PolyMet Mining Corp.: Exhibit 99.2 - Filed by newsfilecorp.com

THIS AGREEMENT (this "Agreement") is made as of July 19, 2022 (the "Effective Date")

POLYMET MINING CORP., a company governed by the laws of the Province of British Columbia ("PolyMet Parent");

TECK RESOURCES LIMITED, a corporation governed by the laws of Canada ("Teck Parent");

TECK AMERICAN INCORPORATED, a company governed by the laws of the State of Washington ("Teck US").

WHEREAS each of JVCo and Teck US hold separate mineral projects in the Duluth Complex in northeastern Minnesota, USA;

AND WHEREAS it is contemplated as part of the reorganizations (the "PolyMet Reorganizations") to be effected by PolyMet Parent in connection with the transactions contemplated by this Agreement that, among other things: (a) JVCo shall convert into a limited liability company governed by the laws of Delaware (following such conversion, also "JVCo"); (b) PolyMet US shall be the sole member of JVCo; and (c) JVCo and PolyMet US shall enter into a Limited Liability Company Agreement (the "Original LLC Agreement");

AND WHEREAS it is contemplated in connection with the transactions contemplated by this Agreement that, among other things: (a) Teck US shall contribute the Contributed Assets to JVCo; (b) JVCo shall issue a 50% Ownership Interest in JVCo to Teck US as consideration for the Contributed Assets; and (c) JVCo, PolyMet US and Teck US shall enter into an amended and restated LLC Agreement substantially in the form attached as Schedule Q (the "LLC Agreement"), which shall amend and restate the Original LLC Agreement;

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as follows:

In this Agreement, unless something in the subject matter or context is inconsistent therewith, all capitalized terms referred to in this Agreement shall have the meanings given thereto in Schedule A.

The following rules of interpretation shall apply in this Agreement unless something in the subject matter or context is inconsistent therewith:

(b) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(c) the headings in this Agreement form no part of this Agreement and are deemed to have been inserted for convenience only and shall not affect the construction or interpretation of any of its provisions;

(d) all references in this Agreement shall be read with such changes in number and gender that the context may require;

(e) references to "Articles," "Sections" and "Recitals" refer to articles, sections and recitals of this Agreement;

(f) the use of the words "including" or "includes" followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it;

(g) the rule of construction that, in the event of ambiguity, the contract shall be interpreted against the Party responsible for the drafting or preparation of the Agreement, shall not apply;

(h) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision;

(i) any reference to a statute is a reference to the applicable statute and to any regulations made pursuant thereto and includes all amendments made thereto and in force, from time to time, and any statute or regulation that has the effect of supplementing or superseding such statute or regulation;

(j) unless something in the subject matter or context is inconsistent therewith or unless otherwise provided, any reference to a specific agreement, contract or document in this Agreement is to that agreement, contract or document in its current form or as it may from time to time be amended, supplemented, varied, novated, extended, altered, replaced or changed;

(k) all calculations and computations made pursuant to this Agreement shall be carried out in accordance with Applicable Accounting Standards consistently applied to the extent that such principles are not inconsistent with the provisions of this Agreement;

(l) in the case of any matters that are expressly left to a Person's discretion (whether sole, absolute or otherwise), such Person may take into account any considerations that such Person may deem appropriate, including the personal interests of such Person, without regard to any duty (fiduciary or otherwise) that such Person may have to any other Party and shall not be considered to have violated any duty (fiduciary or otherwise) by doing so;

(m) where any statement or disclosure is qualified by the expression "to the knowledge of" or any similar expression, the Party in respect of whom the expression is made shall be deemed to have knowledge of anything of which the Senior Executive Officer of the Party has knowledge, having made due enquiries as a prudent business person in comparable circumstances would make and that are reasonably necessary to enable such Person to make the relevant statement or disclosure;

(n) in this Agreement, an agreement, representation or warranty for two or more persons is for the benefit of them jointly and each of them individually and an agreement, representation or warranty by two or more persons binds them jointly and each of them individually. A reference to a group of persons or things is a reference to them jointly or individually; and

(o) the words "written" or "in writing" include printing or any electronic means of communication capable of being visibly reproduced at the point of reception including fax or email.

An action by a Person will be deemed to have been taken in the "Ordinary Course of Business" only if: (a) such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person; (b) such action is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority); (c) such action is similar in nature and magnitude to actions customarily taken by a majority of Persons in the same industry or line of business as such Person, in the ordinary course of the normal day-to-day operations; and (d) to the extent such action is subject to any requirement of prior consent from another Person, such consent has been obtained and such action is consistent with such consent.

In this Agreement, unless something in the subject matter or context is inconsistent In this Agreement, unless something in the subject matter or context is inconsistent therewith, a "day" shall refer to a calendar day and in calculating all time periods the first day of a period is not included and the last day is included and in the event that any date on which any action is required to be taken hereunder is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day.

All references to moneys in this Agreement are references to U.S. dollars and all obligations hereunder shall be denominated in U.S. dollars.

(i) a Person controls a body corporate if securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are beneficially owned by the Person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;

(ii) a Person controls an unincorporated entity, other than a limited partnership, if more than 50% of the ownership interests, however designated, into which the entity is divided are beneficially owned by that Person and the Person is able to direct the business and affairs of the entity; and

(iii) the general partner of a limited partnership controls the limited partnership.

(b) A Person who controls an entity is deemed to control any entity that is controlled, or deemed to be controlled, by the entity.

(c) A Person is deemed to control, within the meaning of Section 1.6(a)(i) or Section 1.6(a)(ii), an entity if the aggregate of

(i) any securities of the entity that are beneficially owned by that Person; and

(ii) any securities of the entity that are beneficially owned by any entity controlled by that Person,

is such that, if that Person and all of the entities referred to in Section 1.6(c)(ii) that beneficially own securities of the entity were one Person, that Person would control the entity.

(i) prior to the Closing Date, JVCo shall be considered under the control of PolyMet Parent; and

(ii) following the Closing Date, JVCo shall not be considered under the control of: (x) any Party; or (y) the Affiliate of any Party.

At the Closing, Teck US shall, subject to the terms and conditions of this Agreement, contribute to JVCo the Contributed Assets for the consideration specified in Section 2.3.

(a) Subject to the terms and conditions of this Agreement, JVCo covenants and agrees to assume, pay, satisfy, discharge, perform and fulfil, effective as of and from and after the Time of Closing, when due any and all Assumed Obligations.

(b) For the avoidance of doubt, the Assumed Obligations: (i) include certain Liabilities and Obligations of PolyMet Parent; and (ii) may include certain Liabilities and Obligations of: (x) Affiliates of PolyMet Parent; (y) Teck US; (z) Teck Parent; or (aa) Affiliates of Teck Parent, that have been or may be imposed under Governmental Authorizations with respect to the PolyMet Underlying Assets and/or the Contributed Assets which Assumed Obligations may not be assignable or otherwise Transferrable to JVCo under Applicable Law (the "Retained Obligations").

(c) Although the Retained Obligations may not be assignable or otherwise Transferrable to JVCo under Applicable Law, it is the Parties' intent that JVCo covenants and agrees to assume, pay, satisfy, discharge, perform and fulfil, effective as of and from and after the Time of Closing, when due any and all Retained Obligations. Accordingly, JVCo shall indemnify and hold: (a) PolyMet Parent, its Affiliates and their respective directors, officers, employees and agents harmless in respect of Claim which may be made or brought against an Indemnified Person or which it may suffer or incur directly or indirectly as a result of, in respect of or arising out of any Retained Obligations; and (b) Teck US, Teck Parent, their respective Affiliates and their respective directors, officers, employees and agents harmless in respect of Claim which may be made or brought against an Indemnified Person or which it may suffer or incur directly or indirectly as a result of, in respect of or arising out of any Retained Obligations. Notwithstanding any other provision of this Agreement, the indemnity provided by JVCo pursuant to this Section 2.2(c) shall survive indefinitely and shall not be subject to any limitation contemplated in this Agreement.

The consideration of the contribution of the Contributed Assets, shall be satisfied at the Time of Closing by: (x) the assumption, payment, satisfaction, discharge, performance and fulfillment by JVCo of the Assumed Obligations; and (y) the issuance of JVCo to Teck US of 50% of the Ownership Interests (the "Equity Consideration").

(a) Teck US shall bear all risk of loss or damage to, or destruction of, the Contributed Assets until the Time of Closing and JVCo shall bear all such risk of loss from and after the Time of Closing.

(b) PolyMet Parent shall bear all risk of loss or damage to, or destruction of, the PolyMet Underlying Assets until the Time of Closing and JVCo shall bear all such risk of loss from and after the Time of Closing.

The responsibility for paying any transfer taxes payable in respect of the sale and transfer of the Contributed Assets to JVCo shall be borne by Teck US and Teck US shall pay or cause to be paid when due such amounts to the appropriate Governmental Authority. On or prior to Closing, Teck US shall provide evidence reasonably satisfactory to JVCo that Teck US has paid any transfer taxes payable in respect of the sale, transfer and assignment of the Contributed Assets from Teck US to JVCo.

As applicable: (a) Teck US shall pay and deliver to PolyMet Parent a cash amount equal to the Closing Permitted Expenses Adjustment by wire transfer of immediately available funds to the bank account designated by PolyMet Parent in writing at least two Business Days prior to the Closing Date; or (b) PolyMet Parent shall pay and deliver to Teck US a cash amount equal to the Closing Permitted Expenses Adjustment by wire transfer of immediately available funds to the bank account designated by Teck US in writing at least two Business Days prior to the Closing Date.

At the Closing, Teck US shall deliver (together, the "Teck Closing Deliverables"):

(a) to JVCo all deeds, bills of sale, conveyances, transfers, assignments, instruments and other documents which are necessary to assign, sell, transfer, convey and set over the Contributed Assets and the Assumed Obligations to JVCo contemplated by this Agreement, in such form and with such content as JVCo and Teck US, each acting reasonably, may mutually agree;

(b) to JVCo all other agreements, documents, instruments or certificates required to be delivered by Teck US at or before the Closing under Schedule C; and

(c) to PolyMet Parent all agreements, documents, instruments or certificates required to be delivered by Teck US at or before the Closing under Schedule D.

At the Closing, PolyMet Parent shall deliver (together, the "PolyMet Parent Closing Deliverables"):

(a) to JVCo all deeds, bills of sale, conveyances, transfers, assignments, instruments and other documents which are necessary to assign, sell, transfer, convey and set over any "wrong pocket" PolyMet Underlying Assets discovered in the Interim Period and the Assumed Obligations to JVCo contemplated by this Agreement, in such form and content as JVCo and PolyMet Parent, each acting reasonably, may mutually agree;

(b) to JVCo all other agreements, documents, instruments or certificate required to be delivered by PolyMet Parent at or before the Closing under Schedule E; and

(c) to Teck US all agreements, documents, instruments or certificates required to be delivered by PolyMet Parent at or before the Closing under Schedule F.

(a) to Teck US, a copy of the appropriate notation on the register of securityholders evidencing the Equity Consideration;

(b) to Teck US all other agreements, documents, instruments or certificates required to be delivered by JVCo at or before the Closing under Schedule G;

(c) to Teck Parent all agreements, documents, instruments or certificates required to be delivered by JVCo at or before the Closing under Schedule H; and

(d) to PolyMet Parent all agreements, documents, instruments or certificates required to be delivered by JVCo at before the Closing under Schedule I.

It shall be a condition of the Closing that all matters of payment and the execution and delivery of documents by any Party to the other Parties pursuant to the terms of this Agreement shall be concurrent requirements and that nothing will be complete at the Closing until everything required as a Condition Precedent to the Closing has been paid, satisfied, executed and delivered, as the case may be.

If allowed by Applicable Law any: (x) Governmental Authorization; or (y) Existing Permit, forming part of: (i) the Contributed Assets; or (ii) the PolyMet Underlying Assets, shall be assigned, sold, Transferred, conveyed and set over to JVCo at the Closing; provided, however, that notwithstanding any other provision of this Agreement, if any such Governmental Authorization or Existing Permit ("Retained Governmental Authorizations and Permits") may not under Applicable Law be assigned, sold, Transferred, conveyed and set over to JVCo until a Governmental Authority has approved such assignment, sale, Transfer or conveyance following the Closing, then such assignment, sale, Transfer, conveyance, and setting over of such Retained Governmental Authorization and Permit shall be deemed not to have occurred at Closing, such Retained Governmental Authorization and Permit shall be held in trust for the benefit of JVCo, and the Parties shall cooperate as required by Section 11.1 to complete such assignment, sale, Transfer, conveyance, and setting over of such Retained Governmental Authorization and Permit as soon as practicable following the Closing in accordance with Applicable Law.

For the avoidance doubt, Teck US acknowledges and accepts that, upon the issuance to Teck US of the Equity Consideration and as a result of being the beneficial owner of the Equity Consideration and a party to the LLC Agreement, Teck US will be responsible for 50% of: (x) the PolyMet Environmental Liabilities; and (y) the other Assumed Obligations (including the PolyMet Reclamation Obligations), existing as of the Closing Date or incurred after the Closing.

The Parties agree that the structure and order of the PolyMet Reorganizations described in Schedule J may be amended by the written agreement of the Parties if the Parties determine that such amendment is preferred from a commercial, legal and/or tax perspective, following consultation with their respective advisers, or otherwise if such amendment is determined to be necessary to comply with Applicable Law.

(a) To the extent required by Applicable Law, PolyMet Parent shall, within any relevant period prescribed by Applicable Law, notify or cause the notification of the execution of this Agreement as of the Effective Date and following the execution of this Agreement, the completion at Closing of the PolyMet Reorganizations with the appropriate Governmental Authorities, including, if applicable, the United States Internal Revenue Service, in each case in the appropriate form as required by Applicable Law.

(b) PolyMet Parent shall promptly (and in any event within two Business Days of the date of such completion) notify Teck Parent of the completion of the PolyMet Reorganizations.

Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement shall take place at a closing (the "Closing") to be held electronically at 12:00 p.m. (Vancouver time), no later than two Business Days after the last of the conditions to Closing set out in Article 14 have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), or at such other time or on such other date as Parties may mutually agree upon in writing (the day on which the Closing takes place being the "Closing Date").

Contemporaneously with the execution and delivery of this Agreement, JVCo and PolyMet Parent are delivering to Teck US and Teck Parent the PolyMet Disclosure Letter, which modifies and qualifies certain representations and warranties of JVCo and PolyMet Parent contained in Schedule K and Schedule L. Notwithstanding anything in the PolyMet Disclosure Letter to the contrary, any disclosure in the PolyMet Disclosure Letter shall be a disclosure for purposes of all representations and warranties in Schedule K and Schedule L to the extent the relevance of such disclosure to any such representation or warranty is reasonably clear on the face of such disclosure.

Each of JVCo and PolyMet Parent represents and warrants to Teck US and Teck Parent as set out on Schedule K, and each of JVCo and PolyMet Parent acknowledges that each of Teck US and Teck Parent is relying upon such representations and warranties in connection with the entering into of this Agreement.

