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Code of Business Conduct and
Ethics(effective April 5, 2006)

|1. | Introduction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | We require high standards of professional and ethical
      conduct from our employees. Our reputation with our shareholders, business
      partners, prospective investors and other stakeholders for honesty and
      integrity is key to the success of our business. No employee will be
      permitted to achieve results through violations of laws or regulations, or
      through unscrupulous dealings.                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | We intend that the Corporations business practices will
      be compatible with the economic and social priorities of each location in
      which we operate. Although customs vary by country and standards of ethics
      may vary in different business environments, honesty and integrity must
      always characterize our business activity. If a law conflicts with a
      policy in this Code, you must comply with the law; however, if a local
      custom or policy conflicts with this Code, you must comply with the Code.
      If you have any questions about these conflicts, you should ask your
      supervisor how to handle the situation.                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | This Code reflects our commitment to a culture of
      honesty, integrity and accountability and outlines the basic principles
      and policies with which all employees are expected to comply. Please read
      this Code carefully.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In addition to following this Code in all aspects of your
      business activities, you are expected to seek guidance in any case where
      there is a question about compliance with both the letter and the spirit
      of our policies and applicable laws. This Code covers a wide range of
      business practices and procedures. It does not cover every issue that may
      arise, but it sets out basic principles to guide all employees of the
      Corporation. This Code does not supersede the specific policies and
      procedures that are covered in the Corporations operating manuals or in
      separate specific policy statements. References in this Code to the
      Corporation means Polymet Mining Corporation or any of its subsidiaries.
      Reference to employees includes officers and directors.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Those who violate the standards set forth in this Code
      will be subject to disciplinary action up to and including dismissal. If
      you are in a situation that you believe may violate or lead to a violation
      of this Code, follow the guidelines described in Section 16 below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Your cooperation is necessary to the continued success of
      our business and the cultivation and maintenance of our reputation as a
      good corporate citizen.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|2. | Compliance with Laws, Rules and
      Regulations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Compliance with the letter and spirit of all laws, rules
      and regulations applicable to our business is critical to our reputation
      and continued success. All employees must respect and obey the laws of the
      cities, provinces, states and countries in which we operate and avoid even
      the appearance of impropriety. Not all employees are expected to know the
      details of these laws, but it is important to know enough to determine
      when to seek advice from supervisors, managers or other appropriate
      personnel. The Corporation may hold information and training sessions to
      promote compliance with laws, rules and regulations, including insider
      trading laws.                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | Conflicts of Interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | A conflict of interest occurs when an individuals
      private interest interferes, or appears to interfere, in any way with the
      interests of the Corporation. A conflict situation can arise when an
      employee takes actions or has interests that may make it difficult to
      perform his or her work for the Corporation objectively and effectively.
      Conflicts of interest also arise when an employee, or a member of his or
      her family, receives improper personal benefits as a result of his or her
      position in the Corporation. Loans to, or guarantees of obligations of,
      such persons are likely to pose conflicts of interest, as are transactions
      of any kind between the Corporation and any other organization in which
      you or any member of your family have an interest.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Activities that could give rise to conflicts of interest
      are prohibited unless specifically approved by the Board of Directors or
      the Audit Committee. It is not always easy to determine whether a conflict
      of interest exists, so any potential conflicts of interests should be
      reported immediately to your supervisor or the Corporations general legal
      counsel.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | Corporate Opportunities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Employees are prohibited from taking for themselves
      personally opportunities that arise through the use of corporate property,
      information or position and from using corporate property, information or
      position for personal gain. Employees are also prohibited from competing
      with the Corporation directly or indirectly. Employees owe a duty to the
      Corporation to advance the legitimate interests of the Corporation when
      the opportunity to do so arises.                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Employees must maintain the confidentiality of
      information entrusted to them by the Corporation or that otherwise comes
      into their possession in the course of their employment, except when
      disclosure is authorized or legally mandated. Employees may be required to
      execute a standard form confidentiality agreement upon starting employment
      or from time to time during the course of employment. The obligation to
      preserve confidential information continues even after you leave the
      Corporation.                                                                                                                                                                                                                                                                                       

