---

POLYMET MINING CORP.NOMINATING AND
CORPORATE GOVERNANCE COMMITTEE CHARTER

|1. | PURPOSE
|-- | -------

The purpose of the Nominating & Corporate Governance
Committee (in this charter, the Committee) is to identify and recommend
qualified individuals as members of the Board and of its committees, to review
and set out recommendations for non-stock based remuneration for Board members
to the Board and to monitor and review PolyMet Mining Corps. (the Company)
corporate governance practices and policies and make recommendations for changes
when appropriate.

|2. | STRUCTURE AND OPERATIONS
|-- | ------------------------

The Committee shall be composed of not less than three (3)
directors. Members of the Committee shall be independent and appointed or
reappointed at the meeting of the Board, immediately following the AGM, and in
the normal course of business will serve a minimum of three (3) years. Each
member shall continue to be a member of the Committee until a successor is
appointed, unless the member resigns, is removed or ceases to be a director. The
Board may fill a vacancy that occurs in the Committee at any time.

The Board or, in the event of its failure to do so, the members
of the Committee, shall appoint or reappoint at the meeting of the Board,
immediately following the AGM, a chairman among their number. The chairman shall
not be a former Officer of the Company and shall serve as a liaison between the
Committee and Management.

Meetings of the Committee shall be held at least once annually,
provided that due notice is given and a quorum of the majority of the members is
present. Where a meeting is not possible, resolutions in writing which are
signed by all members of the Committee are as valid as if they had been passed
at a duly held meeting. The frequency and nature of the meeting agendas are
dependent upon business matters and affairs which the Company faces from time to
time.

The Committee shall report to the Board on its activities after
each of its meetings. In addition, it shall review and assess the adequacy of
this charter annually and, where necessary, recommend changes to the Board for
approval. The Committee shall undertake and review with the Board an annual
performance evaluation of the Committee.

---

|3. | SPECIFIC DUTIES
|-- | ---------------

The Committee shall:

| | 1. | review the composition of the Board, taking into
      consideration the current strengths, skills and experience of the Board;
      the strategic direction of the Company; the competencies and skills that
      the Committee considers to be necessary for the Board, as a whole, to
      possess; and the qualification of the current Board members;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                              
| | 2. | recommend to the Board nominees for election and
      re-election as members and specify the qualifications that each new
      nominee will bring to the Board, including without
  limitation:                                                                                                                                                            

| | a. | personal qualities, characteristics, skills, experiences,
      accomplishments and reputation in the business
community;
| | -- | -------------------------------------------------------------------------------------------------------------------------

| | b. | current knowledge and contacts in the countries and/or
      communities in which the Company does business and in the Companys
      industry sector or other industries relevant to the Companys
    business;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                   
| | c. | ability and willingness to commit adequate time and
      resources to Board and Committee matters, and be responsive to the needs
      of the Company, and                                                      
| |    |                                                                                                                                                                                                                   
| | d. | compliance with all legal and regulatory requirements of
      a Board member.                                                                                                                                    

| | 3. | ensure that a comprehensive orientation
        is received by new directors and that continuing education opportunities
        are available to all directors;                                                                                                                                                  
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                   
| | 4. | recommend to the Board prior
        to the annual meeting of the Board, the allocation of the directors to
        each of the committees of the Board. Where a vacancy occurs at any time
        in the membership of any committee of the Board, recommend to the Board
        a member to fill such vacancy;
| |    |                                                                                                                                                                                                                                                                                                                   
| | 5. | annually assess the performance
        of the Board, each director and the committees of the Board and make recommendations
        to the Board;                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                   
| | 6. | review with the Board, on a regular
        basis, the methods and processes by which the Board fulfills its duties
        and responsibilities, including without limitation:                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                   
| |    | a.                                                                                                                                                                                                                                                                                                                

---

| |     | b.                                                                                                                                                                                                                      | the number and content of Board meetings;                                        
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                         |                                                                                  
| |     | c.                                                                                                                                                                                                                      | resources available to the directors, and                                        
| |     |                                                                                                                                                                                                                         |                                                                                  
| |     | d.                                                                                                                                                                                                                      | the communication process between the Board, its
      committees and Management.
| |     |                                                                                                                                                                                                                         |                                                                                  
| | 7.  | recommend non-stock based directorscompensation to the
      Board;                                                                                                                                                   
| |     |                                                                                                                                                                                                                         |                                                                                  
| | 8.  | review at least annually the corporate governance
      policies and practices and make appropriate recommendations for their
      improvement;                                                                       
| |     |                                                                                                                                                                                                                         |                                                                                  
| | 9.  | prepare recommendations for the board regarding any
      reporting required or recommended on corporate governance (e.g. public
      disclosure documents required by the TSX guidelines);                           
| |     |                                                                                                                                                                                                                         |                                                                                  
| | 10. | retain and compensate such independent advisors as it may
      deem necessary or advisable to permit it to carry out its duties. The
      expenses related to such engagement shall be funded by the Company,
    and
| |     |                                                                                                                                                                                                                         |                                                                                  
| | 11. | have such other powers and duties as delegated to it by
      the Board.                                                                                                                                               

Approved by the Board on January 16, 2008.

---