Each of JVCo and PolyMet Parent represents and warrants to Teck US and Teck Parent as set out on Schedule L, and each of JVCo and PolyMet Parent acknowledges that each of Teck US and Teck Parent is relying upon such representations and warranties in connection with the entering into of this Agreement.

Contemporaneously with the execution and delivery of this Agreement, Teck US and Teck Parent are delivering to JVCo and PolyMet Parent the Teck Disclosure Letter, which modifies and qualifies certain representations and warranties of Teck US and Teck Parent contained in Schedule M. Notwithstanding anything in the Teck Disclosure Letter to the contrary, any disclosure in the Teck Disclosure Letter shall be a disclosure for purposes of all representations and warranties in Schedule M to the extent the relevance of such disclosure to any such representation or warranty is reasonably clear on the face of such disclosure.

Each of Teck US and Teck Parent represents and warrants to JVCo and PolyMet Parent as set out on Schedule M and each of Teck US and Teck Parent acknowledges that each of JVCo and PolyMet Parent is relying upon such representations and warranties in connection with the entering into of this Agreement.

(a) Except to the extent prohibited by Applicable Law, from the Effective Date to the earlier of: (x) the Closing Date; or (y) the time this Agreement is terminated in accordance with its provisions, Teck US and Teck Parent shall continue providing JVCo and PolyMet Parent and their respective officers, directors, employees, consultants and advisors:

(i) reasonable access to the Contributed Assets, including the Contributed Real Properties;

(ii) reasonable access to Teck US's employees who have direct involvement with the Mesaba Business;

(iii) reasonable access to all the properties, books, contracts, commitments, reports and records of Teck US or Teck Parent directly relating to the Contributed Assets, including the right to inspect, after providing notice and subject to reasonable conditions, any information systems and other assets;

(iv) true and complete copies of all title documents to all of the Contributed Assets; and

(v) such financial and operating data and other information directly relating to the Contributed Real Properties, the Contributed Assets, and the Mesaba Business as each of JVCo and PolyMet Parent may from time to time reasonably request.

(b) JVCo and PolyMet Parent and their officers, directors, employees, consultants and advisors shall give reasonable prior notice to Teck US and/or Teck Parent prior to conducting such inspections (and in no event less than 24 hours' notice prior to conducting such inspections), and conduct all such inspections in a manner that will minimize disruptions to the business and operations of each of Teck US and Teck Parent.

(c) Notwithstanding anything to the contrary in this Section 7.1, neither JVCo nor PolyMet Parent nor any other Person shall have access to employee records or any other information to the extent that (i) the disclosure of such records and information is prohibited by Applicable Law or lawfully protected by a confidentiality agreement or (ii) the employees to whom such employee records relate will not be associated with the Mesaba Business after Closing.

Teck US and Teck Parent covenant and agree that except as: (i) otherwise expressly provided in this Agreement; (ii) set out in the Committed Work Program and Budget (as defined in the LLC Agreement), or (iii) approved by the other Parties in writing, from the Effective Date to the earlier of: (x) the Closing Date; or (y) the time this Agreement is terminated in accordance with its provisions:

(a) Teck US shall operate in the Ordinary Course of Business and, consistent with such operation, make commercially reasonable efforts to comply in all material respects with all Applicable Law and contractual obligations of Teck US relating to the Contributed Assets;

(b) Teck US shall not Transfer, lease, license, mortgage, pledge or Encumber any Contributed Assets;

(d) Teck US shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(e) Teck US shall not take, or agree to or commit to take, any action that: (x) would or is reasonably likely to result in any of the Conditions Precedent not being satisfied; (y) would make any representation or warranty of Teck US or Teck Parent contained in this Agreement inaccurate in any respect at, or as of any time prior to, the Closing Date; or (z) would impair the ability of the Parties to consummate the Closing in accordance with the provisions of this Agreement or delay such consummation;

(f) Teck US shall not enter into any Contract or transaction relating to the purchase or disposal of assets relating to the Mesaba Business other than in the Ordinary Course of Business;

(g) Teck Parent shall not cause any Liabilities or Obligations to be incurred with respect to the Mesaba Business, and Teck US shall not incur any such Liabilities or Obligations to be incurred, which in either case would have a Contributed Asset Material Adverse Effect regardless of whether such Liabilities or Obligations are or may be within the Ordinary Course of Business; and

(h) For the avoidance of doubt, and notwithstanding anything provided in this Section 7.2, neither Teck US nor Teck Parent shall enter into any agreement addressing or resolving in the Interim Period any matters identified in the Teck Disclosure Letter as PolyMet consent items without the prior written consent of PolyMet Parent, which consent shall not be unreasonably withheld, delayed, or conditioned.

(i) For the avoidance of doubt, the covenants and agreements in this Section 7.2 apply solely with respect to the Contributed Assets and not with respect to the other business of Teck US and Teck Parent not directly related to the Mesaba Business.

(a) Except as expressly provided below, nothing in Article 7 shall prevent, limit, circumscribe or otherwise restrict in any way whatsoever Teck US from:

(i) taking any step that Teck US has determined is reasonable to prevent, address or mitigate the effects of any environmental hazard, any occupational health hazard, any safety and welfare hazard, or any emergency;

(ii) taking any step that Teck US has determined is reasonable in an urgent, emergency or disaster situation with the intention of preventing, addressing or mitigating any adverse effect of such situation in relation to Teck US or its Affiliates, including, for the avoidance of doubt:

A. ensuring safety of personnel or local communities, protecting the environment, preserving property or as required to contain social unrest or reputational damage or otherwise minimizing any adverse effect of such situation in relation to the Mesaba Business; and

B. any measures reasonably adopted in light of, or in light of any new developments arising in connection with, the COVID-19 pandemic, in particular where aimed at avoiding or reducing any negative impact on the Mesaba Business, complying with the recommendations of any Governmental Authority or taking advantage of any flexibility or relief measures afforded by Applicable Law or any Governmental Authority in the context of the COVID-19 pandemic;

(iii) undertaking any action that Teck US has determined is reasonably required to be undertaken to: (x) comply with Applicable Law relating to the Contributed Assets; or (y) or pursuant to any Governmental Authorization governing the Contributed Assets;

(iv) subject to Section 7.2(g) and Section 7.2(h), taking any step that Teck US has determined is reasonable to prevent, address or mitigate injury or damage to any person or property;

(v) subject to Section 7.2(g) and Section 7.2(h), undertaking (or refraining from taking) any actions to the extent that such matters are contemplated in any programs, budgets, mine plans, work plans or business plans included in the Teck Disclosure Letter; and

(vi) subject to Section 10.3(iii), communicating with Governmental Authorities including the scope, timing and tactics in connection with such communications.

(b) Teck US shall, to the extent practicable, keep JVCo and PolyMet Parent reasonably apprised of any actions or steps taken by Teck US under Section 7.3 related to the transactions contemplated by this Agreement (other than, for the avoidance of doubt, actions or steps which are immaterial in nature). Such reasonable apprisal shall include advance notice (to the extent practicable), but for the avoidance of doubt the provision of advance notice shall not be a condition to the taking of any applicable action or step.

Subject to Section 7.2 and Section 7.3, Teck US and Teck Parent will maintain the Contributed Assets in good order in a manner consistent with past practice and customary industry standards.

(a) Except to the extent prohibited by Applicable Law, from the Effective Date to the earlier of: (x) the Closing Date; or (y) the time this Agreement is terminated in accordance with its provisions, JVCo and PolyMet Parent shall continue providing Teck US and Teck Parent and their respective officers, directors, employees, consultants and advisors:

(i) reasonable access to the PolyMet Underlying Assets, including the PolyMet Underlying Real Properties;

(iii) reasonable access to all the properties, books, contracts, commitments, reports and records of JVCo or PolyMet Parent directly relating to the PolyMet Underlying Assets, including the right to inspect, after providing notice and subject to reasonable conditions, any information systems and other assets;

(iv) true and complete copies of all minute books and stock record books of JVCo relating to the PolyMet Underlying Assets and, where applicable, title documents to all of the PolyMet Underlying Assets; and

(v) such financial and operating data and other information directly relating to the PolyMet Underlying Assets, the PolyMet Underlying Real Properties, and the PolyMet Business as each of Teck US and Teck Parent may from time to time reasonably request.

(b) Teck US and Teck Parent and their officers, directors, employees, consultants and advisors shall give reasonable prior notice to JVCo and/or PolyMet Parent prior to conducting such inspections (and in no event less than 24 hours' notice prior to conducting such inspections), and shall conduct all such inspections in a manner that will minimize disruptions to the business and operations of each of JVCo and PolyMet Parent.

(c) Notwithstanding anything to the contrary in this Article 8, neither Teck US nor Teck Parent nor any other Person shall have access to employee records or any other information to the extent that the disclosure of such records and information is prohibited by Applicable Law or lawfully protected by a confidentiality agreement.

JVCo and PolyMet Parent covenant and agree that except as: (i) otherwise expressly provided in this Agreement; (ii) set out in the Committed Work Program and Budget (as defined in the LLC Agreement); or (iii) approved by the other Parties in writing, from the Effective Date to the earlier of: (x) the Closing Date; or (y) the time this Agreement is terminated in accordance with its provisions:

(a) JVCo shall operate in the Ordinary Course of Business and, consistent with such operation, make commercially reasonable efforts to comply in all material respects with all Applicable Law and contractual obligations of JVCo relating to the PolyMet Underlying Assets;

(b) JVCo shall not Transfer, lease, license, mortgage, pledge or Encumber any PolyMet Underlying Assets;

(d) JVCo shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization (other than in the Ordinary Course of Business) or other reorganization;

(e) JVCo shall not take, or agree to or commit to take, any action that: (x) would or is reasonably likely to result in any of the Conditions Precedent not being satisfied; (y) would make any representation or warranty of JVCo or PolyMet Parent contained in this Agreement inaccurate in any respect at, or as of any time prior to, the Closing Date; or (z) would impair the ability of the Parties to consummate the Closing in accordance with the provisions of this Agreement or delay such consummation;

(f) JVCo shall not enter into any Contract or transaction relating to the purchase or disposal of assets relating to the PolyMet Business other than in the Ordinary Course of Business;

(g) PolyMet Parent shall not cause any Liabilities or Obligations to be incurred with respect to the PolyMet Business, and Teck US shall not incur any such Liabilities or Obligations to be incurred, which in either case would have a PolyMet Material Adverse Effect regardless of whether such Liabilities or Obligations are or may be within the Ordinary Course of Business;

(h) For the avoidance of doubt, and notwithstanding anything provided in this Section 8.2, neither JVCo nor PolyMet Parent shall enter into any agreement addressing or resolving in the Interim Period any matters identified in the PolyMet Disclosure Letter as Teck consent items without the prior written consent of Teck Parent, which consent shall not be unreasonably withheld, delayed, or conditioned; and

(i) For the avoidance of doubt, the covenants and agreements in this Section 8.2 apply solely with respect to the Contributed Assets and not with respect to the other business of Teck US and Teck Parent not directly related to the Mesaba Business.

(a) Except as expressly provided below, nothing in Article 8 shall prevent, limit, circumscribe or otherwise restrict in any way whatsoever JVCo from:

(i) taking any step that JVCo has determined is reasonable to prevent, address or mitigate the effects of any environmental hazard, any occupational health hazard, any safety and welfare hazard, or any emergency;

(ii) taking any step that JVCo has determined is reasonable in an urgent, emergency or disaster situation with the intention of preventing, addressing or mitigating any adverse effect of such situation in relation to JVCo or its Affiliates, including, for the avoidance of doubt:

B. any measures reasonably adopted in light of, or in light of any new developments arising in connection with, the COVID-19 pandemic, in particular where aimed at avoiding or reducing any negative impact on the PolyMet Business, complying with the recommendations of any Governmental Authority or taking advantage of any flexibility or relief measures afforded by Applicable Law or any Governmental Authority in the context of the COVID-19 pandemic;

(iii) undertaking any action that PolyMet Parent has determined is reasonably required to be undertaken to: (x) comply with Applicable Law relating to the PolyMet Underlying Assets; or (y) or pursuant to any Governmental Authorization governing the PolyMet Underlying Assets;

(iv) subject to Section 8.2(g) and Section 8.2(h), taking any step that JVCo has determined is reasonable to prevent, address or mitigate injury or damage to any person or property;

(v) subject to Section 8.2(g) and Section 8.2(h), undertaking (or refraining from taking) any actions to the extent that such matters are contemplated in any programs, budgets, mine plans, work plans or business plans included in the PolyMet Disclosure Letter;

(vi) subject to Section 10.3(iii) communicating with Governmental Authorities including the scope, timing and tactics in connection with such communications.

(b) JVCo shall, to the extent practicable, keep Teck US and Teck Parent reasonably apprised of any actions or steps taken by JVCo under Section 8.3 related to the transactions contemplated by this Agreement (other than, for the avoidance of doubt, actions or steps which are immaterial in nature). Such reasonable apprisal shall include advance notice (to the extent practicable), but for the avoidance of doubt the provision of advance notice shall not be a condition to the taking of any applicable action or step.

Subject to Section 8.2 and Section 8.3, JVCo and PolyMet Parent will maintain the PolyMet Underlying Assets in good order in a manner consistent with past practice and customary industry standards.

(a) At least 3 Business Days before the Closing, Teck US shall prepare and deliver to JVCo a statement setting out Teck US's good faith estimate of the Closing Permitted Expenses (the "Teck Estimated Closing Permitted Expenses") Teck US has incurred during the Interim Period (the "Teck Estimated Closing Permitted Expenses Statement") and a certificate dated the Closing Date and signed by a duly authorized officer of Teck US that the Teck Estimated Closing Permitted Expenses Statement was prepared in accordance with the Applicable Accounting Standards that were also used in the preparation of the financial statements for the most recent financial year end as if such Teck Estimated Closing Permitted Expenses Statement was being prepared and audited as of a financial year end.

(b) At least 3 Business Days before the Closing, JVCo shall prepare and deliver to Teck US a statement setting out JVCo's good faith estimate of the Closing Permitted Expenses (the "PolyMet Estimated Closing Permitted Expenses") JVCo has incurred during the Interim Period (the "PolyMet Estimated Closing Permitted Expenses Statement") and a certificate dated the Closing Date and signed by a duly authorized officer of JVCo that the PolyMet Estimated Closing Permitted Expenses Statement was prepared in accordance with the Applicable Accounting Standards that were also used in the preparation of the financial statements for the most recent financial year end as if such PolyMet Estimated Closing Permitted Expenses Statement was being prepared and audited as of a financial year end.

(c) The "Closing Permitted Expenses Adjustment" shall be an amount equal to the PolyMet Estimated Closing Permitted Expenses minus the Teck Estimated Closing Permitted Expenses and then divided by two. If the Closing Permitted Expenses Adjustment is a positive number, then Teck US shall pay to PolyMet Parent an amount equal to the Closing Permitted Expenses Adjustment as set out in Section

2.7. If the Closing Permitted Expenses Adjustment is a negative number, then JVCo shall pay to Teck US an amount equal to the Closing Permitted Expenses Adjustment as set out in Section 2.7.