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|   | Confidential information includes all non-public
      information that may be of use to competitors, or harmful to the
      Corporation or its customers, if disclosed. It also includes information
      that suppliers and customers have entrusted to us.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6. | Protection and Proper Use of Corporation
      Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | All employees should endeavor to protect the
      Corporations assets and ensure their efficient use. Theft, carelessness
      and waste have a direct impact on the Corporations profitability. Any
      suspected incidents of fraud or theft should be immediately reported for
      investigation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Corporation assets, such as funds, products or computers,
      may only be used for legitimate business purposes or other purposes
      approved by management. Corporation assets may never be used for illegal
      purposes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The obligation to protect Corporation assets includes
      proprietary information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Proprietary information includes any information that is
      not generally known to the public or would be helpful to our competitors.
      Examples of proprietary information include intellectual property, such as
      trade secrets, patents, trademarks and copyrights, as well as business,
      marketing and service plans, engineering and manufacturing ideas, designs,
      databases, records, salary information and any unpublished financial data
      or reports. Unauthorized use or distribution of this information is a
      violation of Corporation policy. It may also be illegal and may result in
      civil and criminal penalties. The obligation to preserve proprietary
      information continues even after you leave the Corporation.                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7. | Fair Dealing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | We seek to outperform our competition fairly and
      honestly. We seek competitive advantages through superior performance,
      never through unethical or illegal business practices. Stealing
      proprietary information, possessing trade secret information obtained
      without the owners consent or inducing the disclosures of proprietary
      information or trade secrets by past or present employees of other
      companies is prohibited. Each employee should endeavor to deal fairly with
      the Corporations customers, suppliers, competitors and employees. No
      employee should take unfair advantage of anyone through illegal conduct,
      manipulation, concealment, abuse of privileged information,
      misrepresentation of material facts or any other unfair-dealing
      practice.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8. | Discrimination and Harassment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | We value the diversity of our employees and are committed
      to providing equal opportunity in all aspects of employment. Abusive,
      harassing or offensive conduct is unacceptable, whether verbal, physical
      or visual. Examples include derogatory comments based on racial or ethnic
      characteristics and unwelcome sexual advances. Employees are encouraged to
      speak out when a co-workers conduct makes them uncomfortable, and to
      report harassment when it occurs.                                                                                                                                                                                                                                                                                                                                

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|9.  | Safety and Health                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | We are all responsible for maintaining a safe and healthy
      workplace by following safety and health rules and practices. The
      Corporation is committed to keeping its workplaces free from hazards.
      Please report any accidents, injuries, unsafe equipment, practices or
      conditions immediately to a supervisor or other designated person. Threats
      or acts of violence or physical intimidation are prohibited.                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | In order to protect the safety of all employees,
      employees must report to work in condition to perform their duties and
      free from the influence of any substance that could prevent them from
      conducting work activities safely and effectively. The use of illegal
      drugs in the workplace is prohibited.                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10. | Financial Statements and
    Recordkeeping                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Honest and accurate recording and reporting of
      information is critical to our financial reporting and our ability to make
      responsible business decisions. The Corporations accounting records are
      relied upon to produce reports for the Corporations management,
      shareholders, creditors, governmental agencies and others. Our financial
      statements and the books and records on which they are based must
      truthfully and accurately reflect all corporate transactions and conform
      to all legal and accounting requirements and our system of internal
      controls.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | A separate Code of Ethical Conduct for Financial Managers
      forms part of this Code as Schedule A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | All employees have a responsibility to ensure that the
      Corporations records, including accounting records, do not contain any
      false or intentionally misleading entries. We do not permit intentional
      misclassification of transactions as to accounts, departments or
      accounting periods. All transactions must be supported by accurate
      documentation in reasonable detail and recorded in the proper account and
      in the proper accounting period.                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | All Corporation books, records, accounts and financial
      statements must be maintained in reasonable detail, must appropriately
      reflect Corporation transactions and must conform to both applicable legal
      requirements and the system of internal controls of the Corporation.
      Unrecorded or off the books funds or assets should not be maintained
      unless permitted by applicable laws or regulations.                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Business records and communications may become public
      through legal or regulatory investigations or the media. We should avoid
      exaggeration, derogatory remarks, legal conclusions or inappropriate
      characterizations of people and companies. This applies to communications
      of all kinds, including email and informal notes or interoffice memos.
      Records should be retained and destroyed in accordance with the
      Corporations records storage and retention
policy.                                                                                                         

