holders of more than two-thirds of the 8,020,000 warrants issued as part of the April 2007 private placement to exchange those warrants into:follows:

  
  

  	•	4,010,000 warrants, each warrant entitling the holder to purchase one share of PolyMet       Year ended     Year ended         January 31, 2014     January 31, 2013               Weighted           Weighted               Average           Average               Exercise           Exercise         Warrants     Price (US$)     Warrants     Price (US$)     Outstanding – beginning of period   7,083,333     1.56     6,000,000     1.57          Issued (Note 5)   -     -     1,083,333     1.50          Anti-dilution price adjustment   -     (0.21 )   -     -          Anti-dilution quantity adjustment   1,085,269     -     -     -     Outstanding – end of period   8,168,602     1.35     7,083,333     1.56   On March 9, 2012, the Company issued warrants to AG Waterfowl LLP giving them the right to purchase 1,083,333 common shares at $3.00 per share at any time until October 13, 2009, and
  	•	4,010,000 warrants, each warrant entitling the holder to purchase one share of PolyMet common shares at $5.00 if exercised before the NorthMet Project commenced commercial production, or $6.00 thereafter and prior to August 31, 2011.

  The incremental $544,000 increase in the fair value of the warrants due to the warrant exchange was debited to warrant amendment expense and credited to the warrants and share-based payment reserve in the year ended January 31, 2009.

  In October and November 2009, the Company received the consent from holders of more than two-thirds of the above warrants to, in two steps, exchange the 4,010,000 warrants due to expire on October 13, 2009 for 4,010,000 warrants, each warrant entitling the holder to purchase one share of PolyMet common shares at $3.00$1.50 per share at any time until December 31, 2010, with certain provisions for acceleration. The incremental $4,762,000 increase2015. See additional discussion in Note 5.

  Effective July 5, 2013, the fair valueCompany increased the number of common shares issuable and reduced the exercise price of all warrants that were outstanding prior to the Rights Offering, to reflect the dilutive effect of the warrants due to the warrant exchange was debited to warrant amendment expense and credited to the warrants and share-based payment reserve.

  Warrants to purchase 167,95491.6 million common shares of PolyMetthat were exercisedissued in connection with the year ended January 31, 2010. On December 31, 2010,Rights Offering. The adjustment did not impact the unexercised warrants, to purchase 3,842,046 common shares of PolyMet at $3.00 per share, expired. The Company recorded a deferred income tax charge as the expiration of the warrants triggered a capital gain for tax purposes which was offset by the application of tax losses carried forward resulting in a credit of $1,219,000.financial statements.

  On August 31, 2011, the unexercised warrants, to purchase 4,010,000 common shares of PolyMet at $5.00 per share if exercised before the NorthMet Project has produced a cumulative total of 20,000 metric tonnes of concentrate, or $6.00 thereafter, expired. The Company recorded a deferred income tax charge as the expiration of the warrants triggered a capital gain for tax purposes which was offset by the application of tax losses carried forward resulting in a credit of $657,000.

  F-3425

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  10.11.	Share Capital -continuedFinance Costs
  	e) Details of Finance Income and Costs are as follows:

  
  

  			Year ended January 31,
  			2014			2013			2012
  	Interest and financing costs, net	$	(56	)	$	29		$	1
  	Accretion of environmental rehabilitation provision (Note 6)		1,521			792			350
  	Finance costs	$	1,465		$	821		$	351

  
  

  12.	Share Purchase Warrants-continuedSupplemental Disclosure With Respect to Statements of Cash Flows
  		On October 31, 2008,The Company entered into the Company issued 6,250,000 warrants ("Purchase Warrants") to Glencore as partial consideration under thefollowing non-cash investing and financing agreement described in Note 9. The warrants entitled Glencore to purchase 6.25 million common shares of PolyMet at $5.00 if exercised before the NorthMet project has produced a total of 20,000 metric tonnes of concentrate, or $6.00 thereafter. The warrants would have expired on September 30, 2011.
  		On November 17, 2009, the Company amended the terms such that the Purchase Warrants entitled Glencore to purchase 6,250,000 common shares of PolyMet at $3.00 and expire on September 30, 2011.
  		On November 12, 2010, the Company cancelled warrants giving Glencore the right to purchase 6,250,000 common shares of PolyMet at $3.00 at any time until September 30, 2011 and issued warrants giving Glencore the right to purchase 3,000,000 common shares of PolyMet at $2.00 at any time until December 31, 2015, in consideration of the amendments to the debenture agreements.
  		On December 6, 2011, PolyMet issued to Glencore warrants (the 2011 Warrants) to purchase 2,600,000 common shares of PolyMet at $1.50 per share at any time until December 31, 2015, subject to mandatory exercise if the 20-day VWAP of PolyMet shares is equal to or greater than 150% the exercise price and PolyMet provides notice to Glencore that it has received permits necessary to start construction of the North Met Project and availability of senior construction finance, in a form reasonably acceptable to Glencore. Following satisfaction of the conditions for mandatory exercise, if Glencore does not elect to exercise the 2011 Warrants, the 2011 Warrants will expire. On that same date, the Company agreed to amend the terms of the warrants issued to Glencore in 2010 (the "2010 Warrants”) to conform to the 2011 Warrants, giving Glencore the right to acquire 3,000,000 common shares of PolyMet at $1.50 per share at any time until December 31, 2015, subject to mandatory exercise if the 20-day VWAP of PolyMet shares is equal to or greater than 150% the exercise price and PolyMet provides notice to Glencore that it has received permits necessary to start construction of the North Met Project and availability of senior construction finance, in a form reasonably acceptable to Glencore. Following satisfaction of the conditions for mandatory exercise, if Glencore does not elect to exercise the 2010 Warrants, the 2010 Warrants will expire. Note 9 - 2011 Agreement.
  		On June 30, 2011 PolyMet closed a $4,000,000 loan (Note 7 – also includes use of proceeds) from Iron Range Resources & Rehabilitation Board ("IRRRB"). In consideration for making of the loan to the Company, PolyMet has issued warrants giving the IRRRB the right to purchase 400,000 common share of the Company at $2.50 per share at any time until the earlier of June 30, 2016 or one year after permits are received.activities:

  
  

  			Year ended January 31,
  			2014			2013			2012
  	Accounts payable and accrued liabilities change	$	727		$	938		$	998
  	Environmental rehabilitation provision change (Note 6)		(3,865	)		29,860			6,767
  	Accretion and capitalized interest on debt		1,785			1,768			1,037
  	Share-based compensation (Note 10)		614			424			337
  	Milestone 4 Bonus Shares amortization (Note 10)		689			387			1,235
  	Shares and warrants issued for Wetland Credit      Intangible (Note 5) & Long Term Debt (Note 7)		-			3,900			550
  	Shares issued for land options	$	125		$	89		$	231

  F-3526

  ---

  
  

  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  10.13.	Share Capital -continuedRelated Party Transactions
  	e)	Share Purchase Warrants-continuedThe Company conducted transactions with senior management, directors and persons or companies related to these individuals, and paid or accrued amounts, as follows:

  
  

  			Year ended January 31,
  			2014			2013			2012
  	Salaries and other short-term benefits	$	1,718		$	1,468		$	950
  	Other long-term benefits		60			54			32
  	Termination benefits		-			279			-
  	Share-based payment(1)		2,366			2,102			738
  	Commission on sale of used drill		-			-			200
  	Total	$	4,144		$	3,903		$	1,920

  
  

  	(1)	On October 31, 2006,Share-based payment represents the Company issued 600,000 warrantsfair value determined at grant date to BNP Paribas Loan Services as partial consideration underbe expensed over the agreementvesting period. Share-based payments are described in Note 16b). These warrants had an exercise price10.