(a) Within 60 days after the Closing Date, Teck US shall prepare and deliver to JVCo a statement setting out a final calculation of the Closing Permitted Expenses it actually incurred (the "Teck Closing Permitted Expenses") during the Interim Period (the "Teck Closing Permitted Expenses Statement") and a certificate signed by a duly authorized officer of Teck US that the Teck Closing Permitted Expenses Statement was prepared in accordance with the Applicable Accounting Standards that were also used in the preparation of the financial statements for the most recent financial year end as if such Teck Closing Permitted Expenses Statement was being prepared and audited as of a financial year end.

(b) Within 60 days after the Closing Date, JVCo shall prepare and deliver to Teck US a statement setting out a final calculation of the Closing Permitted Expenses it actually incurred (the "PolyMet Closing Permitted Expenses") during the Interim Period (the "PolyMet Closing Permitted Expenses Statement") and a certificate signed by a duly authorized officer of JVCo that the PolyMet Closing Permitted Expenses Statement was prepared in accordance with the Applicable Accounting Standards that were also used in the preparation of the financial statements for the most recent financial year end as if such PolyMet Closing Permitted Expenses Statement was being prepared and audited as of a financial year end.

(c) The "Post-Closing Permitted Expenses Adjustment" shall be an amount equal to the PolyMet Closing Permitted Expenses minus the Teck Closing Permitted Expenses and then divided by two. If the Post-Closing Permitted Expenses Adjustment exceeds the Closing Permitted Expense Adjustment, then Teck US shall pay to PolyMet Parent an amount equal to such excess as provided in Section 9.8. If the Post-Closing Permitted Expenses Adjustment is less than the Closing Permitted Expense Adjustment, then PolyMet shall pay to Teck US an amount equal to such difference as provided in Section 9.8.

(a) After receipt of the PolyMet Closing Permitted Expenses Statement, Teck US shall have 30 days (the "Teck Review Period") to review the PolyMet Closing Permitted Expenses Statement. During the Teck Review Period, Teck US shall have full access to the Records and Data and personnel of, and working papers prepared by, JVCo to the extent that they relate to the PolyMet Closing Permitted Expenses Statement and to such historical financial information (to the extent in JVCo's possession) relating to the PolyMet Closing Permitted Expenses Statement as Teck US may reasonably request for the purpose of reviewing the PolyMet Closing Permitted Expenses Statement and to prepare a Teck Statement of Objections; provided that such access shall be in a manner that does not interfere with the normal business operations of JVCo.

(b) After receipt of the Teck Closing Permitted Expenses Statement, JVCo shall have 30 days (the "PolyMet Review Period") to review the Teck Closing Permitted Expenses Statement. During the PolyMet Review Period, JVCo shall have full access to the Records and Data and personnel of, and working papers prepared by, Teck US to the extent that they relate to the Teck Closing Permitted Expenses Statement and to such historical financial information (to the extent in Teck US's possession) relating to the Teck Closing Permitted Expenses Statement as JVCo may reasonably request for the purpose of reviewing the Teck Closing Permitted Expenses Statement and to prepare a PolyMet Statement of Objections; provided that such access shall be in a manner that does not interfere with the normal business operations of Teck US.

(a) On or before the last day of the Teck Review Period, Teck US may object to the PolyMet Closing Permitted Expenses Statement by delivering to JVCo a written statement setting out Teck US's objections in reasonable detail, indicating each disputed item or amount and the basis for Teck US's disagreement therewith (a "Teck Statement of Objections"). If Teck US fails to deliver a Teck Statement of Objections before the expiration of the Teck Review Period, the PolyMet Closing Permitted Expenses Statement and the Post-Closing Permitted Expenses Adjustment, as the case may be, reflected in the PolyMet Closing Permitted Expenses Statement shall be deemed to have been accepted by Teck US. If Teck US delivers the Teck Statement of Objections before the expiration of the Teck Review Period, Teck US and JVCo shall negotiate to resolve such objections within 30 days after the delivery of the Teck Statement of Objections (the "Teck Resolution Period"), and, if the same are so resolved within the Teck Resolution Period, the Post-Closing Permitted Expenses Adjustment and the PolyMet Closing Permitted Expenses Statement with such changes as may have been previously agreed in writing by Teck US and JVCo, shall be final and binding.

(b) On or before the last day of the PolyMet Review Period, JVCo may object to the Teck Closing Permitted Expenses Statement by delivering to Teck US a written statement setting out JVCo's objections in reasonable detail, indicating each disputed item or amount and the basis for JVCo's disagreement therewith (a "PolyMet Statement of Objections"). If JVCo fails to deliver a PolyMet Statement of Objections before the expiration of the PolyMet Review Period, the Teck Closing Permitted Expenses Statement and the Post-Closing Permitted Expenses Adjustment, as the case may be, reflected in the Teck Closing Permitted Expenses Statement shall be deemed to have been accepted by JVCo. If JVCo delivers the PolyMet Statement of Objections before the expiration of the PolyMet Review Period, JVCo and Teck US shall negotiate to resolve such objections within 30 days after the delivery of the PolyMet Statement of Objections (the "PolyMet Resolution Period"), and, if the same are so resolved within the PolyMet Resolution Period, the Post-Closing Permitted Expenses Adjustment and the Teck Closing Permitted Expenses Statement with such changes as may have been previously agreed in writing by JVCo and Teck US, shall be final and binding.

If Teck US and JVCo fail to reach an agreement with respect to all of the matters set out in the Teck Statement of Objections or the PolyMet Statement of Objections, as the case may be, before expiration of the Teck Resolution Period or the PolyMet Resolution Period, as the case may be, then any amounts remaining in dispute (the "Disputed Amounts" and any amounts not so disputed, the "Undisputed Amounts") shall be submitted for resolution to the office of BDO USA, LLP or, if BDO USA, LLP is unable to serve, Teck US and JVCo shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent chartered professional accountants other than Teck US's accountant or JVCo's accountant (the "Independent Accountant") who, acting as an expert and not an arbitrator, shall resolve the Disputed Amounts only and make any adjustments to the Post-Closing Permitted Expenses Adjustment, as the case may be, and the applicable Closing Permitted Expenses Statement. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the specific items under dispute by the Parties and its decision for each Disputed Amount must be within the range of values assigned to each such item in the applicable Closing Permitted Expenses Statement and the applicable Statement of Objections, respectively.

The fees and expenses of the Independent Accountant shall be paid by: (a) Teck US and (b) PolyMet Parent, based upon the percentage that the amount actually contested but not awarded to Teck US or JVCo, respectively, bears to the aggregate amount actually contested by Teck US and JVCo.

The Independent Accountant shall make a determination as soon as practicable within 30 days (or such other time as the Parties shall agree in writing) after its engagement, and its resolution of the Disputed Amounts and their adjustments to the applicable Closing Permitted Expenses Statement or the Post-Closing Permitted Expenses Adjustment, or both, shall be conclusive and binding upon the Parties absent fraud or manifest error and may not be appealed.

(a) Except as otherwise provided in this Agreement, any payment contemplated by Section 9.2(c), together with interest calculated as set out below, shall: (a) be due:

(x) within 5 Business Days of acceptance of the determination of the Post-Closing Permitted Expenses Adjustment; or (y) if there are Disputed Amounts, then within 5 Business Days of the resolution described in Section 9.5; and (b) be paid by wire transfer of immediately available funds to such bank account as is directed by Teck US or PolyMet Parent, as the case may be.

(b) Any payment amount contemplated by Section 9.2(c) shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to Term SOFR plus 5%. Such interest shall be calculated daily on the basis of a 365- or 366-day year and the actual number of days elapsed.

Any payments made pursuant to this Article 9 shall be treated as an adjustment to the Equity Consideration by the parties for Tax purposes, unless otherwise required by Applicable Law.

(a) Each Party shall keep the other advised in writing of the progress towards the satisfaction of the conditions precedent (the "Conditions Precedent") in Section 14.1, Section 14.2, and Section 14.3 and will notify the other Parties in writing as soon as reasonably practicable following it becoming aware of:

(i) the satisfaction of each of the Conditions Precedent, in which event such Party shall provide the other Parties with such evidence of satisfaction as it may reasonably require;

(ii) any material developments in relation to the satisfaction or otherwise of the Conditions Precedent (including, for the avoidance of doubt, any material developments in relation to a PolyMet Material Adverse Effect or a Contributed Assets Material Adverse Effect);

(iii) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the Effective Date to the Closing

(iv) any failure of a Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied under this Agreement; or

(v) a fact or circumstance that is reasonably expected to prevent or delay a Condition Precedent being fulfilled.

(b) For the avoidance of doubt, the delivery of any notice pursuant to this Section 10.1 shall not limit or otherwise affect the remedies available hereunder to the corresponding Parties.

(a) Subject to Section 10.2(b) and Section 10.2(c), during the Interim Period, each Party shall not, directly or indirectly, through any of its Affiliates or any of its or their respective directors, officers, employees, consultants, agents, advisors or otherwise, solicit or encourage offers from, participate in any negotiations or discussions with, enter into any agreements or understandings with, or furnish any information (including but not limited to any site visits) to any Person regarding or in anticipation of any material transaction including but not limited to any sale, joint venture, royalty transaction, streaming transaction, strategic investment, change of control transaction or any other financing or encumbrance involving or relating to the PolyMet Business, the Mesaba Business, the PolyMet Underlying Assets, or the Contributed Assets.

(b) For the avoidance of doubt, the restrictions in Section 10.2 shall not apply to any action of Teck US or Teck Parent to which PolyMet Parent has expressly consented to as contemplated by Section 7.2(h).

(c) For the avoidance of doubt, the restrictions in Section 10.2 shall not apply to any action of JVCo or PolyMet Parent to which Teck Parent has expressly consented to as contemplated by Section 8.2(h).

Each Party shall use commercially reasonable efforts to satisfy (or cause the satisfaction of) the Conditions Precedent to the extent that such is within its control and to take, or cause to be taken, all other reasonable action and to do, or cause to be done, all other things reasonably necessary, proper or advisable under all Applicable Law to complete the transactions contemplated hereby, including using all of its commercially reasonable efforts to:

(ii) obtain or co-operate in obtaining all necessary waivers, consents and approvals required to be obtained to consummate the transactions contemplated hereby;

(iii) obtain and co-operate in obtaining the Regulatory Approvals as soon as practicable and in any event no later than the Long Stop Date, including:

A. making or co-operating to make all filings and notifications required to obtain the Regulatory Approvals as soon as practicable after the date of this Agreement;

B. responding to any communication or request for information from any Governmental Authority in connection with the Regulatory Approvals promptly and in any event in accordance with the relevant time limit;

C. promptly notifying the other Parties of any material communication from any Governmental Authority in connection with the Regulatory Approvals and keep each Party regularly and reasonably informed of the progress of any notification or filing in connection with the Regulatory Approvals; and

D. only making material communications with any Governmental Authority in connection with the Regulatory Approvals after consulting with the other Parties;

(iv) effect or co-operate in effecting all necessary registrations, filings and submissions of information, or response to any request by a Governmental Authority required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any required proceedings before any Governmental Authority in connection therewith;

(v) oppose, lift or rescind or co-operate in opposing, lifting or rescinding any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated under the Transaction Documents; and

(vi) otherwise co-operate with each other Party in connection with the performance by such other Parties of their obligations under the Transaction Documents.

For greater clarity, the foregoing shall in no way condition or qualify the covenants of the Parties set out herein and the Parties' respective obligations to perform such covenants.

The Parties will not knowingly take (or fail to take) any action that could reasonably be expected to frustrate or materially interfere with the completion of the transactions contemplated by this Agreement.

Prior to the Closing Date, none of the Parties shall use Personal Information for any purposes other than those related to the performance of this Agreement and the completion of the transactions contemplated by this Agreement. Each of the Parties acknowledges and confirms that the collection, disclosure and use of Personal Information is necessary for the purposes of determining whether the Parties shall proceed with the transactions contemplated by this Agreement, and that the disclosure of Personal Information relates solely to the completion of the transactions contemplated by this Agreement. If Closing does not occur, the each Party shall cease all use of any Personal Information acquired by such Party in connection with this Agreement and, at the applicable Party's request, shall return to the such Party, or destroy in a secure manner (and certify such destruction to such Party in writing), such Personal Information.

Promptly after the Effective Date, but in any event prior to the date that is 30 days following the Effective Date, each of Teck US and JVCo shall provide the Parties with a complete list of all current contracts or ongoing transactions with each of their Affiliates, each PolyMet entity or each Teck entity, as the case may be, and each of their Related Parties (collectively, the "Existing Related Party Agreements"). Thereafter the Parties shall cooperate to determine which of the Existing Related Party Agreements shall remain in place following the Time of Closing and which of the Existing Related Party Agreements shall be terminated. In the event that prior to the Closing Date the Parties have not made a determination of which of the Existing Related Party Agreements shall remain in place following the Time of Closing and which of the Existing Related Party Agreements shall be terminated, all of the Existing Related Party Agreements shall be remain in place.

(a) Each of Teck US and Teck Parent acknowledge that JVCo is a party to agreements and financial instruments providing financial assurance (including letters of credit, bonds, and trust and other agreements) to Financial Assurance Beneficiaries, including Governmental Authorities with respect to Liabilities relating to the PolyMet Reclamation Obligations (collectively, "PolyMet Financial Assurance Instruments").

(b) Each of Teck US and Teck Parent further acknowledge that because JVCo and PolyMet Parent are co-permittees under certain Governmental Authorizations, PolyMet Parent may be jointly and severally liable for such PolyMet Reclamation Obligations and PolyMet Financial Assurance Instruments under Applicable Law.

(c) The Parties agree to enter into a mutually acceptable financial assurance agreement (the "Financial Assurance Agreement") at or before Closing to replace the PolyMet Financial Assurance Instruments as of the Effective Date with new PolyMet Financial Assurance Instruments that shall be in accordance with the requirements and objectives of this Section 10.8. The Parties acknowledge that one or more Affiliates of a Party or Parties may be required to be a signatory to the Financial Assurance Agreement.

(d) The Parties desire to have the Financial Assurance Agreement accomplish the following, but acknowledge that the terms, conditions, and mechanics governing the PolyMet Financial Assurance Instruments will be subject to Applicable Law and Governmental Authorizations which will require the approval of Governmental Authorities and other Persons:

(i) The PolyMet Financial Assurance Instruments that are comprised of letters of credit and bonds, and are in place as of the Effective Date, will be cancelled and replaced in accordance with Section 10.8(a) so such PolyMet Financial Assurance Instruments will be released and returned to PolyMet Parent at the Closing;

(ii) The PolyMet Financial Assurance Instruments that are comprised of trust or other agreements, and are in place as of the Effective Date, will be amended and replaced in accordance with Section 10.8(a) so that PolyMet

Parent will be released from such PolyMet Financial Assurance Instruments at the Closing;

(iii) Teck US shall fund 50% of all PolyMet Financial Assurance Instruments to the Financial Assurance Beneficiaries at and after Closing to replace such PolyMet Financial Assurance Instruments in effect as of the Effective Date; and

(iv) PolyMet US shall fund 50% of all of the PolyMet Financial Assurance Instruments to Financial Assurance Beneficiaries at and after Closing to replace such PolyMet Financial Assurance Instruments in effect as of the Effective Date.