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|11. | Use of E-Mail and Internet
  Services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | E-Mail systems and Internet services are provided to help
      us do work. Incidental and occasional personal use is permitted, but never
      for personal gain or any improper purpose. You may not access, send or
      download any information that could be insulting or offensive to another
      person, such as sexually explicit material or jokes, unwelcome
      propositions, ethnic or racial slurs, or any other message that could be
      viewed as harassment. Also remember that flooding our systems with junk
      mail and trivia hampers the ability of our systems to handle legitimate
      Corporation business and is prohibited.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Employees should not download copyrighted materials,
      should not copy material that is not licensed to the Corporation and
      should follow the terms of a license when using material that is licensed
      to the Corporation. No changes should be made to licensed materials
      without the prior consent of the Corporation. In addition, employees are
      discouraged from downloading games and screensavers, as these are common
      sources of viruses.                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Your messages (including voice mail) and computer
      information are considered the Corporations property and you should not
      have any expectation of privacy. Unless prohibited by law, the Corporation
      reserves the right to access and disclose this information as necessary
      for business purposes. Use good judgment, and do not access, send messages
      or store any information that you would not want to be seen or heard by
      other individuals.                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|12. | Political Activities and
    Contributions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | We respect and support the right of our employees to
      participate in political activities. However, these activities should not
      be conducted on Corporation time or involve the use of any Corporation
      resources such as telephones, computers or supplies. Employees will not be
      reimbursed for personal political contributions.                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | We may occasionally express our views on local and
      national issues that affect our operations. In such cases, Corporation
      funds and resources may be used, but only when permitted by law and by our
      strict guidelines. The Corporation may also make limited contributions to
      political parties or candidates in jurisdictions where it is legal and
      customary to do so. No employee may make or commit to political
      contributions on behalf of the Corporation without the approval of senior
      management.                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|13. | Gifts and Entertainment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Business gifts and entertainment are customary courtesies
      designed to build goodwill among business partners. These courtesies
      include such things as meals and beverages, tickets to sporting or
      cultural events, discounts not available to the general public, travel,
      accommodation and other merchandise or services. In some cultures they
      play an important role in business relationships. However, a problem may
      arise when such courtesies compromise  or appear to compromise  our
      ability to make objective and fair business
decisions.                                                                      

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|    | Offering or receiving any gift, gratuity or entertainment
      that might be perceived to unfairly influence a business relationship
      should be avoided. These guidelines apply at all times, and do not change
      during traditional gift-giving seasons. No gift or entertainment should
      ever be offered, given, provided or accepted by any director or employee
      of the Corporation, or by any family member of a director or employee,
      unless it (1) is not a cash gift, (2) is consistent with customary
      business practices, (3) is not excessive in value, (4) cannot be construed
      as a bribe or payoff and (5) does not violate any applicable laws or
      regulations. Please discuss with your supervisor any gifts or proposed
      gifts if you are uncertain whether they are appropriate.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|14. | Waivers of This Code of Business Conduct and
      Ethics                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Any waiver of this Code with respect to a director or
      officer of the Corporation may be made only by the Board of Directors or
      the Audit Committee. Any such waiver will be promptly disclosed to the
      extent required by applicable laws or stock exchange
regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|15. | Reporting of any Illegal or Unethical
      Behavior                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | We have a strong commitment to conduct our business in a
      lawful and ethical manner. Employees are encouraged to talk to
      supervisors, managers or other appropriate personnel when in doubt about
      the best course of action in a particular situation and to report
      violations of laws, rules, regulations or this Code. We prohibit
      retaliatory action against any employee who, in good faith, reports a
      possible violation. It is unacceptable to file a report knowing it to be
      false.                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|16. | Compliance Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | This Code cannot, and is not intended to, address all of
      the situations you may encounter. There will be occasions where you are
      confronted by circumstances not covered by policy or procedure and where
      you must make a judgment as to the appropriate course of action.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Since we cannot anticipate every situation that may
      arise, it is important for the Corporation to set forth a general way to
      approach a new question or problem. These are the steps to keep in
      mind:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| | • | Make sure you have all of the facts.                                                                                                                                                                                         
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | In order to reach the right solutions, you must be as
      fully informed as possible.                                                                                                                                      
| |   |                                                                                                                                                                                                                              
| | • | Ask yourself what you are specifically being asked to
      do.                                                                                                                                                              
| |   | This analysis will enable you to focus on the specific
      issues that are raised and the available alternatives. Use your judgment
      and common sense. If something seems unethical or improper, it probably
      is.
| |   |                                                                                                                                                                                                                              
| | • | Clarify your responsibility and role.                                                                                                                                                                                        
| |   | In most situations, there is shared responsibility. Are
      your colleagues informed? It may help to get others involved and to
      discuss the problem.                                                                 