  
  

  	There are agreements with key employees that contain severance provisions for termination without cause or in the event of $4.00 per sharea take-over bid. Other than the President and expired on October 30, 2010. The fair valueChief Executive Officer, none of these warrants was $1,197,000. Further, upon deliveringPolyMet’s other directors has a bona fide offer of project financing, warrants to purchase an additional 500,000 shares ofservice contract with the Company at a priceproviding for benefits upon termination of $4.00 per share at any time prior to October 30, 2010 would have vested. All of these warrants expired on October, 30 2010. The Company recorded a deferred income tax recovery as the expiration of the warrants triggered a capital gain for tax purposes which was offset by the application of tax losses carried forward resulting in a credit of $171,000.
  11.	Finance Income and Costshis employment.
  	Finance income and costs forDuring the yearsyear ended January 31, 2012, and 2011 were comprised of:

  
  

  			2012			2011
  	Interest (income) expense	$	1		$	19
  	Accretion of environmental rehabilitation provision		350			480
  	Finance income and costs	$	351		$	499

  12.        Supplemental Disclosure With Respect to Statements of Cash Flows

  During the years ended January 31, 2012 and 2011 the Company entered into the following non-cash investing and financing activities:

  			2012			2011
  	Changes in trade payables and accrued liabilities related to investing activities	$	998		$	176
  	Accretion and accrued interest		1,387			2,059
  	Deferred income tax recovery		(657	)		(1,390	)
  	Share-based compensation		962			63
  	Milestone 4 bonus share cost amortization		1,235			(98	)

  F-36

  ---

  
  

  PolyMet Mining Corp.

  (sold a development stage company)

  Notesused drill for $3.680 million. A company controlled by one of PolyMet’s directors received a commission of $0.200 million related to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and optionsthis sale.

  13.        Related Party Transactions

  The Company conducted transactions with key management personnel, comprising of certain members of senior management, officers, directors and persons or companies related to these individuals, and paid or accrued amounts during the years ended January 31, 2012 and 2011, as follows:

  			2012			2011
  	Wages and other short-term benefits	$	950		$	825
  	Termination benefits		-			-
  	Other long-term benefits		32			21
  	Commission on sale of used drill		200
  	Share-based compensation		738			-
  	Total	$	1,920		$	846

  The amounts charged to the Company for the services provided have been determined by negotiation among the parties.

  Included in key management compensation were consulting fees of $nil paid during the year ended January 31, 2012 (January 31, 2011 - $59,000) to Dr. Dreisinger, a director of the Company, primarily in connection with activities related to the processing / technical side of the NorthMet project and related expenses (the latter were supported by invoices and receipts). The consulting fees were based on a monthly fee of Canadian $5,500 plus general sales tax. Throughout the term of his engagement, Dr. Dreisinger conducted in-person and telephonic meetings with Mr. William Murray, then the Company’s Executive Chairman, and other members of management at which he provided both verbal and written updates on the status of test work and made recommendations for future activities. These meetings occurred approximately every two to three weeks for the past six years.

  The agreement with Dr. Dreisinger was entered into at a time when the Company’s current business plans were being formulated and were month to month and oral in nature. The agreement was approved by Mr. William Murray. It was discussed with the Company’s board of directors who did not consider that a formal approval and written contract was necessary at that time. The Company believes that the contract was at terms at least as good as could be obtained from third parties. The agreement with Dr. Dreisinger was terminated effective January 31, 2011.

  During the quarter ended January 31, 2012, PolyMet sold a used drill for $3.69 million. A company controlled by a Director of PolyMet received a commission of $200,000 related to this sale.

  As a result of Glencore’s ownership of 23.6% of the Company it is also a related party. Transactions with Glencore are described in notes 9 and 16d.

  F-37

  ---

  
  

  PolyMet Mining Corp.
  (	As a development stage company)
  result of Glencore’s ownership of 28.6% of the Company it is also a related party. Transactions with Glencore are described in Notes to Consolidated Financial Statements
  For the years ended January 31, 20128, 9, and 2011
  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options10.

  
  

  14.	Income Taxes
  	a)	IncomeEffective tax expenserate
  		The provision for income taxes reportedeffective tax rate differs from the amount computed by applying cumulative Canadian federal and provincial income tax rates to the loss before the tax provisionrate due to the following:

  
  

  			2012			2011
  	Net loss	$	(3,045	)	$	(6,692	)
  	Statutory tax rate		26.5%			28.5%
  	Recovery of income taxes computed at statutory rates		(807	)		(1,907	)
  	Difference in foreign tax rates		(118	)		(320	)
  	Non-deductible loss on refinancing with Glencore					835
  	Other non-deductible items and other		268			2
  	Deferred income tax recovery	$	(657	)	$	(1,390	)

  
  

  b)

  Deferred tax assets have not been recognized in respect of the following items:

  
  

  			2012			2011
  	Non-capital losses and other future tax deductions	$	20,307		$	16,278
  	Mineral properties, deferred development and capital assets		(3,263	)		(3,556	)
  	Other assets		157			112
  	Unrecognized deferred income assets	$	17,201		$	12,834

  			Year ended January 31
  			2014			2013			2012
  	Loss before taxes	$	(8,132	)	$	(6,626	)	$	(3,045	)
  	Canadian statutory tax rate		26.0%			25.0%			26.5%
  	Expected tax expense / (recovery)		(2,114	)		(1,657	)		(807	)
  	Difference in foreign tax rates		(454	)		(199	)		(118	)
  	Non-deductible items		424			564			166
  	Change in unrecognized deferred tax and other items		2,144			1,292			102
  	Income Tax Expense / (Recovery)	$	-		$	-		$	(657	)

  As at January 31, 2012, the Company had deductible temporary differences for which deferred tax assets have not been recognized because it is not probable that future profit will be available against which the Company can utilize the benefits.