(e) `The Parties acknowledge the replacement of the PolyMet Financial Assurance Instruments described in this Section 10.8 will be required to comply with Applicable Law and PolyMet Material Contracts and will be required to be in an amount and form acceptable to the Financial Assurances Beneficiaries of such PolyMet Financial Assurance Instruments. Therefore, the Parties acknowledge and agree that to the extent the replacement PolyMet Financial Assurance Instruments are not consistent with the terms, conditions, and mechanics set out this Section 10.8, the Financial Assurance Agreement will address and resolve any such inconsistencies so as to ensure that the PolyMet Financial Assurance Instruments generally conform to the objectives set out in Section 10.8(d) and comply with the requirements of Applicable Law and/or the PolyMet Material Contracts, including the requirements of applicable Governmental Authorities.

(g) The Parties acknowledge and agree that the PolyMet Financial Assurance Instruments do not, as of the Effective Date, and will not thereafter, constitute or form part of the JVCo assets, and neither Teck US nor Teck Parent shall purchase or acquire any right, title, interest or benefit in or to the PolyMet Financial Assurance Instruments upon their release and return to PolyMet Parent pursuant to this Agreement.

(h) The Parties shall cooperate with and provide all reasonable assistance to each other in connection with the replacement of the PolyMet Financial Assurance Instruments under this Agreement, including considering other options to such replacement, and the Parties further agree that it is their objective to include within the Financial Assurance Agreement all necessary terms and conditions to give effect to this Section 10.8.

(a) If in connection with the transactions contemplated by this Agreement any Governmental Authority that has issued any Existing Permit requires such Existing Permit to be amended or modified in any fashion, the Parties shall cooperate to take such actions as reasonably necessary to facilitate completion of such amendment or modification.

(b) Without limiting the generality of Section 10.9(a), if in connection with the transactions contemplated by this Agreement:

(a) If any legal or beneficial interest in any Contributed Assets remains vested in Teck US and/or Teck Parent or any of their respective Affiliates following Closing, Teck Parent and/or Teck US shall (or shall cause its applicable Affiliate to) transfer or assign such Contributed Asset, at Teck US and/or Teck Parent's sole expense, as promptly as reasonably practicable to JVCo for no additional consideration (it being acknowledged and agreed that JVCo shall have already paid good consideration hereunder for all legal and beneficial interest in any Contributed Asset), and Teck US and/or Teck Parent shall (or shall cause such applicable Affiliate to) as promptly as reasonably practicable execute, acknowledge and deliver such assignments, transfers, consents, assumptions, conveyances and other documents and instruments and take such further acts which are necessary or desirable as reasonably requested by JVCo to effect the transfer of such Contributed Assets to JVCo free and clear of Encumbrances other than Contributed Assets Permitted Encumbrances. For the avoidance of doubt, if it is not possible for Teck US and/or Teck Parent to promptly transfer or assign any beneficial interest in such Contributed Asset to JVCo, Teck US shall (or shall cause any applicable transferee of its Ownership Interest to) transfer a corresponding beneficial interest from the Ownership Interest to PolyMet US.

(b) Teck US and/or Teck Parent shall notify JVCo as promptly as reasonably practicable upon becoming aware that any legal or beneficial interest in any Contributed Asset remains (or could reasonably be considered to remain) in the possession or control of Teck US and/or Teck Parent or any of their respective Affiliates (the "Wrong Pocket Asset"). Teck US and/or Teck Parent shall (and shall cause any applicable Affiliate to) promptly provide JVCo with all information that JVCo may request with Teck US and/or Teck Parent shall (and shall cause any applicable Affiliate to) cooperate with JVCo in connection with any transfers contemplated by this Section 11.1.

(c) Teck US and/or Teck Parent shall (and shall cause any applicable Affiliate to) hold the right, title and interest in and to any Wrong Pocket Asset in trust for JVCo until such time as the transfer contemplated by this Section 11.1 is completed.

(d) Teck US and Teck Parent shall be jointly and severally liable for all costs and expenses arising out of the transfers contemplated by this Section 11.1. Teck US and Teck Parent shall jointly and severally indemnify, defend and hold harmless JVCo, its Affiliates and their respective directors, officers, employees and agents against all claims, demands, actions, causes of action, damages, losses, costs, liabilities or expenses which any such Person may suffer or incur as a result of JVCo not holding any Wrong Pocket Asset for the period from Closing until the date on which it is transferred to JVCo. Notwithstanding any other provision of this Agreement, the indemnity provided by Teck US and Teck Parent pursuant to this Section 11.1 shall survive indefinitely and shall not be subject to any limitation contemplated in this Agreement.

(e) Nothing in this Section 11.1 limits any other rights or remedies of JVCo and/or PolyMet Parent under this Agreement. Each of Teck US and Teck Parent specifically acknowledges that its obligations under this Section 11.1 are an integral part of the transactions contemplated by this Agreement. Each of Teck US and Teck Parent, therefore, specifically acknowledges and agrees that the breach of any of the provisions of this Section 11.1 by it would cause JVCo and/or PolyMet Parent (as applicable) irreparable harm which may not be compensable in damages. Each of Teck US and Teck Parent further acknowledges and agrees that it is essential to the effective enforcement of this Agreement that each of JVCo and PolyMet Parent be entitled to equitable remedies including, but not limited to, specific performance without being required to show irreparable harm. Each of Teck US and Teck Parent acknowledges and agrees that the terms of this Agreement are just and reasonable having regard to all the circumstances.

Teck US hereby declares that, as to any Contributed Assets or interest in any Contributed Assets intended to be granted, transferred, conveyed, assigned and set over to JVCo, its successors and assigns, pursuant to this Agreement and title to which may not have passed to JVCo, its successors and assigns by virtue of this Agreement or any transfers or conveyances that may from time to time be executed and delivered in pursuance of the covenants contained herein (or any Contributed Assets which are incapable of being transferred, conveyed, assigned and set over to JVCo, its successors and assigns), Teck US holds such Contributed Assets and/or interests in trust for JVCo, its successors and assigns, to grant, transfer, convey, assign and set over the same as JVCo may from time to time direct.

Without limiting Teck US's obligations under Section 11.2, the Parties agree that, as to Retained Governmental Authorizations and Permits the applicable Party holds the applicable Retained Governmental Authorizations and Permit in trust for JVCo, its successors and assigns, to grant, transfer, convey, assign and set over the same as JVCo may from time to time direct subject to and in accordance with Applicable Law.

(a) Teck US and Teck Parent shall not use, or make available, the Equity Consideration: (a) to fund or facilitate any activities or business of, with or related to any Sanctioned Country or Sanctioned Person; (b) in any manner that would result in a violation of Sanctions; or (c) for any Sanctionable Activity.

(b) If any of Teck US or Teck Parent becomes a Sanctioned Person or if JVCo and PolyMet Parent are of the reasonable opinion that Teck US or Teck Parent has breached or will breach any of the representations or warranties in Section (j) of Schedule M, in addition to JVCo's and PolyMet Parent's right to terminate this Agreement pursuant to Section 15.1, JVCo and PolyMet Parent may (without incurring any liability of any nature whatsoever) suspend all or any part of this Agreement with immediate effect by written notice to Teck US and Teck Parent or take or demand any other action they deem necessary in order for JVCo and PolyMet Parent to comply with applicable Sanctions or avoid any Sanctionable Activity. Teck US and Teck Parent shall be liable for any and all direct costs, liabilities and expenses whatsoever incurred by JVCo and PolyMet Parent as a result of JVCo and PolyMet Parent exercising their rights under this Section 12.1. Any exercise by JVCo and PolyMet Parent of their remedies under this Section

12.1 shall be without prejudice to any other rights or remedies of JVCo and PolyMet Parent under this Agreement.

(c) Teck US, Teck Parent each of their respective Affiliates and each of their respective Representatives, in connection with the subject matter of this Agreement, have complied with and shall comply with all applicable Anti- Corruption Laws, Anti-Money Laundering Laws and Anti-Tax Evasion Laws. In particular, JVCo and PolyMet Parent have not and shall not:

(i) pay, promise to pay or propose to pay any commission, remuneration, bribe or corrupt payment in violation of any Anti-Corruption Laws, or enter into an agreement pursuant to which such commission, remuneration, bribe or corrupt payment may be or will have to be paid; or

(ii) offer or promise to give an improper pecuniary or non-pecuniary advantage or unwarranted payment, directly or indirectly, to any Public Official or any private individual: (i) for the purpose of inducing or rewarding that person's improper performance of their relevant function, or (ii) that would be a breach of any Applicable Law.

(a) JVCo and PolyMet Parent shall not use, or make available, the Contributed Assets: (a) to fund or facilitate any activities or business of, with or related to any Sanctioned Country or Sanctioned Person; (b) in any manner that would result in a violation of Sanctions; or (c) for any Sanctionable Activity.

(b) If any of JVCo or PolyMet Parent becomes a Sanctioned Person or if Teck US and Teck Parent are of the reasonable opinion that JVCo or PolyMet Parent has breached or will breach any of the representations or warranties in Section (j) of Schedule K, in addition to Teck US's and Teck Parent's right to terminate this Agreement pursuant to Section 15.1, Teck US and Teck Parent may (without incurring any liability of any nature whatsoever) suspend all or any part of this Agreement with immediate effect by written notice to JVCo and PolyMet Parent or take or demand any other action they deem necessary in order for Teck US and Teck Parent to comply with applicable Sanctions or avoid any Sanctionable Activity. JVCo and PolyMet Parent shall be liable for any and all direct costs, liabilities and expenses whatsoever incurred by Teck US and Teck Parent as a result of Teck US and Teck Parent exercising their rights under this Section 12.2. Any exercise by Teck US or Teck Parent of their remedies under this Section 12.2 shall be without prejudice to any other rights or remedies of Teck US or Teck Parent under this Agreement.

(c) JVCo, PolyMet Parent each of their respective Affiliates and each of their respective Representatives, in connection with the subject matter of this Agreement, have complied with and shall comply with all applicable Anti- Corruption Laws, Anti-Money Laundering Laws and Anti-Tax Evasion Laws. In particular, JVCo and PolyMet Parent have not and shall not:

(a) Each Party agrees that it shall maintain as confidential and shall not disclose, and shall cause its Affiliates, employees, officers, directors, advisors, agents and representatives to maintain as confidential and not to disclose, any information (whether written, oral or in electronic or other format) received or reviewed by such Party (a "Receiving Party") from the other Party, its Affiliates, employees, officers, directors, advisors, agents or representatives (a "Disclosing Party") as a result of or in connection with this Agreement ("Confidential Information"), except in the following circumstances:

(i) a Receiving Party may disclose Confidential Information to its professional advisors, including its auditors, legal counsel, lenders, brokers, underwriters and investment bankers, and other prospective financing counterparties, provided each person to whom the Confidential Information is disclosed agrees to be bound by these terms of confidentiality (or is bound by professional obligations to maintain confidentiality) and may only use such information for the limited purpose for which it was disclosed;

(ii) subject to Section 13.1(a)(iii) and Section 13.3, a Receiving Party or any Affiliate may disclose Confidential Information where that disclosure is necessary to comply with any Applicable Law, Existing Permit, Governmental Authorization or court order, its disclosure obligations and requirements in any litigation or administrative proceeding or under any securities law, rules or regulations or stock exchange listing agreements, policies or requirements provided that: (x) the proposed disclosure is limited to factual matters and that the Receiving Party or any Affiliate will have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled, including redacting all proprietary, structural or other Confidential Information of the Disclosing Party prior to making such disclosure; (y) only (to the extent circumstances so permit) following: (i) the prior review of the Disclosing Party; and (ii) providing the Disclosing Party with sufficient notice to enable the Disclosing Party to seek a protective order or other remedy; and (z) the Receiving Party provides all assistance and co-operation reasonably requested by the Disclosing Party to prevent or minimize that disclosure;

(iii) where disclosure is necessary for the purposes of the preparation and conduct of any proceeding under or in connection with this Agreement contemplated by Section 17.11(a);

(iv) a Receiving Party may disclose Confidential Information where such information is already public knowledge other than by a breach of the confidentiality terms of this Agreement or obtained independently of this Agreement and the source of such information is not known to the Receiving Party, after reasonable enquiry, to be bound by a confidentiality agreement or otherwise prohibited from transmitting the Confidential Information by a contractual, legal or fiduciary obligation;

(vi) a Receiving Party may disclose Confidential Information to those of its and its Affiliates' directors, officers, employees and agents who need to have knowledge of the Confidential Information.

Each Party shall ensure that its and its Affiliates' employees, directors, officers and agents and those Persons listed in Section 13.1(a)(i), where applicable, are made aware of and comply with this Article 13. Each Party shall be liable to the other Party for any improper use or disclosure of such terms or information by such Persons.

If a Party or its Affiliate is required to file this Agreement in any public registry, filing system or depository, including SEDAR, in order to comply with Applicable Laws, it shall notify the other Party of such requirement within 5 Business Days after the Effective Date, and the Parties shall consult with each other with respect to any proposed redactions to the Agreement in compliance with such laws before it is filed in any such registry, filing system or depository.

The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment at or before the Long Stop Date, of each of the following conditions, each of which may only be waived in whole or in part with the mutual consent of the Parties:

(a) the Regulatory Approvals set out on Schedule O shall have been obtained and no such Regulatory Approvals shall have been revoked or have expired;

(b) the consents, approvals or authorizations set out on Schedule P shall have been obtained in form and substance satisfactory to each of the Parties acting reasonably and no such approvals shall have been revoked or expired; and

(c) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any order which is in effect and has the effect of making (and no action shall been commenced against any of the Parties that would make) the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated by this Agreement to be rescinded following the completion of such transaction or transactions.