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| | • | Discuss the problem with your supervisor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | This approach is best in most if not all situations. Your
      supervisor may be more knowledgeable about the issue and will appreciate
      being brought into the process. It is a supervisors responsibility to
      help you to solve problems.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | • | Seek help from Corporation resources.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |   | In the rare instance in which it may not be appropriate
      to discuss an issue with your supervisor, or in which you feel
      uncomfortable approaching your supervisor, discuss the problem with the
      Corporations general legal counsel. If you prefer to write, address your
      concerns to the Corporations general legal counsel or the Chief Executive
      Officer.                                                                                                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | • | You may report ethical violations in confidence and
      without fear of retaliation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |   | If your situation requires that your identity be kept
      secret, the Corporation will protect your anonymity. The Corporation does
      not permit retaliation of any kind against employees for good faith
      reports of ethical violations. An officer or employee who retaliates
      against someone who has reported an ethical violation in good faith is
      subject to discipline up to and including termination of employment. These
      procedures are intended to encourage and enable employees and others to
      raise serious concerns within the Corporation rather than seeking
      resolution outside the Corporation.                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | • | Ask first.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |   | If you are unsure of the proper course of action, seek
      guidance before you act. If you do not feel comfortable discussing the
      matter with your supervisor, please call the Corporations general legal
      counsel or call the Compliance Hotline for anonymous reporting that will
      be directed to the Chairman of the Audit Committee or other appropriate
      persons. The Compliance Hotline is answered by an outside service provider
      and is available to all employees. If you require an interpreter, every
      reasonable effort will be made to provide you with one. We strive to
      ensure that all questions or concerns are handled fairly, discreetly and
      thoroughly.

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Schedule ACode of Ethical Conduct for Financial
Managers

Introduction

This Code of Ethical Conduct for Financial Managers ("Code")
applies to all Financial Managers of Polymet Mining Corporation (the
"Corporation"). Financial Managers are the Corporation's principal executive
officer, principal financial officer, principal accounting officer, controller
or person performing similar functions.

This Code covers a wide range of financial and non-financial
business practices and procedures. This Code does not cover every issue that may
arise, but it sets out basic principles to guide all Financial Managers of the
Corporation. If a law or regulation conflicts with a policy in this Code, the
Financial Manager must comply with the law or regulation. If a Financial Manager
has any questions about this Code or potential conflicts with a law or
regulation, they should contact the Corporation's Board of Directors, Audit
Committee or General Counsel.

Each Financial Manager shall recognize that Financial Managers
hold an important and elevated role in corporate governance. They are uniquely
capable and empowered to ensure that the Corporation's, its stockholders'and
other stakeholders'interests are appropriately balanced, protected and
preserved. Accordingly, this Code provides principles to which Financial
Managers are expected to adhere and advocate. The Code embodies rules regarding
individual and peer responsibilities, as well as responsibilities to the
Corporation, the stockholders, other stakeholders and the public.

Financial Code Principles and
Responsibilities

Financial Managers shall adhere to and advocate to the best of
their knowledge and ability the following principles and responsibilities
governing their professional and ethical conduct.

|1. | Act with honesty and integrity, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships. A "conflict of interest" exists when an
      individual's private interests interfere or conflict in any way (or even
      appear to interfere or conflict) with the interests of the
    Corporation.                                                                                                                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | When disclosing information to constituents, provide them
      with information that is accurate, complete, objective, relevant, timely
      and understandable. Reports and documents that the Corporation files with
      the B.C. Securities Commission, the U.S. Securities and Exchange
      Commission or other regulatory authority, or releases to the public shall
      contain full, fair, accurate, timely and understandable information. The
      principal executive officer and principal financial officer shall review
      the annual and quarterly reports, certify and file them with the
      appropriate regulatory authorities.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | Comply with rules and regulations of federal, state,
      provincial and local governments, and other appropriate private and public
      regulatory agencies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|4. | Act in good faith, responsibly, with due care, competence
      and diligence, without misrepresenting material facts or allowing their
      independent judgment to be subordinated.                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                         
|5. | Protect and respect the confidentiality of information
      acquired in the course of their work except when authorized or otherwise
      legally obligated to disclose. Confidential information acquired in the
      course of their work shall not be used for personal advantage.
|   |                                                                                                                                                                                                                                                                                         
|6. | Achieve responsible use of and control over all assets
      and resources employed by or entrusted to them.                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                         
|7. | Promptly report code violations to the Corporation's
      Chairman of the Board and Audit Committee
Chairman.                                                                                                                                                                          

Waivers of the Code

Any waiver of this Code for Financial Managers may be made only
by the Audit Committee of the Board of Directors and will be promptly disclosed
as required by law or the private regulatory body. Requests for waivers must be
made in writing to the Corporation's Chairman of the Board and Audit Committee
Chairman prior to the occurrence of the violation of the Code.

Reporting of Violations of the Code, Illegal or Unethical
Behavior

Financial Managers should report observed violations of the
Code and illegal or unethical behavior to the Corporation's Chairman of the
Board and Audit Committee Chairman. All reports will be treated in a
confidential manner and it is the Corporation's policy to not allow retaliation
for reports made in good faith of misconduct by others. The Corporation's Audit
Committee will lead all investigations of alleged violations or misconduct.
Financial Managers are expected to cooperate in internal investigations of
misconduct and violations of this Code.

Violations of the Code

Financial Managers who violate the standards of this Code will
be subject to disciplinary action, which may include termination of employment,
civil action and/or referral to law enforcement agencies for criminal
prosecution.

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