  F-3827

  ---

  
  

  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  14.	Income Taxes-Continued
  	As of January 31, 2012, the Company has Canadian loss carry forwards of approximately $7.7 million (2011 - $10.3 million) and US loss carry forwards of approximately $48.4 million (2011 - $39.9 million) available to reduce future years’ income for tax purposes. The Company recognizes the benefit of tax losses only to the extent of anticipated future taxable income in relevant jurisdictions. The tax loss carry forwards expire as follows:

  
  

  	Expiry of Tax Losses		Amount
  	January 31, 2019b)	$	835
  	January 31, 2020		693
  	January 31, 2021		827
  	January 31, 2022		937
  	January 31, 2023		859
  	January 31, 2024		655
  	January 31, 2025		945
  	January 31, 2026		3,277
  	January 31, 2027		7,606
  	January 31, 2028		6,445
  	January 31, 2029		6,180
  	January 31, 2030		8,195
  	January 31, 2031		10,170
  	January 31, 2032		8,446	Deferred income tax assets and liabilities
  		$
  	56,070	Deferred income tax assets and liabilities have been recognized in respect of the following items:

  
  

  			Year ended January 31
  			2014			2013
  	Non-capital loss carry forward assets	$	21,883		$	15,459
  	Convertible debt		(560	)		-
  	Mineral properties, development costs, and capital liabilities		(21,314	)		(15,451	)
  	Other liabilities		(9	)		(8	)
  	Net deferred income tax liabilities	$	-		$	-

  F-39Deferred income tax assets have not yet been recognized in respect of the following items:

  			Year ended January 31
  			2014			2013
  	Non-capital loss carry forward assets	$	19,346		$	17,746
  	Intercompany receivable		2,591			-
  	Other assets		101			-
  	Unrecognized deferred income tax assets	$	22,038		$	17,746

  As of January 31, 2014, the Company has Canadian non-capital loss carry forwards of approximately $16.6 million (January 31, 2013 - $13.3 million) and US non-capital loss carry forwards of approximately $89.4 million (January 31, 2013 - $72.2 million). The non-capital loss carry forwards are available to reduce future income for tax purposes and expire between 2019 and 2034.

  28

  ---

  
  

  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  15.       Segmented Information

  The Company is in the permitting stage of developing its mineral properties in the U.S. and provides for its financing and administrative functions at the head office located in Canada. Segmented information on a geographic basis was as follows:

  	January 31, 2012		Canada			U.S.			Consolidated
  	Cash and equivalents	$	15,850		$	1,628		$	17,478
  	Mineral Property, Plant andEquipment	$	19		$	170,670		$	170,689
  	Identifiable assets	$	16,235		$	173,336		$	189,571
  	Total Liabilities	$	29,333		$	27,872		$	57,205
  	Deferred income tax recovery	$	(657	)	$	-		$	(657	)
  	Segment operating loss	$	2,020		$	1,025		$	3,045

  
  

  	January 31, 2011		Canada			U.S.			Consolidated
  	Cash and equivalents	$	10,023		$	338		$	10,361
  	Asset held for sale	$	-		$	3,420		$	3,420
  	Mineral Property, Plant and Equipment	$	39		$	141,896		$	141,935
  	Identifiable assets	$	9,010		$	147,726		$	156,736
  	Total liabilities	$	27,905		$	26,414		$	54,319
  	Financing cost write-off	$	1,830		$	-		$	1,830
  	Loss (gain) on asset held for sale	$	-		$	520		$	520
  	Deferred income tax recovery	$	(1,390	)	$	-		$	(1,390	)
  	Segment operating loss	$	5,031		$	1,631		$	6,662

  F-40

  ---

  
  

  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  16.15.	Commitments and Contingencies
  	a)		The Company has instituted a share bonus plan as part of its employment, management and consulting contracts for key directors, management and project personnel. This bonus plan adds incentive for key personnelIn addition to reach certain prescribed milestones required to reach commercial production at the NorthMet Project. As at January 31, 2012, the Company had received shareholder approval of the Bonus Shares for Milestones 1 to 4 and regulatory approval for Milestones 1, 2 and 3. Milestone 4 is subject to regulatory approval. To January 31, 2012, 5,240,000 shares have been issued for the achievement of Milestones 1, 2 and 3.items described elsewhere in these financial statements:
  		The summary of the share bonus plan is as follows:

  
  

  		Bonus Shares
  	Milestone 1	1,590,000	issued
  	Milestone 2	1,300,000	issued
  	Milestone 3	2,350,000	issued
  	Milestone 4	3,640,000	(i) and (ii)

  
  

  	(i)	Milestone 4 – Commencement of commercial production at the NorthMet Project at a time when the Company has not less than 50% ownership interest.
  	(ii)	At the Annual General Meeting of shareholders of the Company, held on June 17, 2008, the disinterested shareholders approved the bonus shares for Milestone 4. The bonus shares allocated to Milestone 4 are valued at $3.80, the Company’s closing trading price on June 17, 2008.
  		During the year ended January 31, 2012, the Company recorded $1,235,000 related to Milestone 4 (January 31, 2011 – $(89,000), these amounts were capitalized to Mineral Property, Plant and Equipment. The fair value of these unissued bonus shares is being amortized, over its expected life, until the estimated date of issuance. The prior year period reversal includes $1,682,000 representing the forfeiture of entitlement to bonus shares by individuals upon resignation or not continuing to stand as Directors of the Company.

  F-41

  ---

  
  

  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  16.	Commitments and Contingencies-Continued
  	b)	On October 31, 2006 the Company entered into an agreement with BNP Paribas Loan Services (“BNPP”) whereby BNPP agreed to advise and assist PolyMet in all aspects of preparation for construction finance. As part of this agreement, BNPP was issued warrants to purchase 600,000 of the Company’s common shares at a price of $4.00 per share at any time prior to October 30, 2010. The fair value of these warrants was $1,197,000. Further, upon delivering a bona fide offer of project financing, warrants to purchase an additional 500,000 shares of the Company at a price of $4.00 per share at any time prior to October 30, 2010 would vest. As part of the agreement, PolyMet would also pay BNPP a monthly fee for its advice and assistance and pay the costs for BNPP’s independent engineers. The Company decided to review alternatives for construction financing and decided not to renew its agreement with BNPP which expired on July 31, 2010. As such, the $1,830,000, $1,197,000 of which was non-cash related to the fair value of warrants issued, recorded as a deferred financing cost asset was written off to the consolidated statement of loss and comprehensive loss in the year ended January 31, 2011.
  	c)	On October 13, 2008, the Company entered into a collateral pledge agreement wherein it pledged a used drill rig which it owned against amounts due to a supplier for rebuilding the drill rig. The drill rig was reclassified as held for sale and was sold in January 2012 and PolyMet was released from the collateral pledge agreement.
  	d)a)	On October 31, 2008, the Company entered into agreements with Glencore wherein Glencore will provide marketing services covering concentrates, metal, or intermediate products at prevailing market terms for at least the first five years of production.
  	e)b)	OnAs at January 31, 2012,2014, the Company had outstandingfirm commitments related to equipment, rent, consultants and the environmental review process, land options, wetland credit intangibles, consultants, and rent of approximately $2.2$3.3 million almostwith the majority due over the next year and the remainder due over seven years.
  	c)	As at January 31, 2014, the Company had non-binding commitments to maintain its mineral lease rights of $0.180 million with all of which is due overin the next year.
  	f)d)	AtThe following table lists the known contractual obligations as at January 31, 2012 the Company had non-binding commitments of $381,000, all due in the current year, to pay options to maintain its right to acquire certain lands that it will need at permitting. These lands include land that the Company expects to exchange with the USFS for surface rights at the mine site and land for wetland credits.2014:

  
  

  						Less than			1 – 3			4 – 5			More than
  	Contractual Obligations		Total			1 year			years			years			5 years
  	Accounts payable and accrued liabilities	$	3,806		$	3,806		$	-		$	-		$	-
  	Long-term debt (Note 7)		5,110			-			5,110			-			-
  	Convertible debt (Note 9)		33,019			33,019			-			-			-
  	Environmental rehabilitation provision (Note 6)		60,448			1,504			28,070			917			29,957
  	Firm Commitments		3,300			2,506			594			168			32
  	Total	$	105,683		$	40,835		$	33,774		$	1,085		$	29,989

  F-42Convertible debt extended subsequent to year end. See Note 17 for additional discussion.

  29

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  16.	Financial Instruments and Risk Management
  	The Company classifies its financial assets as fair value through profit or loss (“FVTPL”), available- for-sale, held to maturity, or loans and receivables. Financial liabilities are classified as either FVTPL, or other financial liabilities.
  	The carrying values of each classification of financial instrument at January 31, 2014 are:

  
  

  															Other			Total
  						Available			Loans and			Held to			financial			carrying
  			FVTPL			for sale			receivables			Maturity			liabilities			value
  	Financial assets
  	Cash and cash equivalents		-			-			32,790			-			-			32,790
  	Amounts receivable		-			-			1,420			-			-			1,420
  	Financial liabilities
  	Accounts payable and         accrued liabilities		-			-			-			-			3,806			3,806
  	Convertible debt		-			-			-			-			31,967			31,967
  	Long term debt		-			-			-			-			4,276			4,276

  The carrying values of each classification of financial instrument at January 31, 2013 are:

  															Other			Total
  						Available			Loans and			Held to			financial			carrying
  			FVTPL			for sale			receivables			Maturity			liabilities			value
  	Financial assets
  	Cash and cash equivalents		-			-			8,088			-			-			8,088
  	Amounts receivable		-			-			830			-			-			830
  	Investment		-			17			-			-			-			17
  	Financial liabilities
  	Accounts payable and         accrued liabilities		-			-			-			-			5,269			5,269
  	Convertible debt		-			-			-			-			30,508			30,508
  	Long term debt		-			-			-			-			3,950			3,950

  Fair Value Measurements

  The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

  	Level 1 –	Quoted prices (unadjusted) in active markets for identical assets or liabilities.
  	Level 2 –	Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
  	Level 3 –	Inputs for the asset or liability that are not based on observable market data.

  30

  ---

  
  

  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  As at January 31, 2014 and 2013 and for the years ended January 31, 2014, 2013, and 2012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  16.	CommitmentsFinancial Instruments and ContingenciesRisk Management-Continued

  
  

  	g)
  	The following table lists the knownfair values of cash and cash equivalents, amounts receivable, and accounts payable and accrued liabilities approximate their carrying amounts due to their short-term nature. The fair value of the Company's long term and convertible debt approximates the carrying amount at January 31, 2012:amortized cost using the effective interest method.
  	Risks Arising from Financial Instruments and Risk Management
  	The Company’s activities expose it to a variety of financial risks: market risk (including currency and interest rate), credit risk, and liquidity risk. Reflecting the current stage of development of the Company’s NorthMet Project, the overall risk management program focuses on facilitating the Company’s ability to continue as a going concern and seeks to minimize potential adverse effects on the Company’s ability to execute its business plan.
  	Risk management is the responsibility of executive management. Material risks are identified and monitored and are discussed with the Audit Committee and the Board of Directors.
  	Currency Risk
  	The Company incurs expenditures in Canada and in the United States. The functional and reporting currency of the Company and its subsidiary is the United States dollar. Foreign exchange risk arises because the amount of Canadian dollar cash and cash equivalents, amounts receivable, or accounts payable and accrued liabilities will vary in United States dollar terms due to changes in exchange rates.
  	As the majority of the Company’s expenditures are in United States dollars, the Company has kept a significant portion of its cash and cash equivalents in United States dollars. The Company has not hedged its exposure to currency fluctuations.
  	The Company was exposed to currency risk through the following assets and liabilities denominated in Canadian dollars:

  
  

  			Payments due by period (US$000’s)
  			Total			Less than 1			1 – 3 years			3 – 5 years			More than 5
  	Contractual Obligations					year									years
  	Trade payables and accrued liabilities	$	1,679		$	1,679		$	-		$	-		$	-
  	Long-term debt obligations		38,146			-			33,132			5,014			-
  	Environmental rehabilitation provision		25,828			828			582			538			23,880
  	Firm Commitments		2,200			2,145			55			-			-
  	Total	$	67,853		$	4,652		$	33,769		$	5,552		$	23,880

  			January 31,			January 31,
  			2014			2013
  	Cash and cash equivalents	$	77		$	71
  	Investment		-			17
  	Amounts receivables		12			57
  	Accounts payable and accrued liabilities		(8	)		(268	)
  		$	81		$	(123	)

  F-43Based on the above net exposures, as at January 31, 2014, a 10% change in the Canadian / United States exchange rate would have impacted the Company’s loss by approximately $8,100.

  Interest Rate Risk

  Interest rate risk arises from interest paid on floating rate debt and interest received on cash and short-term deposits. The Company has not hedged any of its interest rate risk. The Company currently capitalizes the majority of interest charges, and therefore the risk exposure is primarily on cash interest payable and net earnings in relation to the subsequent depreciation of capitalized interest charges.

  31

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  17.	Financial Instruments and Risk Management
  	The carrying values of the Company’s financial instruments are classified into the following categories:

  
  

  			January 31,			January 31,
  			2012			2011
  	Loans and Receivables(1)	$	17,478		$	10,361
  	Available-for-sale		30			66
  	Other loans and receivables		440			318
  	Other financial liabilities(2)		34,369			38,600

  
  

  	(1)	Includes cash and equivalents.
  	(2)	Includes trade payables and accrued liabilities, convertible debt and long term debt.

  The Company has determined the estimated fair values of its financial instruments based on appropriate valuation methodologies.