The obligations of JVCo and PolyMet Parent to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment at or before the Long Stop Date, of each of the following conditions (each of which is for the exclusive benefit of JVCo and PolyMet Parent and may only be waived, in whole or in part, by JVCo and PolyMet Parent):

(a) (i) the Fundamental Representations of each of Teck US and Teck Parent shall be true and correct as of the Closing Date (other than the Fundamental Representations that are made as of a specified date, which shall be so true and correct as of such specified date); and (ii) the other representations and warranties (other than Fundamental Representations) of each of Teck US and Teck Parent shall have been true and correct in all material respects as of the Effective Date (other than such representations and warranties that are made as of a specified date, which shall be so true and correct in all material respects as of such specified date);

(b) each of Teck US and Teck Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by each of them before or on the Closing Date;

(c) JVCo and PolyMet Parent shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Teck US, that each of the conditions set out in Section 14.2(a) and Section 14.2(b) with respect to Teck US has been satisfied;

(d) JVCo and PolyMet Parent shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Teck Parent, that each of the conditions set out in Section 14.2(a) and Section 14.2(b) with respect to Teck Parent has been satisfied;

(e) Teck US will have delivered or caused the delivery to JVCo of the agreements, documents, instruments or certificates under Schedule C;

(f) Teck US will have delivered or caused the delivery to PolyMet Parent of the agreements, documents, instruments or certificates under Schedule D;

(g) Teck US will have delivered or caused the delivery to JVCo of the instruments and Teck Closing Deliverables contemplated by Section 3.1(a);

(h) JVCo will have delivered or caused the delivery to PolyMet Parent of the agreements, documents, instruments or certificates under Schedule I; and

(i) each of Teck US and Teck Parent shall have delivered to JVCo and/or PolyMet Parent such other documents or instruments as JVCo and/or PolyMet Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

The obligations of Teck US and Teck Parent to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment at or before the Long Stop Date, of each of the following conditions (each of which is for the exclusive benefit of Teck US and Teck Parent and may only be waived, in whole or in part, by Teck US and Teck Parent):

(a) (i) The Fundamental Representations of each of JVCo and PolyMet Parent shall be true and correct as of the Closing Date (other than the Fundamental Representations that are made as of a specified date, which shall be so true and correct as of such specified date); (ii) and the other representations and warranties (other than Fundamental Representations) of each of JVCo and PolyMet Parent shall have been true and correct in all material respects as of the Effective Date (other than such representations and warranties that are made as of a specified date, which shall be so true and correct in all material respects as of such specified date);

(b) each of JVCo and PolyMet Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by each of them before or on the Closing Date

(c) Teck US and Teck Parent shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of JVCo, that each of the conditions set out in Section 14.3(a) and Section 14.3(b) with respect to JVCo has been satisfied;

(d) Teck US and Teck Parent shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of PolyMet Parent, that each of the conditions set out in Section 14.3(a) and Section 14.3(b) with respect to PolyMet Parent has been satisfied;

(e) the PolyMet Reorganizations shall have been completed and evidence of the completion of the PolyMet Reorganizations shall have been delivered by JVCo to Teck US and Teck Parent to the satisfaction of each of Teck US and Teck Parent acting reasonably;

(f) PolyMet Parent will have delivered or caused the delivery to JVCo of the agreements, documents, instruments or certificates under Schedule F;

(g) PolyMet Parent will have delivered or caused the delivery to JVCo of the agreements, documents, instruments or certificates under Schedule G;

(h) PolyMet Parent will have delivered or caused the delivery to JVCo of the instruments and PolyMet Parent Closing Deliverables contemplated by Section 3.2(a);

(i) JVCo will have delivered or caused the delivery to Teck US of the agreements, documents, instruments or certificates under Schedule G;

(j) JVCo will have delivered or caused the delivery to Teck Parent of the agreements, documents, instruments or certificates under Schedule H;

(k) JVCo will have delivered or caused the delivery to Teck Parent of the Equity Consideration as contemplated by Section 3.3(a);

(l) PolyMet Parent and JVCo will have arranged for JVCo to be discharged (by no later than the Closing Date) from all Liabilities and Obligations in respect of the Existing Indebtedness; and

(m) each of JVCo and PolyMet Parent shall have delivered to Teck US and/or Teck Parent such other documents or instruments as Teck US and/or Teck Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date of this Agreement until the Closing Date, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:

(a) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect between the date of this Agreement and the Closing Date;

(b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such Party hereunder prior to the Closing Date; or

(c) result in the failure to satisfy any of the Conditions Precedent in favour of the other Parties contained in Section 14.1, Section 14.2 or Section 14.3 as the case may be.

(x) JVCo and PolyMet Parent may not elect to exercise their right to terminate this Agreement pursuant to Section 15.1(f); and (y) Teck US and Teck Parent may not elect to exercise their right to terminate this Agreement pursuant to Section 15.1(g), unless the Parties seeking to terminate this Agreement (the "Terminating Parties") has delivered a written notice ("Termination Notice") to the other Parties (the "Breaching Parties") specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Parties assert as the basis for termination. After delivering a Termination Notice, provided the Breaching Parties are proceeding diligently to cure such matter and such matter is capable of being cured prior to the Long Stop Date, the Terminating Parties may not exercise such termination right until the earlier of: (a) the Long Stop Date and (b) the date that is 15 Business Days following receipt of such Termination Notice by the Breaching Parties, if such matter has not been cured by such date.

Once the conditions in Section 14.1, Section 14.2 and Section 14.3 have been satisfied or waived by the applicable Parties, the Parties may cause the consummation of the transactions contemplated by this Agreement.

(b) by JVCo and PolyMet Parent if the Closing has not occurred on or before the Long Stop Date, so long as the cause of the delay was not due to the material breach of the obligations by either JVCo or PolyMet Parent;

(c) by Teck US and Teck Parent if the Closing has not occurred on or before the Long Stop Date, so long as the cause of the delay was not due to the material breach of the obligations by either Teck US or Teck Parent;

(d) by JVCo and PolyMet Parent if there is any legislation enacted that would prohibit or materially restrict the implementation of this Agreement or the LLC Agreement or any other Transaction Document, so long as JVCo's or PolyMet Parent's material breach of its obligations under this Agreement was not the cause of the applicable injunction;

(e) by Teck US and Teck Parent if there is any legislation enacted that would prohibit or materially restrict the implementation of this Agreement or the LLC Agreement or any other Transaction Document, so long as Teck US's or Teck Parent's material breach of its obligations under this Agreement was not the cause of the applicable injunction;

(f) by JVCo and PolyMet Parent if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of either Teck US or Teck Parent under this Agreement occurs that would cause any condition in Section 14.1 or Section 14.2 not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the provisions of Section 14.4; provided that neither JVCo nor PolyMet Parent is then in breach of this Agreement so as to cause any condition in Section 14.1 or Section 14.3 not to be satisfied; or

(g) by Teck US and Teck Parent if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of either JVCo or PolyMet Parent under this Agreement occurs that would cause any condition in Section 14.1 or Section 14.3 not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the provisions of Section 14.4; provided that neither Teck US nor Teck Parent is then in breach of this Agreement so as to cause any condition in Section 14.1 or Section 14.2 not to be satisfied,

Each Party's right of termination under Article 15 is in addition to any other rights it may have under the Transaction Documents or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Article 15, all further obligations of the parties under the Transaction Documents will terminate, except that Section 15.2, Section 17.2, Section 17.7, Section 17.8, Section 17.10 and Article 13 and Article 16, will survive in all circumstances, subject to the terms thereof. Notwithstanding the foregoing, Section 13.1 will survive the termination of this Agreement for a period of two years after such termination. If the Transaction Documents are terminated by a Party because one or more of the Conditions Precedent to the Terminating Party's obligations under the Transaction Documents is not satisfied as a result of the other Party's failure to comply with its obligations thereunder, the Terminating Party's right to pursue all legal and equitable remedies with respect to such breach will survive such termination unimpaired. The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunctive and other equitable relief to prevent breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law or in equity.

(a) (x) PolyMet Parent shall indemnify and save harmless Teck US, Teck Parent and their Affiliates; and (y) Teck Parent shall indemnify and save harmless JVCo, PolyMet Parent and their Affiliates, in the case of both Section 16.1(a)(x) and Section 16.1(a)(y), including each of their respective directors, managers, officers, employees, agents and representatives (collectively, the "Indemnified Persons") from and against any and all Legal Claims asserted against, and all Losses suffered or incurred by any Indemnified Person directly or indirectly arising out of or resulting from any breach or inaccuracy of any representation or warranty contained in this Agreement given by the indemnifying Party (the "Indemnitor") or its Affiliates (as at the Effective Date) for which a notice of claim has been provided in accordance with Section 16.1(d) below, to the Indemnitor within the Time Bar specified in Section 16.2(a) and provided further that any obligation to provide an indemnity described in this Section 16.1 shall be subject to Section 16.2

(b) Each Party accepts the above indemnities in favor of its respective Affiliates and their respective directors, managers, officers, employees, agents and representatives as agent and trustee for each such Indemnified Person which is not a party hereto, and each Party agrees that each other Party may enforce such indemnity in favor and for the benefit of such other Party's Indemnified Persons.

(c) Other than with respect to a Third Party Legal Claim, if an Indemnified Person becomes aware of any matter or circumstance giving rise to a Direct Claim, the Indemnified Person shall promptly, but in no event later than 30 Business Days of becoming aware of the existence of such matter or circumstance, notify the Indemnitor in writing of such existence.

(d) Promptly, but in no event later than 30 Business Days of becoming aware of the existence of a Third Party Legal Claim, after the assertion of any Legal Claim by a Person other than a Party hereto (a "Third Party Legal Claim") against any Indemnified Person that results or may result in the incurrence by such Indemnified Person of any Losses for which such Indemnified Person would be entitled to indemnification pursuant to this Agreement because of a breach or inaccuracy of any of the Indemnitor's representations or warranties, such Indemnified Person shall promptly notify the Indemnitor of such Third Party Legal Claim. Such notice shall also specify with reasonable detail (to the extent the information is reasonably available) the factual basis for the Third Party Legal Claim, the amount of the Third Party Legal Claim or, if such amount is not then determinable, a reasonable estimate of the likely amount of the Third Party Legal Claim. The failure to promptly provide such notice shall not relieve the Indemnitor of any obligation to indemnify the Indemnified Person, except to the extent that such failure prejudices the Indemnitor. Thereupon, the Indemnitor shall have the right, upon written notice (the "Defence Notice") to the Indemnified Person within 30 days after receipt by the Indemnitor of notice of the Third Party Legal Claim (or sooner if such Third Party Legal Claim so requires), to conduct, at its own expense, the defence against the Third Party Legal Claim in its own name or, if necessary, in the name of the Indemnified Person; provided that:

(i) the Indemnitor acknowledges and agrees in the Defence Notice that as between the Indemnitor and the Indemnified Person, the Indemnitor is liable to pay for all Losses arising from or relating to such Third Party Legal Claim; and

(ii) the Indemnitor provides to the Indemnified Person adequate security (approved by the Indemnified Person, acting reasonably) in respect of such Losses.

(e) The Defence Notice shall specify the defence counsel the Indemnitor shall appoint to defend such Third Party Legal Claim, and the Indemnified Person shall have the right to approve such defence counsel, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding any Defence Notice, any Indemnified Person shall have the right to employ separate defence counsel in any Third Party Legal Claim and to participate in the defence thereof, but the fees and expenses of such counsel shall not be included as part of any Losses incurred by the Indemnified Person unless:

(ii) such Indemnified Person has received an opinion of counsel, reasonably acceptable to the Indemnitor, to the effect that the interests of the Indemnified Person and the Indemnitor with respect to the Third Party Legal Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties under applicable ethical rules; or

(iii) the employment of such counsel at the expense of the Indemnitor has been specifically authorized by the Indemnitor.

(f) The Indemnitor shall keep the other Party apprised of all significant developments and shall not enter into any settlement, compromise or consent to judgment with respect to such Third Party Legal Claim unless such other Party and the Indemnified Person consent, which consent shall not be unreasonably withheld, conditioned or delayed.

(a) Subject to Section 16.2(b) and Section 16.2(c), any claim for Losses suffered by an Indemnified Person other than with respect to a Third Party Legal Claim (a "Direct Claim") or any claim with respect to a Third Party Legal Claim (in each case, a "Claim") upon an Indemnitor in respect of a breach or inaccuracy of any of the Indemnitor's representations or warranties herein shall be wholly barred and unenforceable unless a written notice of claim is delivered by the Indemnified Person to the Indemnitor in respect of such Claim within 24 months of the Closing Date (the "Time Bar"). Any Claim permitted to be made upon the Indemnitor under this Agreement shall be promptly made in accordance with Section 16.1(c), in accordance with a Direct Claim, or in accordance with Section 16.1(d), with respect to a Third Party Legal Claim and prior to the expiry of the applicable Time Bar. Upon the expiry of the applicable Time Bar without the requisite notice in respect of a Claim, such Claim shall be extinguished and shall be wholly barred. Without derogating from the foregoing, failure by an Indemnified Person to deliver a prompt notice of a Claim permitted to be made upon an Indemnitor under this Agreement shall affect its rights to indemnification hereunder to the extent of actual prejudice caused by such failure.

(b) Notwithstanding Section 16.2(a), any Claims in respect of a breach or inaccuracy of a Fundamental Representation shall not be subject to any Time Bar.

(i) no Indemnitor shall have any obligation to make any payment to an Indemnified Person for any Claims until the aggregate value of all Claims against such Indemnitor exceeds $[Redacted - Commercially sensitive information] (the "Deductible"), in which case the Indemnitor shall be liable only for the amount of such Claims in excess of the Deductible, provided however, that Claims arising from a breach of a Fundamental Representation shall not be subject to the Deductible;

(ii) in no event shall the aggregate liability of either Indemnitor for any and all Claims in respect of a breach or inaccuracy of any of the Indemnitor's representations or warranties herein exceed $[Redacted - Commercially sensitive information] (the "Cap"); provided, however that Claims arising from a breach:

B. by PolyMet Parent or JVCo of its representations and warranties contained in Section (e)(iii), Section (e)(iv), Section (e)(vi) or Section (e)(viii) of Schedule K; and

C. by Teck US or Teck Parent of its representations and warranties contained in Section (e)(iii), Section (e)(iv), Section (e)(vi) or Section (e)(viii) of Schedule M,

(iii) in no event shall either Indemnitor be liable for any individual or series of related Claims that do not exceed $[Redacted - Commercially sensitive information] (which Claims shall not be counted toward the Deductible);

(iv) for greater certainty, no Party may make any claim for damages in respect of a breach or inaccuracy of any of the Indemnitor's representations or warranties in this Agreement or any other Transaction Document (other than any claim made pursuant to the LLC Agreement, the Financial Assurance Agreement, the Principal Offtake Agreements, and the Glencore Offtake Agreements, and, for greater certainty, nothing in this Section shall limit, or be deemed to limit, any claims arising under the LLC Agreement, the Financial Assurance Agreement, the Principal Offtake Agreements, and the Glencore Offtake Agreements, which claims shall be governed by the terms thereof) delivered pursuant hereto, or in respect of any breach or termination thereof, against any other Party except by making a Claim pursuant to and in accordance with this Article 16. The provisions of this Section 16.2(c)(iii) shall survive any termination of this Agreement.

Teck US, Teck Parent and JVCo shall not assume and will not be liable for any Excluded Liability. PolyMet Parent will indemnify and hold Teck US, Teck Parent and JVCo, their respective Affiliates and their respective Indemnified Persons harmless in respect of any Claim which may be made or brought against such Indemnified Persons or which any of them may suffer or incur as a result of, in respect of or arising out of any Excluded Liability. Notwithstanding any other provision of this Agreement, the indemnity provided by PolyMet Parent pursuant to this Section 16.3 shall survive indefinitely and shall not be subject to any limitation contemplated in this Agreement.

Each Party will from time to time execute and deliver all such further documents and instruments and do all acts and things as the other Party may, either before or after the Closing Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of the Transaction Documents.

Except as expressly provided in this Agreement, each Party will pay its respective legal and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant to this Agreement and any other costs and expenses whatsoever and howsoever incurred and will indemnify and save harmless the other from and against any Claim for or Loss resulting from any broker's, finder's or placement fee or commission alleged to have been incurred as a result of any action by it in connection with the transactions under this Agreement.