  Risks Arising from Financial Instruments and Risk Management

  The Company’s activities expose it to a variety of financial risks: market risk (including currency), credit risk, liquidity risk, interest rate risk and investment risk. Reflecting the current stage of development of the Company’s NorthMet Project, PolyMet’s overall risk management program focuses on facilitating the Company’s ability to continue as a going concern and seeks to minimize potential adverse effects on PolyMet’s ability to execute its business plan.

  Risk management is the responsibility of executive management. Material risks are identified and monitored and are discussed with the audit committee and the board of directors.

  Currency Risk

  The Company incurs expenditures in Canada and in the United States. The functional and reporting currency of the Company and its subsidiary is the United States dollar. Foreign exchange risk arises because the amount of Canadian dollar cash and equivalents, trade and other receivables, investment or trade payables and accrued liabilities will vary in United States dollar terms due to changes in exchange rates.

  As the majority of the Company’s expenditures are in United States dollars, the Company has kept a significant portion of its cash and equivalents in United States dollars. The Company has not hedged its exposure to currency fluctuations.

  F-44

  ---

  
  

  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  17.16.	Financial Instruments and Risk Management-Continued
  	As at January 31, 2012, theThe Company was exposed to currencyinterest rate risk through the following assets and liabilities denominated in Canadian dollars:liabilities:

  
  

  			January 31,			January 31,
  			2012			2011
  	Loans and Receivables(1)	$	305		$	554
  	Available-for-sale		30			66
  	Other loans and receivables		95			102
  	Other financial liabilities(2)		(239	)		(192	)
  		$	191		$	530

  
  

  	(1)	Includes cash and equivalents.
  	(2)	Includes trade payables and accrued liabilities.

  			January 31,			January 31,
  			2014			2013
  	Cash and cash equivalents	$	32,790		$	8,088
  	Convertible debt		31,967			30,508

  Based on the above net exposures, as at January 31, 2012, a 10% change in the Canadian / United States exchange rate would have impacted the Company’s loss by $19,000.

  Credit Risk

  Credit risk arises on cash and cash equivalents held with banks and financial institutions, as well as credit exposure on outstanding trade and other receivables.amounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets of $17,918,000.$34.210 million.

  The Company’s cash and cash equivalents are primarily held through a large Canadian financial institution.

  Liquidity Risk

  Liquidity risk is the risk the Company will not be able to meet its financial obligations as they become due and arises through the excess of financial obligations over available financial assets due at any point in time. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves thistime and is achieved by maintaining sufficient cash and cash equivalents. See additional discussion in Note 1.

  Interest Rate RiskCapital Management

  Interest rate risk arises on cash and equivalentsThe Company’s capital management objective is to safeguard the Company’s ability to continue as a going concern in order to pursue the development of its mineral property. In the management of capital, the Company includes the components of shareholders’ equity, convertible debt and long term debt. The Company manages the capital structure and makes adjustments to it depending on economic conditions and the rate of anticipated expenditures. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, and fluctuations in the related interest rates.acquire or dispose of assets. The Company has not hedged anyno externally imposed capital requirements.

  In order to assist in management of its interest rate risk.capital requirements, the Company prepares budgets that are updated as necessary depending on various factors. The budgets are approved by the Company’s Board of Directors.

  As atAlthough the Company plans to have the resources to carry out its plans and operations through January 31, 2012,2015, it does not currently have sufficient capital to meet its estimated project capital expenditure requirements and is currently in discussions to arrange sufficient capital to meet these requirements. During the Company was exposedupcoming fiscal year, the Company’s objective is to interest rate risk throughidentify the following assets and liabilities:source or sources from which it will obtain the capital required to complete the Project. See additional discussion in Note 1.

  			January 31,			January 31,
  			2012			2011
  	Loans and receivables(1)	$	17,478		$	10,361
  	Other financial liabilities(2)		32,690			36,156

  
  

  	(1)	Includes cash and equivalents.
  	(2)	Represents long term debt (Note 7) and convertible debt (Note 9).

  F-4532

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  ForAs at January 31, 2014 and 2013 and for the years ended January 31, 20122014, 2013, and 20112012

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  17.	Financial Instruments and Risk Management-ContinuedSubsequent Event
  	Investment Risk
  	The Company’s investment inOn April 25, 2014 PolyMet and Glencore extended the common shares of a publicly traded Canadian mining company bears investment risk. The maximum exposure to investment risk is equal to the carrying value of the investment.
  	The Company's investment in the NorthMet Project (Note 6) is also at risk since the NorthMet Project is pledged in part as security to Cliffs and otherwise is pledged wholly as security to Glencore.
  	As at January 31, 2012, the Company was exposed to investment risk through the following assets:

  
  

  			31 January			31 January
  			2012			2011
  	Available-for-sale(1)	$	30		$	66

  (1)    Includes investment.

  Fair Value Measurements

  PolyMet’s financial assets and liabilities are measured or disclosed at fair value on a recurring basis and classified in their entirety based on the lowest level of input that is significant to the fair value measurement. There are three levels of fair value hierarchy that prioritize the inputs to valuation techniques used to measure fair value, with level 1 inputs having the highest priority. The levels and the valuation techniques used to value the Company’s financial assets and liabilities are described below:

  	Level 1 –	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Investments in marketable securities are valued using quoted market prices in active markets, obtained from securities exchanges. Accordingly, these items are included in Level 1 of the fair value hierarchy.
  	Level 2 –	Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, or inputs that are observable, either directly or indirectly, for substantially the full term of the assetSeries A-D Debentures and the expiration date of the associated Exchange Warrants to the earlier of the Early Maturity Event (as defined in Note 9) or liability.
  	Level 3 –	Unobservable (supported by little or no market activity) prices.September 30, 2015. All other terms of both the debentures and the warrants described in Note 8 are unchanged.

  Loans and receivables are recorded at face value. Trade and other receivables are short-term in nature and represent the initial price of the good or service. Long term and convertible debt have been fair valued using assumptions with respect to interest rates relevant to similar debt taking into account the collateral involved.

  The fair values of the Company's financial assets, loans and receivables and trade and other receivables approximate their carrying amounts. The Company’s investment is valued using quoted market prices in active markets, obtained from securities exchanges and accordingly is Level 1 in the fair value hierarchy.

  The fair value of the Company's trade payables and accrued liabilities, long term debt and convertible debt approximate their carrying amounts.

  F-4633

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  17.	Financial Instruments and Risk Management-Continued
  	Capital Management
  	Similar to other companies in the development stage, the Company is in discussions with certain parties to provide funding which will enable the Company to execute its business plan. With the completion of the DFS and taking into account the current permitting process the Company is in, PolyMet will require additional funds through Project construction. Funding for the Project could come from a number of sources and include internal cash flows (for the second stage of the construction), bank project financing and capital market financing. During the upcoming fiscal year, the Company’s objective is to identify the source or sources from which it will obtain the capital required to complete the Project.
  	The Company has no externally imposed capital requirements. In the management of capital, the Company includes the components of shareholders’ equity, convertible debt and long-term debt. The Company manages the capital structure and makes adjustments to it depending on economic conditions and the rate of anticipated expenditures. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets.
  	In order to assist in management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors. The budgets are approved by the Company’s Board of Directors.
  	Although the Company plans to have the resources to carry out its plans and operations through January 31, 2013, it does not currently have sufficient capital to meet its estimated project capital expenditure requirements and is currently in discussions to arrange sufficient capital to meet these requirements.

  F-47

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  18.	Transition to IFRS
  	These are the Company’s first consolidated financial statements prepared in accordance with IFRS.
  	The accounting policies set out in Note 3 have been applied in preparing the financial statements for the year ended January 31, 2012, the comparative information presented in these financial statements for the year ended January 31, 2011 and in the preparation of an opening IFRS balance sheet at February 1, 2010, the Company’s date of transition.
  	For its opening IFRS balance sheet, the Company has adjusted amounts previously reported in financial statements prepared using Canadian GAAP. An explanation of how the transition from Canadian GAAP to IFRS has affected the Company’s financial position, financial performance and cash flows is provided in the following footnotes and tables.
  	a)	Initial Elections Upon Adoption
  		Set out below are the applicable IFRS 1 exemptions and exceptions applied in the conversion from Canadian GAAP to IFRS.
  		IFRS Exemption Options
  		Business Combinations
  		IFRS 1 provides the option to apply IFRS 3Business Combinations, prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date. The Company elected to apply IFRS 3 prospectively to business combinations occurring after February 1, 2010, its transition date. Business combinations occurring prior to the transition date have not been restated.
  		Decommissioning, Restoration and Similar Liabilities
  		The Company has elected not to apply IFRIC 1Changes in Existing Decommissioning, Restoration and Similar Liabilitiesfor changes related to the environmental rehabilitation provision that occurred prior to February 1, 2010. As such, the Company calculated its environmental rehabilitation provision in accordance with IAS 37Provisions, Contingent Liabilities and Contingent Assetsat February 1, 2010. The provision was then discounted to the date the obligation first arose using a historical discount rate and added to the cost of the related asset in mineral property, plant and equipment.
  		Share-Based Compensation
  		The Company has elected to apply IFRS 2Share-based Paymentonly to equity instruments granted after November 7, 2002 that remained unvested at February 1, 2010, the date of transition to IFRS.

  F-48

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  18.	Transition to IFRS-Continued

  
  

  		IFRS Mandatory Exceptions
  		In accordance with the mandatory exception in IFRS 1 for estimates, the estimates used as at February 1, 2010 are consistent with the estimates as at the same date made in conformity with Canadian GAAP.
  		The other compulsory exceptions of IFRS 1 have not been applied as they are not relevant to the Company.
  	b)	Reconciliations of Canadian GAAP to IFRS
  		IFRS 1 requires an entity to reconcile equity, comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from Canadian GAAP to IFRS for the respective periods noted for equity and total comprehensive income.

  Reconciliation of equity between Canadian GAAP and IFRS as at February 1, 2010:

  				Share			Contributed									Total
  		Note		Capital			Surplus1			AOCL2			Deficit			Equity
  	As reported under Canadian GAAP		$	132,066		$	36,979		$	71		$	(71,549	)	$	97,567
  	Change to initial fair value of convertible    debt conversion factor and warrants	(i)		-			612			-			-			612
  	Adjustment to fair value of environmental    rehabilitation provision	(ii)		-			-			-			(534	)		(534	)
  	As reported under IFRS		$	132,066		$	37,591		$	71		$	(72,083	)	$	97,645

  
  

  	1	Contributed surplus was reclassified to warrants and share-based payment equity reserve under IFRS
  	2	Accumulated other comprehensive loss (“AOCL”) was reclassified to available for sale revaluation equity reserve under IFRS

  F-49

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  18.	Transition to IFRS-Continued

  Reconciliation of equity between Canadian GAAP and IFRS as at January 31, 2011:

  				Share			Share			Contributed									Total
  		Note		Capital			Premium			Surplus1			AOCL2			Deficit			Equity
  	As reported under Canadian GAAP		$	142,373		$			$	39,083		$	(6	)	$	(78,832	)	$	102,618
  	Change to initial fair value of convertible    debt conversion factor and warrants	(i)		-			-			612			-			-			612
  	Reclassify share premium	(iii)		-			875			(875	)		-			-			-
  	Adjustment to fair value of environmental    rehabilitation provision	(ii)		-			-			-			-			(534	)		(534	)
  	Change in loss on refinancing of convertible    debt	(i)		-			-			(900	)		-			716			(184	)
  	Change in accretion of environmental    rehabilitation provision	(ii)					-						-			(95	)		(95	)
  	As reported under IFRS		$	142,373		$	875		$	37,920		$	(6	)	$	(78,745	)	$	102,417

  
  

  	1	Contributed surplus was reclassified to warrants and share-based payment equity reserve under IFRS
  	2	Accumulated other comprehensive loss (“AOCL”) was reclassified to available for sale revaluation equity reserve under IFRS

  Reconciliation of total comprehensive loss between Canadian GAAP and IFRS the year ended January 31, 2011:

  				Year ended
  				January 31,
  		Note		2011
  	Total comprehensive loss - under Canadian GAAP		$	7,360
  	Change in loss on refinancing of convertible debt	(i)		(716	)
  	Change in accretion of environmental rehabilitation provision	(ii)		95
  	Total comprehensive loss – as reported under IFRS		$	6,739

  
  

  	c)	Explanations of Reconciliations of Canadian GAAP to IFRS
  		The transition from Canadian GAAP to IFRS has had no effect on the net cash flows reported by the Company. The changes made to the statements of consolidated earnings and consolidated balance sheets have resulted in reclassification of various amounts on the statements of cash flows, however as there have been no changes to the net cash flows, no reconciliations have been prepared.

  
  

  	i)	Convertible Debt – Glencore Financing
  		Under IFRS, the value attributable to the conversion factor of convertible debt is the residual of the overall instrument’s fair value, after the fair value of the debt is determined. As was permitted under Canadian GAAP for the Glencore financing, the Company had allocated values to the debt, the conversion factor and warrants on a fair value pro-rata basis.