This Agreement, the remaining Transaction Documents and any other related documents or agreements by the Parties constitute the entire understanding of the Parties and supersedes all prior agreements, memoranda, correspondence, communications, negotiations, representations and understandings, whether oral or written, express or implied, statutory or otherwise between the Parties relating to the subject matter contained in this Agreement. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set out in this Agreement and the other Transaction Documents. This Agreement shall be binding upon and enure to the benefit of the respective successors and permitted assigns of the Parties, provided that any Transfer of or any Encumbrance upon any rights under this Agreement not made in accordance with this Agreement shall be null and void and of no force or effect.

This Agreement may only be amended by the written agreement of all the Parties or, as applicable, their permitted successors and assigns.

(a) No failure on the part of a Party to exercise, no delay in exercising, and no course of dealing with respect to, any right, power or privilege established by this Agreement shall operate as a waiver thereof.

(b) Except as otherwise expressly provided for in this Agreement, no waiver of any provision of this Agreement or consent to any departure by any Party from any provision of this Agreement shall be effective unless it is confirmed in writing. The waiver or consent shall be effective only in the specific instance, for the specific purpose and for the specific length of time for which it is given.

(c) The single or partial exercise of any right, power or privilege established by this Agreement shall not preclude any other exercise of such right, power or privilege.

No Party may assign its rights under this Agreement without the prior written consent of all of the other Parties.

(a) All notices and other required or permitted communications (each a "Notice") to any Party shall be in writing, and shall be addressed respectively as follows:

(c) All Notices shall be effective and shall be deemed given on the date of receipt at the principal address if received during normal business hours, and, if not received during normal business hours, on the next Business Day following receipt, or if by electronic communication, on the date of such communication. Any change of address may be made by Notice to the other Parties.

(a) No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. No single or partial exercise by a Party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that Party may be entitled. In the event litigation shall be necessary to enforce, interpret or rescind the provisions of this Agreement, the prevailing party shall be entitled to recover from the other Party, in addition to other relief, the prevailing Party's reasonable attorneys' fees for services before trial, at trial and on any appeal therefrom.

(b) No Party shall have any liability in accordance with this Agreement in respect of any indirect or consequential loss such as loss of opportunity, loss of profit or loss of goodwill of the other Party (or any other Indemnified Person), including pursuant to the indemnity in Section 16.1(a), provided that an indemnifying Party shall indemnify an Indemnified Person against any Third Party Legal Claim even if such Third Party Legal Claim is itself a Legal Claim for any such indirect or consequential loss such as loss of opportunity, loss of profit or loss of goodwill.

Except as provided in Section 16.1(a), Section 16.1(d), Section 16.1(e) and Section 16.1(f), this Agreement is solely for the benefit of:

(i) JVCo and PolyMet Parent, and each of their heirs, executors, administrators, other legal representatives, successors and permitted assigns, with respect to the obligations of each of Teck US and Teck Parent under this Agreement; and

(ii) Teck US and Teck Parent and each of their heirs, executors, administrators, other legal representatives, successors and permitted assigns, with respect to the obligations of each of JVCo and PolyMet Parent under this Agreement,

and this Agreement will not be deemed to confer upon or give to any other Person any Claim or other right or remedy.

This Agreement is governed by and will be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

(a) Any dispute, controversy, claim or breach based upon, arising out of or relating in any way to this Agreement including any dispute, controversy, claim or breach concerning the construction, validity, interpretation, enforceability or breach of this Agreement, shall be exclusively resolved by binding arbitration upon a Party's submission of the dispute, controversy, claim or breach to arbitration except:

(i) those disputes, controversies, claims or breaches that relate to any adjustment to the Closing Permitted Expenses contemplated by this Agreement shall be resolved in accordance with the process described in Article 9; and

(ii) a Party may seek interim injunctive relief or specific performance from a court if in its judgment such action is necessary to avoid irreparable damage. For the purpose of such legal Proceedings, the courts of the Province of British Columbia will have jurisdiction to entertain any action based upon, arising out of or relating in any way to this Agreement and each Party attorns to the jurisdiction of the courts of the Province of British Columbia.

(b) For the avoidance of doubt, other than as set out in Section 17.11(a)(i) and Section 17.11(a)(ii), the arbitrators selected in accordance with Section 17.11(c) shall retain exclusive jurisdiction to deal with any dispute, controversy, claim or breach based upon, arising out of or relating in any way to this Agreement, including implementation of a non-appealable final order, decree or judgment of a court with respect to the Proceedings contemplated by Section 17.11(a)(ii).

(c) In the event of a dispute, controversy, claim or breach based upon, arising out of or relating in any way to this Agreement, the complaining Party shall notify the other Parties in writing thereof. Within 30 days of such notice, management level representatives of the Parties shall confer to attempt to resolve the dispute, controversy, claim or breach in good faith. Should the dispute, controversy, claim or breach not be resolved within 30 days after such notice, the complaining Party shall seek remedies exclusively through arbitration. The demand for arbitration shall be made within a reasonable time after the dispute, controversy, claim or breach in question has arisen, and in no event shall it be made after two years from when the aggrieved Party knew or should have known of the dispute, controversy, claim or breach.

(d) The arbitration shall be conducted by three arbitrators. JVCo and PolyMet Parent (on the one hand) and Teck US and Teck Parent (on the other hand) shall each select one arbitrator within ten days of commencement of the arbitration who shall serve as a neutral arbitrator and the two designated arbitrators shall select a third neutral arbitrator within 20 days of their selection. If the two arbitrators cannot agree on selection of a third arbitrator within 20 days of their appointment, the Supreme Court of British Columbia on the application of either JVCo and PolyMet Parent (on the one hand) and Teck US and Teck Parent (on the other hand) shall select such arbitrator in accordance with the terms of this Agreement.

(e) Each arbitrator shall have a minimum of ten years' recognized experience in commercial arbitration involving mining and resource disputes.

(f) The arbitration shall be conducted in the English language and in accordance with the UNCITRAL Arbitration Rules.

(h) The laws of the Province of British Columbia and the laws of Canada applicable therein, shall be applied in any arbitration Proceedings, without reference to conflicts of law rules.

(i) Except as may be required by Applicable Law (but for the avoidancee of doubt subject to the restrictions on disclosure of information between the Parties and their respective Affiliates), neither a Party nor its Representatives may disclose the existence, content, or results of any arbitration under this Agreement without the prior written consent of all Parties.

(j) The arbitration award shall be final and binding on the Parties, and judgment on the award may be entered by any court of competent jurisdiction.

(a) JVCo hereby irrevocably appoints Farris LLP located at 2500 - 700 West Georgia Street, Vancouver, B.C., V7Y 1B3 as agent for service of process in the courts of the Province of British Columbia for the purpose of Section 17.11(a)(ii). Such service may be made by delivering a copy of any documents by which any action, application, reference or other Proceeding based upon, arising out of or relating in any way to this Agreement is commenced. Such service may be made by delivering a copy of such documents to JVCo in the care of Farris LLP's above address and JVCo irrevocably authorizes and directs Farris LLP to accept such service on its behalf and such notices upon JVCo will be accepted by Farris LLP as sufficient service.

(b) Teck US hereby irrevocably appoints the Corporate Secretary of Teck Parent located at 3300-550 Burrard Street, Vancouver, B.C., V6C 0B3 as agent for service of process in the courts of the Province of British Columbia for the purpose of Section 17.11(a)(ii). Such service may be made by delivering a copy of any documents by which any action, application, reference or other Proceeding based upon, arising out of or relating in any way to this Agreement is commenced. Such service may be made by delivering a copy of such documents to Teck US in the care of the Corporate Secretary's above address and Teck US irrevocably authorizes and directs the Corporate Secretary to accept such service on its behalf and such notices upon Teck US will be accepted by the Corporate Secretary as sufficient service.

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under Applicable Law, and if the rights or obligations of any party under this Agreement will not be materially and adversely affected thereby: (a) such provision shall be severable; (b) this Agreement will be construed and enforced as of such provision had never comprised a part hereof; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by such provision or its severance herefrom; and (d) in lieu of such provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such provision as possible.

This Agreement may be executed in any number of counterparts, and it shall not be necessary that the signatures of all Parties be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument. Counterparts may be delivered by electronic transmission and the Parties shall adopt any signatures so received as original signatures of the Parties.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the Effective Date.

"Affiliate" means, with respect to any Person, any other Person that controls or is controlled by or is under common control with the first mentioned Person.

"Agreement" has the meaning given to such term in the recitals of this Agreement. "Anti-Corruption Laws" means:

(ii) the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions 1997 (the "OECD Convention");

(iv) the Foreign Corrupt Practices Act of 1977 of the United States of America (the "FCPA");

(vi) laws pertaining to the disclosure of payments to governments, including but not limited to the Extractive Sector Transparency Measures Act (Canada);

(x) prohibits the offering of any gift, payment or other benefit to any person or any officer, employee, agent or adviser of such person; or

(xi) is broadly equivalent to the CFPOA, the FCPA, or the UK Bribery Act, is intended to enact the provisions of the OECD Convention, or has as its objective the prevention of corruption,

(xii) and is applicable in the jurisdictions in which any Party is registered or conducts business or in which their operations are to be conducted.

"Anti-Money Laundering Laws" means any anti-money laundering and/or counter-terrorism legislation, rules, regulations or policies with the force of law, that are applicable to the Parties, in any jurisdiction, including Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the UK Proceeds of Crime Act 2002, the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the UK Terrorism Act 2000.

"Anti-Tax Evasion Laws" means Part 3 of the UK Criminal Finances Act 2017 (Corporate Offences of Failure to Prevent Facilitation of Tax Evasion), Section 238, Section 239 and Section 239.1 of the Income Tax Act (Canada) any rules or regulations thereunder and any other laws, rules and regulations relating to tax evasion applicable to the Parties.

"Applicable Accounting Standards" means International Financial Reporting Standards as issued and amended from time to time by the International Accounting Standards Board and interpretations thereof published by the International Financial Reporting Interpretations Committee.

"Applicable Law" means all applicable international, federal, provincial, territorial, state, regional, tribal and local laws (statutory or common), rules, ordinances (including zoning and mineral removal ordinances), regulations, treaties, cross-border compacts, grants, concessions, franchises, licences, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature (including Environmental Laws, any applicable securities laws or regulations, any applicable rules of any stock exchange imposing disclosure requirements and any rulings, circulars or regulations issued by the Internal Revenue Service).

"Assumed Obligations" means all Obligations and Liabilities: (a) related to the PolyMet Business (including the PolyMet Reclamation Obligation) regardless of whether such Obligations and Liabilities are held by JVCo or by PolyMet Parent or an Affiliate of JVCo or PolyMet Parent (but in the case of PolyMet Parent or any Affiliate of PolyMet Parent other than JVCo, only to the extent such Liabilities are in respect of the Obligations of PolyMet Parent or such Affiliate of PolyMet Parent under Governmental Authorizations applicable to the PolyMet Underlying Assets); and (b) related to the Mesaba Business (including the Contributed Reclamation Obligations), regardless of whether such Obligations and Liabilities are held by Teck US or by Teck Parent or an Affiliate of Teck Parent (but in the case of Teck Parent or any Affiliate of Teck Parent, only to the extent such Liabilities are in respect of the Obligations of Teck Parent or an Affiliate of Teck Parent under Governmental Authorizations applicable to the Contributed Assets), in each case with respect to clause (a) or clause (b) whether prior to or on or after the Closing, but excluding any indebtedness for borrowed money relating to the PolyMet Underlying Assets or the Contributed Assets existing prior to the Closing.

"Business Day" means a day other than a Saturday, Sunday or statutory holiday in St. Paul, Minnesota or in Vancouver, British Columbia.

"Claim" means a Direct Claim or any claim with respect to a Third Party's Legal Claim, as set out in Section 16.2(a).

"Close Family Member" means, with respect to an individual: (a) the individual's spouse; (b) the individual's and the spouse's grandparents, parents, siblings, children, nieces, nephews, aunts, uncles and first cousins; (c) the spouse of any persons listed in paragraph (a) or paragraph (b); and (d) any other person who shares the same household with the individual.

"Closing Permitted Expenses" means any expenses incurred by Teck US or incurred and paid by JVCo in carrying-out any part of the Committed Work Programs and Budgets (as defined in the LLC Agreement) in accordance with the terms thereof.

"Closing Permitted Expenses Adjustment" has the meaning given to such term in Section 9.1(c).

"Closing Permitted Expenses Statement" means the Teck Closing Permitted Expenses Statement or the PolyMet Closing Permitted Expenses Statement, as applicable.

"Confidential Information" has the meaning given to such term in Section 13.1(a).

"Contract" includes agreements, contracts, indentures, covenants, commitments, undertakings, leases, permissions or licences, whether in writing or not.

"Contributed Assets" means the Contributed Mineral Properties, the Contributed Personal Property, the Contributed Personal Property Lease and the Contributed Real Properties, as detailed Schedule N.

"Contributed Assets Material Adverse Effect" means any event, circumstance, state of facts, change or effect that has had, or is reasonably likely to have: (i) a material adverse effect on the business, assets, operations or the financial condition of the Contributed Assets taken independently or as a whole; or (ii) a material adverse effect on the ability of Teck US or Teck Parent to consummate the transactions contemplated by this Agreement; provided, however, that events, circumstances, state of acts, changes or effects relating to:

(i) changes in general economic or political conditions, whether domestic or international in either case, including changes or disruptions in financial, credit, currency exchange, real property, labour or commodities markets (except to the extent that such changes adversely affect the Contributed Assets in a manner distinct from and with a materially disproportionate effect than it affects the similar assets of other participants in the mining industry in Minnesota);

(ii) acts of God, any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism or civil unrest (except to the extent that such acts of God, hostilities, war, terrorism or civil unrest adversely affect the Contributed Assets in a manner distinct from and with a materially disproportionate effect than it the similar assets other participants in the mining industry in Minnesota);

(iii) changes in laws, rules, regulations or orders of any Governmental Authority or interpretations thereof by any Governmental Authority or changes in generally accepted accounting principles (except to the extent that such changes adversely affect the Contributed Assets in a manner distinct from and with a materially disproportionate effect than it affects the similar assets other participants in the mining industry in Minnesota);

(iv) changes affecting generally the mining industry in Minnesota, including changes due to disruption of power, utilities, supply and transportation systems (except to the extent that such changes adversely affects the Contributed Assets in a manner distinct from and with a materially disproportionate effect than it affects similar assets of other participants in the mining industry in Minnesota);

(v) the announcement or pendency of the transactions contemplated by this Agreement or other communication by a Party of its plans or intentions with respect to the Contributed Assets or any portion of the Contributed Assets;

(vi) the consummation of the transactions contemplated by this Agreement or any actions by a Party taken pursuant or in light of this Agreement;

(viii) any adverse change that is cured (including by the payment of money) by Teck US before the earliest of: (i) the Closing Date; and (ii) the date on which this Agreement is terminated pursuant to Article 15;

(ix) any general outbreaks of sickness or pandemics, including any event, change or effect relating to or caused by the COVID-19 pandemic;

(xi) any event, change, action or occurrence that does not result in or is reasonably expected not result in any liabilities, costs, fines, costs or expenses equal to less than $[Redacted - Commercially sensitive information];

(xii) event, occurrence, fact, condition or change that occurred prior to June 1, 2019; or

(xiii) any Governmental Authorization, Regulatory Approval, or Existing Permit not valid, binding, or enforceable as of the Effective Date, including any of the same vacated, suspended, remanded, stayed, subject to any petition for review, contested case, or other appeal or challenge, or otherwise not currently enforceable by Teck US or Teck Parent, in whole or part, as a result of or in connection with judicial or administrative proceedings or actions,

shall be deemed not to constitute a "Contributed Assets Material Adverse Effect" and shall not be considered in determining whether a "Contributed Assets Material Adverse Effect" has occurred and any determination as to whether any conditions or other matters have a Contributed Assets Material Adverse Effect shall be made only after taking into account all effective insurance coverages and effective indemnifications with respect to such condition or matter provided, however, that any matter referred to in clause (l) or clause (m) shall be deemed to constitute, and shall be taken into account in determining whether there has been, or would reasonably be expected to be, a Contributed Asset Material Adverse Effect, to the extent that such matters relate to any of the Contributed Assets that are necessary to implement and effect the Mesaba Project in conformance with the Existing Permits as applicable to the Mesaba Project.