  F-50

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  18.	Transition to IFRS-Continued

  
  

  		The transition to IFRS resulted in a decrease in the initial fair value of debt of $612,000, resulting in a fair value of $23,380,170 and an increase in the fair value of the conversion factor and fair value of warrants of $612,000.
  		Interest and accretion associated with the debt is capitalized to mineral property, plant and equipment. The change in the initial fair value of the debt resulted in an increase capitalized interest and accretion costs of $225,000 at February 1, 2010 and $426,000 at January 31, 2011.
  		The convertible debt was renegotiated in November 2010, resulting in a loss on extinguishment of the existing debt. Under IFRS, the loss on refinancing of convertible debt was $2,931,000, a decrease of $716,000 as calculated under Canadian GAAP. The components of the loss on refinancing of convertible debt are disclosed in Note 9.
  	ii)	Environmental Rehabilitation Provision
  		The Company elected to apply the IFRS 1 optional exemption for its decommissioning liabilities. The fair value of the environmental rehabilitation provision was calculated as at February 1, 2010 and then discounted to the date the obligation first arose using a historical discount rate and added to the cost of the related asset in mineral property, plant and equipment.
  		The transition from Canadian GAAP to IFRS resulted in an environmental rehabilitation provision of $13,699,000 as at February 1, 2010, an increase of $10,353,000, and a provision of $15,719,000 as at January 31, 2011, an increase of $11,907,000. The change in accretion of the environmental rehabilitation provision resulted in a $534,000 increase to deficit as at the transition date, February 1, 2010. Accretion for the provision under IFRS was $480,000 for the year ended January 31, 2011, an increase of $95,000. The transition from Canadian GAAP to IFRS resulted in an asset as part of mineral property, plant and equipment associated with environmental rehabilitation of $11,600,000 as at February 1, 2010, an increase of $9,819,000, and an asset of $13,143,000 as at January 31, 2011, an increase of $11,278,000. As the associated assets are not in use, amortization of these assets has not been recorded to January 31, 2012.
  		The most significant factor in the measurement difference of the environmental rehabilitation provision under IFRS and asset retirement obligation under Canadian GAAP was the applied discount rate. Under IFRS, a liability specific risk-free rate was used to discount future cash flows, whereas Canadian GAAP required a credit-adjusted risk-free rate. IFRS also requires changes in the liability to be recorded each period based on changes in discount rates, in addition to changes in estimated timing or amount of future cash flows.
  	iii)	Assets Held for Sale
  		As a result of the transition to IFRS, non-current assets held for sale have been reclassified to current assets from their classification as non-current assets under Canadian GAAP.

  F-41

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  PolyMet Mining Corp.

  (a development stage company)

  Notes to Consolidated Financial Statements

  For the years ended January 31, 2012 and 2011

  Tabular amounts in thousands of U.S. Dollars except for price per share, shares and options

  
  

  19.	Subsequent Event

  On March 9, 2012 PolyMet acquired control of land that it plans to restore to wetlands through an agreement with AG for Waterfowl, LLP ("AG"). PolyMet paid AG $2.0 million cash and issued 2,788,902 of its common shares and a warrant to purchase 1,083,333 of its common shares at US$1.50 per share at any time until December 31, 2015 as consideration for purchase of a $5.9 million face value five year zero interest rate mortgage over land currently in agricultural use that AG will restore to wetlands in order to create wetland credits. The mortgage will be partially released as part of the lands are fully restored to approved wetland status, at which time PolyMet will receive formal wetland credits. Any lands that PolyMet has not requested be restored to wetland will revert to AG and the remaining mortgage, if any, will be released on February 28, 2017. PolyMet is committed to pay AG an additional $680,000 over seven years as compensation for the work AG is continuing to undertake.

  F-52

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  ITEM 19. EXHIBITS

  Exhibit		Footnote
  No.	Description	Ref.
  1.1	Certificate of Incorporation.	(2)	Certificate of Incorporation	(2)
  1.2	Certificate of Change of Name.	(2)	Certificate of Change of Name	(2)
  1.3	Articles of Incorporation of PolyMet Mining Corp.	(2)	Articles of Incorporation of PolyMet Mining Corp	(2)
  4.1	Shareholder Rights Plan Agreement.	(2)	Shareholder Rights Plan Agreement	(2)
  4.2	Contract for Deed between us and Cleveland Cliffs, Ohio, dated November 15, 2005.	(2)	Contract for Deed between us and Cleveland Cliffs, Ohio, dated November 15, 2005.	(2)
  4.3	Contract for Deed between us and Cleveland Cliffs, Ohio, dated December 20, 2006	(1)	Contract for Deed between us and Cleveland Cliffs, Ohio, dated December 20, 2006	(1)
  4.4	Purchase Agreement between us and Glencore, dated October 31, 2008	(8)	Amended and Restated Shareholder Rights Plan	(7)
  4.5	Floating Rate Secured Debenture between us and Glencore, dated October 31, 2008	(8)	2007 PolyMet Omnibus Share Compensation Plan	(7)
  4.6	Guarantee between PolyMet Mining Corp. and Glencore, dated October 31, 2008	(8)	Purchase Agreement between PolyMet Mining Corp., Poly Met Mining, Inc, and Glencore AG, dated October 31, 2008	(8)
  4.7	Security Agreement between PolyMet Mining Corp. and Glencore, dated October 31, 2008	(8)	Form of Floating Rate Secured Debenture dated October 31, 2008	(8)
  4.8	Security Agreement between Poly Met Mining, Inc. and Glencore, dated October 31, 2008	(8)	Guarantee between PolyMet Mining Corp. and Glencore AG, dated October 31, 2008	(8)
  4.9	Pledge Agreement between us and Glencore, dated October 31, 2008	(8)	Security Agreement between PolyMet Mining Corp. and Glencore AG, dated October 31, 2008	(8)
  4.10	Exchange Warrant of PolyMet Mining Corp., dated October 31, 2008	(8)	Security Agreement between Poly Met Mining, Inc. and Glencore AG, dated October 31, 2008	(8)
  4.11	Purchase Warrant of PolyMet Mining Corp., dated October 31, 2008	(8)	Pledge Agreement between Poly Met Mining, Inc. and Glencore AG, dated October 31, 2008	(8)
  4.12	Amendment Letter number 11 to Purchase Agreement between us and Glencore	(9)	Amendment to Purchase Agreement between PolyMet Mining Corp., Poly Met Mining, Inc, and Glencore AG	(9)
  4.13	Amendment and Waiver between the Company, the Issuer and the Purchaser dated November 12, 2010	(10)	Amendment and Waiver between PolyMet Mining Corp., Poly Met Mining, Inc, and Glencore AG dated November 12, 2010	(10)
  4.14	Form of Warrant dated November 12, 2010	(10)	Form of Warrant dated November 12, 2010	(10)
  4.15	Subscription Agreement dated November 12, 2010	(10)	Subscription Agreement with Glencore AG dated November 12, 2010	(10)
  4.16	Registration Rights Agreement dated November 12, 2010	(10)	Registration Rights Agreement dated November 12, 2010	(10)
  4.17	Subscription Agreement dated November 30, 2011	(11)	Subscription Agreement between PolyMet Mining Corp., Poly Met Mining, Inc., and Glencore AG dated November 30, 2011	(11)
  4.18	2011 Warrant	(11)	Form of Warrant dated November 30, 2011	(11)
  4.19	Amendment and Waiver dated November 30, 2011	(11)	Amendment and Waiver dated November 30, 2011	(11)
  4.20	Amended and Restated Exchange Warrant	(11)	Amended and Restated Exchange Warrant dated December 6, 2011	(11)
  4.21	Registration Rights Agreement and Amendment to Existing Registration Rights Agreement	(11)	Registration Rights Agreement and Amendment to Existing Registration Rights Agreement dated November 30, 2011	(11)
  4.22			Amendment to Purchase Agreement between PolyMet Mining Corp., Poly Met Mining, Inc, and Glencore AG	(14)
  4.23			Confirmation of Secured Obligations Agreement between PolyMet Mining Corp., Poly Met Mining, Inc, and Glencore AG	(14)
  4.24			Form of Fixed Rate Secured Debenture	(14)
  4.25			Standby Purchase Agreement between PolyMet Mining Corp. and Glencore AG	(13)