"Contributed Assets Permitted Encumbrance" means any Encumbrance in respect of the Contributed Assets constituted by the following:

(i) any reservations, limitations, provisos or conditions expressed in the original or other grants of any of the Contributed Assets and the statutory exceptions to title currently applicable to the Contributed Assets;

(ii) minor discrepancies in the legal description of the Contributed Real Property or any adjoining real property which would be disclosed in an up-to-date survey and any registered easements and registered restrictions or covenants that run with the land which do not materially detract from the value of, or materially impair the use of, the Contributed Real Property;

(iii) exceptions and reservations in favour of other grantors, restrictive covenants, easements, rights-of-way, mineral claims, reservations of surface rights, agricultural land reserve notations and other similar rights or agreements presently registered against title to any of the Contributed Real Property;

(iv) charges granted to public utilities in respect of their interests, if any, in Contributed Real Property;

(v) a claim or right, title or jurisdiction which may be made or established by any aboriginal, Native American or First Nations peoples by virtue of their status as aboriginal, Native American or First Nations peoples in, to or over any lands, waters or products extracted therefrom;

(vi) undetermined or inchoate liens and charges incidental and necessary to current operations which have not been filed or registered in accordance with Applicable Law or of which written notice has not yet been duly given in accordance with Applicable Law or that relates to an obligation not yet due or delinquent;

(vii) the interests of the lessor, licensee, or conditional sale vendor under any item of Contributed Personal Property or Contributed Real Property which is leased, licensed, or purchased conditionally in the ordinary course of the Mesaba Business;

"Contributed Material Contract" has the meaning given to such term in Section (e)(x) of Schedule M.

"Contributed Mineral Properties" means the mining concessions, whether leasehold or fee interests, acquired from a Governmental Authority or other Person, comprising a portion of the Contributed Assets as set out on Schedule N.

(i) all of the machinery, plant, equipment, trade fixtures, furnishings, accessories, trucks, automobiles, vehicles and similar equipment (including accessories), used in the Mesaba Business and which are described in the Teck Disclosure Letter; and

(ii) the interests of Teck US and/or Teck Parent as lessee or conditional sale purchaser of any equipment, plant, machinery or vehicles used in the Mesaba Business under a Contributed Personal Property Lease.

"Contributed Personal Property Lease" means any personal property leases, chattel leases, rental agreements for personal property, conditional sales contracts and similar agreements relating to the Mesaba Business or which relate to any of the assets included in the Contributed Assets, in each case as amended, extended, renewed or otherwise modified, to which Teck US is a party and which are described in the Teck Disclosure Letter. Licenses, leases, or similar agreements providing rights to access or use surface lands, fixtures, and other infrastructure used in the Mesaba Business shall be considered Contributed Real Properties and not Contributed Personal Property Leases.

"Contributed Real Properties" means the mining concessions, surface interests, fee title, leasehold interests, licenses, fixtures, infrastructure, and any other interest in real property comprising a portion of the Contributed Assets as set out on Schedule N. The Contributed Real Properties include the Contributed Mineral Properties.

"Contributed Reclamation Obligations" means all obligations of Teck US and/or Teck Parent to reclaim or remediate any Contributed Real Properties.

(iii) all matters disclosed or furnished in writing (including, for the avoidance of doubt, in electronic form) by one Party to another Party in response to inquiries or requests; and

(iv) all matters which would be revealed by making a search on any public register.

"Effective Date" has the meaning given to such term in the recitals of this Agreement.

"Encumbrances" means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by Applicable Law, including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of first refusal, right of pre-emption, privilege, encumbrance, easement, hypothec, pledge, title retention agreement, contractual royalties, reservation of title, severed mineral interest, servitude, right of way, restrictive covenant, right of use or any matter capable of registration against title or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy, property or assets.

"Environmental Laws" means Applicable Laws (including any Mining Code) aimed at reclamation, remediation or restoration of the Lands; abatement of pollution; protection of the environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural or historic resources; management, storage or control of hazardous materials or substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including ambient air, surface water and groundwater; and all other Applicable Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling transport, clean-up or management of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or hazardous wastes.

"Environmental Liabilities" means any and all claims, actions, causes of action, damages, losses, liabilities, obligations, fines, penalties, judgments, amounts paid in settlement, assessments, costs, disbursements, or expenses (including attorneys' fees and costs, experts' fees and costs, and consultants' fees and costs) of any kind or of any nature whatsoever that are asserted against the Parties by any Person other than any such listed party, alleging liability (including liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation activities or costs, containment costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) arising out of, based on or resulting from: (a) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above the Lands or emanating or migrating or threatening to emanate or migrate from the Lands to off-site properties; (b) the physical disturbance of the environment; (c) the PolyMet Reclamation Obligations and any financial assurance related to the PolyMet Reclamation Obligations; and (d) the violation or alleged violation of, or obligations arising under, any Environmental Laws or Mining Code.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time, the regulations promulgated thereunder and any successor statute.

"Excluded Liability" means any liability arising from the "Executive Employment Agreements" as that term is defined in Schedule K(o)(ii) and (iii) to the PolyMet Disclosure Letter.

"Existing Indebtedness" means the Liabilities and Obligations of JVCo owing under the outstanding unsecured convertible debentures due March 31, 2023 or any other Liabilities or Obligations for Indebtedness, other than the Assumed Obligations, where PolyMet Parent or any Person other than JVCo is the primary obligor.

"Existing Permits" means those Governmental Authorizations relating to: (x) the PolyMet Business set out in the PolyMet Disclosure Letter; or (y) the Mesaba Business set out in the Teck Disclosure Letter, regardless of whether such Governmental Authorizations are valid and enforceable or otherwise in effect or binding as of the Effective Date. For the avoidance of doubt, Existing Permits: (a) include certain Governmental Authorizations that as of the Effective Date are suspended, remanded challenged or appealed in an administrative or judicial proceeding, or otherwise are not enforceable, in whole or part, under Applicable Law, and (b) exclude any leases or other mineral rights or interest in real property granted by any Governmental Authority or any other Person.

"Existing Related Party Agreements" has the meaning given to such term in Section 10.6.

"Financial Assurance Agreement" has the meaning given to such term in Section 10.8(c).

"Financial Assurance Beneficiaries" means each and every Person (including Governmental Authorities) that is the beneficiary of one or more of the PolyMet Financial Assurance Instruments.

"Fundamental Representations" means the representations and warranties of: (x) JVCo and PolyMet Parent set out in Section (a) Section (b), Section (c) and Section (d) of Schedule K; and (y) Teck US and Teck Parent set out in Section (a) Section (b), Section (c), Section (d) of Schedule M.

"Glencore Offtake Agreement" has the meaning given to such term in the LLC Agreement.

"Governmental Authority" means any: (i) international, national, federal, provincial, territorial, regional, county, state, municipal, tribal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) subdivision or authority of any of the foregoing; (iii) securities regulatory authority or stock exchange; and (iv) quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; in each case, having jurisdiction in the relevant circumstances.

"Governmental Authorizations" means those permits, approvals, certificates and certifications, licenses, authorizations, no-action letters, notices, rulings, consents, orders, clearances, and exemptions required under Applicable Law (including the lapse of a prescribed time, without objection, when a statute or regulation provides that a transaction may be implemented if the prescribed time lapses following the giving of notice without an objection being made) or otherwise required by Governmental Authorities that are material to the PolyMet Business or the Mesaba Business. Governmental Authorizations include the Existing Permits and the Regulatory Approvals.

"Indebtedness" of any Person at any date shall mean all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than accrued expenses and trade liabilities (such us suppliers, labor and other equivalent liabilities)), whether or not contingent, whether evidenced by any credit, or leasing agreement or facility, note, bond, debenture or similar instrument, or any other indebtedness that implies the payment of interest, including non-provisioned accrued holidays or other employee benefits (other than labor severances accrued under Applicable Law in the Ordinary Course of Business) or guarantees of any or the foregoing.

"Insolvency Event" means, with respect to a Party, any one or combination of the following or any event or circumstance analogous to the following:

(ii) the commencement of proceedings for a voluntary winding up or dissolution of the Party (otherwise than as part of a bona fide amalgamation, takeover, or corporate reorganization), or the commencement of involuntary proceedings for the winding- up or dissolution of the Party if such proceedings are not contested by the Party in good faith;

(iii) a mortgagee taking possession of, or commencing the disposition of, all or substantially all of the Party's assets, operations or business;

(iv) the commencement of proceedings by the Party under applicable bankruptcy or insolvency legislation in respect of the disposition of the Party's debts, or the taking by the Party of any similar step under any similar legislation to effect an arrangement between the Party and its creditors; or

(v) the appointment of an administrator, receiver, receiver and manager or trustee in bankruptcy for all or substantially all of the assets of the Party otherwise than as part of a bona fide amalgamation, takeover, or corporate reorganization, or the commencement of involuntary bankruptcy proceedings against the Party, if such proceedings are not contested by the Party in good faith.

"Interim Period" means the period from and including the Effective Date and to and including the Time of Closing.

"JVCo" has the meaning given to such term in the recitals of this Agreement. "JVCo Closing Deliverables" has the meaning given to such term in Section 3.3.

"Lands" means collectively the Contributed Real Properties and the PolyMet Underlying Real Properties.

"Legal Claim" means any civil, criminal, administrative, regulatory, arbitral or investigative inquiry, action, suit or proceeding and any loss, liability, damage, expense (including legal fees), notice, demand or claim resulting therefrom or any other claim or demand of whatever nature or kind.

"Liability" or "Obligation" means any liability or obligation, known or unknown, unconditional or contingent, liquidated or otherwise, direct or indirect, matured or unmatured, regardless of when it is asserted.

"LLC Agreement" has the meaning given to such term in the recitals of this Agreement.

"Long Stop Date" means March 31, 2023, or such other date as mutually agreed in writing between the Parties.

"Losses" means any and all damages (except for consequential, punitive, exemplary or indirect damages), costs, losses, diminution of value, liabilities, judgments, settlements, expenses or obligations (including Taxes, interest, penalties, court costs, costs of preparation and investigation, and attorneys', accountants' and other professional advisors' fees and expenses).

"Material Contracts" means collectively the Contributed Material Contracts and the PolyMet Material Contracts.

"Mesaba Business" means all activities of Teck Parent or Teck US (or any Affiliate of either of them) directly related to the Mesaba Project, including those assets and Obligations and Liabilities related to: (i) the Contributed Assets; and/or (ii) the Mesaba Environmental Liabilities.

"Mesaba Environmental Liabilities" means Environmental Liabilities relating to the Mesaba Business arising under any Environmental Laws, Mining Code, Governmental Authorizations, Existing Permits, or Regulatory Approvals, including the Contributed Reclamation Obligations.

"Mesaba Project" means the nonferrous mine development project proposed by Teck US in respect of the Contributed Mineral Properties further identified in the Teck Disclosure Letter.

"Mesaba Project 43-101 Report" means a draft technical report in respect of the Mesaba Project that conforms to the standards and requirements set out in National Instrument 43-101, along with all supporting documentation required to permit PolyMet Parent to finalize the report with its own Qualified Person for public filing in accordance with applicable securities laws in Canada.

"Mesaba Project Financial Statements" means such financial statements or other supporting financial information as PolyMet Parent may require to satisfy its disclosure obligations under the business acquisition report provisions of National Instrument 51-102 in connection with the contribution of the Contributed Assets contemplated hereby.

"Mineral Properties" means collectively the Contributed Mineral Properties and the PolyMet Underlying Mineral Properties.

"Mining Code" means the statutes, regulations, and other requirements of the State of Minnesota, including the Minnesota Department of Natural Resources or any successor thereto, regarding mineral exploration or development, including mining and reclamation of properties affected by mining, as the same may be amended from time to time.

"NorthMet Project" means the nonferrous mining project proposed by JVCo in respect of the PolyMet Underlying Mineral Properties as generally described in the Existing Permits in favor of JVCo as further identified in the PolyMet Disclosure Letter.

"Offtake Framework Agreement" has the meaning given to such term in the LLC Agreement.

"Ordinary Course of Business" has the meaning given to such term in Section 1.3.

"Original LLC Agreement" has the meaning given to such term in the recitals of this Agreement.

"Parties" means, collectively, and from time to time Teck US, Teck Parent, JVCo and PolyMet Parent.

"Person" means a natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability company, joint stock company, trust, unincorporated association, joint venture, juridical person or Governmental Authority, and related personal pronouns have a similarly extended meaning, as the context requires.

"Personal Information" means information about an identifiable individual deemed as such pursuant to any Privacy Laws that is collected, used, disclosed or retained by a Party.

"PolyMet Business" means all activities of PolyMet Parent or JVCo (or any Affiliate of either of them) directly related to the exploration and development of the NorthMet Project, including those assets and Obligations and Liabilities related to: (i) the PolyMet Underlying Assets; and/or (ii) the PolyMet Environmental Liabilities.

"PolyMet Closing Permitted Expenses" has the meaning given to such term in Section 9.2(b).

"PolyMet Closing Permitted Expenses Statement" has the meaning given to such term in Section 9.2(b).

"PolyMet Disclosure Letter" means the disclosure letter provided by PolyMet Parent to (and accepted in writing by) Teck US on or prior to the Effective Date.

"PolyMet Environmental Liabilities" means Environmental Liabilities relating to the PolyMet Business arising under any Environmental Laws, Mining Code, Governmental Authorizations, Existing Permits, or Regulatory Approvals, including the PolyMet Reclamation Obligations and the PolyMet Financial Assurance Instruments (or any replacements as contemplated by to Section 10.8).

"PolyMet Estimated Closing Permitted Expenses" has the meaning given to such term in Section 9.1(b).

"PolyMet Estimated Closing Permitted Expenses Statement" has the meaning given to such term in Section 9.1(b).

"PolyMet Financial Assurance Instruments" has the meaning given to such term in Section 10.8(a).