  - 65 -66

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  6.1	2007 PolyMet Omnibus Share Compensation Plan	(7)
  8.1	List of Subsidiaries.	(2)
  11.1	Code of Ethics.	(3)
  11.2	Statement of Corporate Governance Practices, including Audit Mandate and Charter.	(4)
  12.1	Certification of Principal Executive Officer pursuant to 17 C.F.R. 240.13a-14(a).	*
  12.2	Certification of Principal Financial Officer pursuant to 17 C.F.R. 240.13a-14(a).	*
  13.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 17 C.F.R. 240.13a-14(b) and 18 U.S.C. 1350.	*
  14.1	Amended and Restated Shareholder Rights Plan	(7)
  15.1	Technical Report on NorthMet Project by P. Downey and Associates, dated July 2004	(5)
  15.2	Subscription Agreement dated as of July 19, 2004, between us and certain investor(s).	(2)
  15.3	Subscription Agreement dated as of February 11, 2005, between us and certain investor(s).	(2)
  15.4	Subscription Agreement closing on August 29, 2005, between us and certain investor(s).	(2)
  15.5	Subscription Agreement dated as of September 21, 2005, between us and certain investor(s).	(2)
  15.6	Form of Canadian Subscription Agreement between us and certain investor (s).	(1)
  15.7	Form of U.S. Subscription Agreement between us and certain investor(s).	(1)
  15.8	Lease Agreement between us and U.S. Steel Corporation, dated January 4, 1989.	(2)
  15.9	Notice of Assignment of the Lease Agreement from U.S. Steel Corporation to RGGS Land and Minerals, Ltd. L.P.	(2)
  15.10	Nominating and Corporate Governance Committee Charter	(7)
  15.11	Technical Report on NorthMet Project by P.J. Hunter C. Eng. CP dated October 2006	(6)
  15.12	Consent of Independent Registered Public Accounting Firm	*
  16.1	Audit Committee Charter	(7)
  17.1	Executive employment agreement with Mr. William Murray dated July 1, 2007 and amended January 25, 2008	(7)
  17.2	Executive employment agreement with Mr. Douglas Newby dated July 1, 2007	(7)
  17.3	Executive employment agreement with Mr. Joseph Scipioni dated July 1, 2007	(7)
  17.4	Employment agreement with Mr. Niall Moore dated May 6, 2007 and amended January 25, 2008	(7)

  - 66 -

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  4.26	Amendment to Purchase Agreement and Exchange Warrants between PolyMet Mining Corp. and Glencore AG	(17)
  8.1	List of Subsidiaries	(16)
  11.1	Code of Ethics	(3)
  11.2	Statement of Corporate Governance Practices	(4)
  12.1	Certification of Principal Executive Officer pursuant to 17 C.F.R. 240.13a-14(a)	*
  12.2	Certification of Principal Financial Officer pursuant to 17 C.F.R. 240.13a-14(a)	*
  13.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 17 C.F.R. 240.13a-14(b) and 18 U.S.C. 1350.	*
  15.1	Consent of Independent Auditors	*
  15.2	Lease Agreement between us and U.S. Steel Corporation, dated January 4, 1989.	(2)
  15.3	Notice of Assignment of the Lease Agreement from U.S. Steel Corporation to RGGS Land and Minerals, Ltd. L.P	(2)
  15.4	Executive employment agreement with Mr. Douglas Newby dated July 1, 2007	(7)
  15.5	Executive employment agreement with Mr. Jonathan Cherry dated July 16, 2012	(15)
  15.6	Technical Report on NorthMet Project dated October 2012	(12)
  16.1	Disclosure of Mine Safety and Health Administration Safety Data	*

  
  

  Footnote
  Ref.*	DescriptionFiled herewith.
  *	Filed herewith.
  (1)	Incorporated by reference to our Annual Report on Form 20-F/A for the fiscal year ended January 31, 2007, filed on May 31 2007.
  	(2)	Incorporated by reference to our Annual Report on Form 20-F/A for the fiscal year ended January 31, 2006, filed on July 31 2006.
  	(3)	Incorporated by reference to our Annual Report on Form 20-F/A for the fiscal year ended January 31, 2004, filed on July 7, 2005.
  	(4)	Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended January 31, 2005, filed on July 25, 2005.
  	(5)	Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended January 31, 2004, filed on June 30, 2004.
  	(6)	Incorporated by reference to our Report on Form 6-K, filed on November 13, 2006.
  	(7)	Incorporated by reference to our Annual Report on Form-20-F/A for the fiscal year ended January 31, 2008, filed on August 27, 2008.
  	(8)	Incorporated by reference to our Form 13-D relating to our Purchase Agreement filed on November 10, 2008.
  	(9)	Incorporated by reference to our Report on Form 6-K filed on November 23, 2009.
  	(10)	Incorporated by reference to our Report on Form 6-K filed on November 18, 2010.
  	(11)	Incorporated by reference to our Report on Form 6-K filed on December 7, 2011
  	(12)	Incorporated by reference to our Report on Form 6-K filed on April 5, 2013
  	(13)	Incorporated by reference to our Registration Statement on Form F-10 (File No 333-187853) filed on April 10, 2013
  	(14)	Incorporated by reference to our Report on Form 6-K filed on April 11, 2013
  	(15)	Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended January 31, 2013, filed on April 22, 2013.
  	(16)	Incorporated by reference to Item 4(c) – Organizational Structure.
  	(17)	Incorporated by reference to our Report on Form 6-K filed on April 25, 2014.

  - 67 -

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  SIGNATURES

  The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

  Dated: April 30, 201225, 2014

  	POLYMET MINING CORP.
  	/s/ Jonathan Cherry
  	Name:    Jonathan Cherry
  	Title:      Chief Executive Officer

  POLYMET MINING CORP.

  /s/ Joseph Scipioni                                    
  Name:   Joseph Scipioni
  Title:     Chief Executive Officer

  - 68 -

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