"PolyMet Material Adverse Effect" means any event, circumstance, state of facts, change or effect that has had, or is reasonably likely to have: (i) a material adverse effect on the business, assets, operations or the financial condition (x) on the PolyMet Underlying Assets taken independently or as a whole, or (y) of JVCo; or (ii) a material adverse effect on the ability of JVCo or PolyMet Parent to consummate the transactions contemplated by this Agreement; provided, however, that changes, occurrences, events, violations, inaccuracies, circumstances or effects relating to:

(i) changes in general economic or political conditions, whether domestic or international in either case, including changes or disruptions in financial, credit, currency exchange, real property, labour or commodities markets (except to the extent that such changes adversely affect JVCo in a manner distinct from and with a materially disproportionate effect than it affects other participants in the mining industry in Minnesota);

(ii) acts of God, any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism or civil unrest (except to the extent that such acts of God, hostilities, war, terrorism or civil unrest adversely affect JVCo in a manner distinct from and with a materially disproportionate effect than it affects other participants in the mining industry in Minnesota);

(iii) changes in laws, rules, regulations or orders of any Governmental Authority or interpretations thereof by any Governmental Authority or changes in generally accepted accounting principles (except to the extent that such changes adversely affect JVCo in a manner distinct from and with a materially disproportionate effect than it affects other participants in the mining industry in Minnesota);

(iv) changes affecting generally the mining industry in Minnesota, including changes due to disruption of power, utilities, supply and transportation systems (except to the extent that such changes adversely affect such JVCo in a manner distinct from and with a materially disproportionate effect than it affects other participants in the mining industry in Minnesota);

(v) the announcement or pendency of the transactions contemplated by this Agreement or other communication by a Party of its plans or intentions with respect to the PolyMet Underlying Assets or any portion of the PolyMet Underlying Assets;

(vi) the consummation of the transactions contemplated by this Agreement or any actions by a Party taken pursuant or in light of this Agreement;

(vii) any change in the market price or trading volume of any of the securities of PolyMet Parent;

(ix) any adverse change that is cured (including by the payment of money) by PolyMet Parent before the earliest of: (i) the Closing Date, and (ii) the date on which this Agreement is terminated pursuant to Article 15;

(x) any general outbreaks of sickness or pandemics, including any event, change or effect relating to or caused by the COVID-19 pandemic;

(xii) any event, change, action or occurrence that does not result in or is reasonably expected not result in any liabilities, costs, fines, costs or expenses equal to less than $[Redacted - Commercially sensitive information];

(xiii) event, occurrence, fact, condition or change that occurred prior to June 1, 2019; or

(xiv) any Governmental Authorization, Regulatory Approval, or Existing Permit not valid, binding, or enforceable as of the Effective Date, including any of the same vacated, suspended, remanded, stayed, subject to any petition for review, contested case, or other appeal or challenge, or otherwise not currently enforceable by JVCo or PolyMet Parent, in whole or part, as a result of or in connection with judicial or administrative proceedings or actions,

shall be deemed not to constitute a "PolyMet Material Adverse Effect" and shall not be considered in determining whether a "PolyMet Material Adverse Effect" has occurred and any determination as to whether any conditions or other matters have a PolyMet Material Adverse Effect shall be made only after taking into account all effective insurance coverages and effective indemnifications with respect to such condition or matter, provided, however, that any matter referred to in clause (l) or clause (m) shall be deemed to constitute, and shall be taken into account in determining whether there has been, or would reasonably be expected to be, a PolyMet Material Adverse Effect, to the extent that such matters relate to any of the PolyMet Underlying Assets that are necessary to implement and effect the NorthMet Project in conformance with the Existing Permits as applicable to the NorthMet Project.

"PolyMet Material Contract" has the meaning given to such term in Section (e)(xi)(K) of Schedule K.

"PolyMet Parent" has the meaning given to such term in the recitals of this Agreement.

"PolyMet Parent Closing Deliverables" has the meaning given to such term in Section 3.2.

"PolyMet Reclamation Obligations" means all obligations of JVCo and/or PolyMet Parent to reclaim or remediate any PolyMet Underlying Real Properties.

"PolyMet Reorganizations" has the meaning given to such term in the recitals of this Agreement.

"PolyMet Resolution Period" has the meaning given to such term in Section 9.4(b).

"PolyMet Statement of Objections" has the meaning given to such term in Section 9.4(b).

"PolyMet Underlying Assets" means the PolyMet Underlying Mineral Properties, the PolyMet Underlying Personal Property, the PolyMet Underlying Personal Property Lease, the PolyMet Underlying Real Properties, the Existing Permits related to the PolyMet Business, the PolyMet Material Contracts, and the PolyMet Financial Assurance Instruments, as detailed in Section (e)(i) of Schedule K.

"PolyMet Underlying Assets Permitted Encumbrance" means any Encumbrance in respect of the PolyMet Underlying Assets constituted by the following:

(i) any reservations, limitations, provisos or conditions expressed in the original or other grants of any of the PolyMet Underlying Assets and the statutory exceptions to title currently applicable to those PolyMet Underlying Assets;

(ii) minor discrepancies in the legal description of the PolyMet Underlying Real Properties or any adjoining real property which would be disclosed in an up-to-date survey and any registered easements and registered restrictions or covenants that run with the land which do not materially detract from the value of, or materially impair the use of, the PolyMet Underlying Real Properties;

(iv) charges granted to public utilities in respect of their interests, if any, in the PolyMet Underlying Real Properties;

(vii) the interests of the lessor, licensee, or conditional sale vendor under any item of PolyMet Underlying Personal Property or PolyMet Underlying Real Property which is leased, licensed, or purchased conditionally in the ordinary course of the PolyMet Business;

"PolyMet Underlying Mineral Properties" means the mining concessions, whether leasehold or fee interests, acquired from a Governmental Authority or other Person, comprising a portion of the PolyMet Underlying Assets as set out on Schedule K.

(i) all the machinery, plant, equipment, furnishings, accessories, trucks, automobiles, vehicles and similar equipment (including accessories), used in the PolyMet Business and which are described in the PolyMet Disclosure Letter; and

(ii) the interests of JVCo or PolyMet Parent as lessee or conditional sale purchaser of any equipment, plant, machinery, or vehicles used in the PolyMet Business under a PolyMet Underlying Personal Property Lease.

"PolyMet Underlying Personal Property Lease" means any personal property leases, chattel leases, rental agreements for personal property, conditional sales contracts and similar agreements relating to the PolyMet Business or which relate to any of the assets included in the PolyMet Underlying Assets, in each case as amended, extended, renewed, or otherwise modified, to which JVCo or PolyMet Parent is a party and which are described in the PolyMet Disclosure Letter. Licenses, leases, or similar agreements providing rights to access or use surface lands, fixtures, and other infrastructure used in the PolyMet Business shall be considered PolyMet Underlying Real Properties and not PolyMet Underlying Personal Property Leases.

"PolyMet Underlying Real Properties" means the mining concessions, surface interests, fee title, leasehold interests, licenses, fixtures, infrastructure, and any other interest in real property comprising a portion of the PolyMet Underlying Assets as set out in the PolyMet Disclosure Letter. The PolyMet Underlying Real Properties include the PolyMet Underlying Mineral Properties.

"Post-Closing Permitted Expenses Adjustment" has the meaning given to such term in Section 9.2(c).

"Principal Framework Offtake Agreement" has the meaning given to such term in the LLC Agreement.

"Principal Offtake Agreement" has the meaning given to such term in the LLC Agreement.

"Privacy Laws" means all Applicable Law governing the collection, use, storage, transfer, disclosure, and retention of Personal Information.

"Proceeding" means any civil, criminal, administrative, regulatory, arbitral or investigative inquiry, action, suit, investigation, audit or other proceeding by or before any Governmental Authority.

(i) an employee, officer or Representative of, or any person otherwise acting in an official capacity for or on behalf of, a Governmental Authority;

(ii) a person holding a legislative, administrative or judicial position of any kind, regardless of whether elected or appointed, of a Governmental Authority;

(v) an individual who holds any other official, ceremonial or other appointed or inherited position with a Governmental Authority; or

(vi) any individual who exercises a public function for or on behalf of a country or territory or for any public agency or public enterprise of that country or territory.

"Qualified Person" means a qualified person as defined in National Instrument 43-101.

"Records and Data" means all of the books, records, books of account, business analyses and plans, surveys, building plans and specifications, warranties, bills of sale, environmental analyses and assessments, records, data, surveys, maps, geological and technical information, geophysical and geological reports, technical reports, physical samples (including rock, till, bulk and core), agreements, notices, correspondence and other communications and all other documents, files, records and information, financial or otherwise, associated with or related to the Lands, within the control or possession of the Parties (or any Affiliate thereof), including all data and information stored electronically, digitally or on computer related media.

"Related Party" means with respect to any Party, an Affiliate of that Party and includes any director or officer of that Party or of any of its Affiliates.

"Representatives" means any director, officer, employee, agent, nominee or shareholder of a party or its accountants, legal counsel, technical, tax and financial advisors and other representatives.

"Retained Governmental Authorizations and Permits" has the meaning given to such term in Section 3.5.

"Sanctionable Activity" has the meaning given to such term in Section (j) of Schedule K.

"Sanctioned Country" has the meaning given to such term in Section (j) of Schedule K.

"Senior Executive Officer" means a Chief Executive Officer and/or Chief Financial Officer.

"SOFR" means, with respect to any SOFR Business Day, a rate per annum equal to the secured overnight financing rate for such SOFR Business Day published by the SOFR Administrator on the SOFR Administrator's website at approximately 2:30 p.m. (New York City time) on the immediately succeeding SOFR Business Day.

"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

"SOFR Business Day" means any day that is not a Saturday, Sunday or other day that is: (a) a legal holiday under the laws of the State of New York; (b) a day on which banking institutions in such state are authorised or required by law to close; or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

"Tax Returns" means any return, election, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

"Taxes" means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, duties, imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a Governmental Authority including, (i) any gross income, net income, gross receipts, business, royalty, capital, capital gains, goods and services, value added, severance, stamp, franchise, occupation, premium, capital stock, sales and use, real property, land transfer, personal property, ad valorem, transfer, licence, profits, windfall profits, environmental, payroll, employment, employer health, pension plan, anti-dumping, countervail, excise, severance, stamp, occupation, or premium tax, (ii) all withholdings on amounts paid to or by the relevant person, (iii) all employment insurance premiums, Canada and any other pension plan contributions or premiums, (iv) any fine, penalty, interest, or addition to tax, (v) any tax imposed, assessed, or collected or payable pursuant to any tax-sharing agreement or any other contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency, or fee, and (vi) any liability for any of the foregoing as a transferee, successor, guarantor, or by contract or by operation of Applicable Law.

"Teck Closing Permitted Expenses" has the meaning given to such term in Section 9.2(a).

"Teck Closing Permitted Expenses Statement" has the meaning given to such term in Section 9.2(a).

"Teck Disclosure Letter" means the disclosure letter provided by Teck US to (and accepted in writing by) PolyMet Parent on or prior to the Effective Date.

"Teck Estimated Closing Permitted Expenses" has the meaning given to such term in Section 9.1(a).

"Teck Estimated Closing Permitted Expenses Statement" has the meaning given to such term in Section 9.1(a).

"Teck Parent" has the meaning given to such term in the recitals of this Agreement.

"Teck Statement of Objections" has the meaning given to such term in Section 9.4(a).

"Term SOFR" means the greater of (a) the forward-looking term rate for a period of one month based on SOFR that is published by an information service that publishes such rate from time to time as is reasonably selected by the Party to whom any overdue amount is owed hereunder at approximately a time and as of a date determined by the Party in its reasonable discretion in a manner substantially consistent with market practice and (b) zero percent.

"Third Party Legal Claim" has the meaning given to such term in Section 16.1(d).

"Time of Closing" means 11:00 a.m. (Vancouver Time) on the Closing Date, or such other date as mutually agreed in writing between the Parties.

"Transaction Documents" means this Agreement and each agreement or document to be delivered under or pursuant to this Agreement.

"Transfer" means to sell, grant, assign or create an Encumbrance, pledge or otherwise convey, or dispose of or commit to do any of the foregoing, or to arrange for substitute performance by an Affiliate or Third Party (except as expressly permitted under this Agreement), either directly or indirectly; and, when used as a noun, means such a sale, grant, assignment, Encumbrance, pledge or other conveyance or disposition, or such an arrangement.

(a) the LLC Agreement duly executed by Teck US, PolyMet US, and Newrange Copper Nickel LLC;

(b) the Offtake Framework Agreement duly executed by Glencore (or one of its Affiliates) and Teck US;

(d) the Financial Assurance Agreement duly executed by JVCo, PolyMet US, Teck US and each of their relevant Affiliates; and

(e) the Original LLC Agreement Termination Agreement duly executed by JVCo and PolyMet US.

(a) the LLC Agreement duly executed by Teck US, PolyMet US, and Newrange Copper Nickel LLC;

(b) the Original LLC Agreement Termination Agreement duly executed by PolyMet US and JVCo; and

(a) Evidence that the existing offtake arrangements in respect of the NorthMet Project have been terminated; and

(b) the Financial Assurance Agreement duly executed by JVCo, PolyMet US, Teck US and each of their relevant Affiliates.

(a) a Delaware Certificate of Formation of a Limited Liability Company in respect of JVCo;

(d) Articles of Conversion in respect of JVCo, signed by an authorized person and filed with the Minnesota Secretary of State;

(e) a certified members' register or other evidence of the Ownership Interests in JVCo immediately prior to Closing showing PolyMet US as the registered holder of 100% of the Ownership Interests;

(f) a certified members' register or other evidence of the Ownership Interests in JVCo following Closing showing: (a) PolyMet US as the registered holder of 50% of the Ownership Interests; and (b) Teck US as the registered holder of 50% of the Ownership Interests;

(ii) Teck US nominees to other committees of JVCo, if any, have been duly appointed;

(iii) PolyMet Parent has entered into arrangements to ensure that PolyMet US has sufficient financial resources to satisfy PolyMet US's obligations in relation to the Committed Work Programs and Budgets (as defined in the LLC Agreement); and

(iv) JVCo has been discharged of the Liabilities and Obligations in respect of the Existing Indebtedness,

(h) the LLC Agreement duly executed by Teck US, PolyMet US, and Newrange Copper Nickel LLC;

(i) the Offtake Framework Agreement duly executed by Glencore (or one of its Affiliates) and PolyMet US;

(j) the Principal Framework Offtake Agreement duly executed by Teck US, PolyMet US, and Newrange Copper Nickel LLC;

(k) the Financial Assurance Agreement duly executed by JVCo, PolyMet US, Teck US and each of their relevant Affiliates; and

(l) the Original LLC Agreement Termination Agreement duly executed by PolyMet US and JVCo.

(a) a Delaware Certificate of Formation of a Limited Liability Company in respect of JVCo;

(d) Articles of Conversion in respect of JVCo, signed by an authorized person and filed with the Minnesota Secretary of State;

(e) a certified members' register or other evidence of the Ownership Interests in JVCo immediately prior to Closing showing PolyMet US as the registered holder of 100% of the Ownership Interests;

(ii) Teck US nominees to other committees of JVCo, if any, have been duly appointed;

(iii) PolyMet Parent has entered into arrangements to ensure that PolyMet US has sufficient financial resources in relation to the Committed Work Programs and Budgets (as defined in the LLC Agreement); and