6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June, 2010

Commission File Number: 001-32929

POLYMET MINING CORP.
(Translation of registrant's name into English)

1003 - 1177 West Hastings Street
Vancouver, B.C. Canada V6E 2K3
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ X ] Form 20-F   [] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): []

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): []

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [] No [ X ]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________

SUBMITTED HEREWITH

Exhibits

99.1	Interim Consolidated Financial Statements for period ended April 30, 2010
99.2	Management Discussion and Analysis for period ended April 30, 2010
99.3	CEO Certification
99.4	CFO Certification

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PolyMet Mining Corp.
	(Registrant)
Date: June 11, 2010	By:	/s/ Joe Scipioni
		Joe Scipioni
	Title:	President

EX-99.1

POLYMET MINING CORP.
(a development stage company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

30 April 2010

U.S. Funds

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

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

PolyMet Mining Corp.

(a development stage company)

Interim Consolidated Balance Sheets

As at 30 April and 31 January

All figures in Thousands of U.S. Dollars

		30 April			31 January
ASSETS		2010			2010
Current
Cash and equivalents	$	15,190		$	21,282
Accounts receivable and advances		94			88
Investment		119			140
Prepaid expenses		390			512
		15,793			22,022
Deferred Financing Costs (Note 11c))		1,815			1,794
Mineral Property, Plant and Equipment (Notes 3 and 4)		121,134			115,832
	$	138,742		$	139,648
LIABILITIES
Current
Accounts payable and accrued liabilities	$	2,461		$	2,953
Current portion of long term debt (Note 5)		2,000			2,000
Current portion of asset retirement obligation (Note 6)		815			756
		5,276			5,709
Long term
Long term debt (Note 5)		8,028			8,529
Convertible debt (Note 7)		25,787			25,253
Asset retirement obligation (Note 6)		2,455			2,590
Total Liabilities		41,546			42,081
SHAREHOLDERS’ EQUITY
Share Capital - (Note 8)		132,098			132,066
Contributed Surplus – (Note 8d)		37,457			36,979
Accumulated Other Comprehensive Income		49			71
Deficit		(72,408	)		(71,549	)
		97,196			97,567
Total Liabilities and Shareholders’ Equity	$	138,742		$	139,648

Nature of Business and Liquidity Risk (Note 1)

Contingent Liabilities and Commitments (Notes 4, 6 and 11)

ON BEHALF OF THE BOARD:

“William Murray” , Director

“David Dreisinger” , Director

- See Accompanying Notes–

PolyMet Mining Corp.

(a development stage company)

Consolidated Statements of Loss, Other Comprehensive Loss and Deficit

For the three months ended 30 April

All figures in Thousands of U.S. Dollars, except per share amounts

		2010			2009
General and Administrative
Amortization		7			7
Asset retirement obligation accretion		91			95
Consulting fees		9			9
Exploration		193			-
Investor relations and financing		39			35
Office and corporate wages		361			286
Professional fees		33			16
Shareholders’ information		96			47
Stock-based compensation (Notes 8b) and 8c))		10			453
Transfer agent and filing fees		35			9
Travel		68			52
		942			1,009
Other Expenses (Income)
Interest income, net		(1	)		(1	)
Loss (gain) on foreign exchange		(12	)		13
Rental income		(70	)		(39	)
		(83	)		(27	)
Loss for the Period	$	859		$	982
Other Comprehensive Income
Unrealized gain (loss) on investment		(22	)		8
Comprehensive Loss		881			974
Loss for the Period		859			982
Deficit – Beginning of the Period		71,549			62,526
Deficit – End of the Period	$	72,408		$	63,508
Basic and Diluted Loss per Share	$	(0.01	)	$	(0.01	)
Weighted Average Number of Shares		148,989,218			137,597,414

- See Accompanying Notes -

PolyMet Mining Corp.

(a development stage company)

Interim Consolidated Statements of Changes in Shareholders’ Equity

      All figures in Thousands of U.S.

             Dollars, except for Shares

	Common Shares (Note 8)
									Other
	Authorized					Contributed			Comprehensive
	Shares	Shares		Amount		Surplus			Income			Deficit			Total
Balance – 31 January 2009	Unlimited	137,303,875	$	105,312	$	27,549		$	-		$	(62,526	)	$	70,335
Loss for the year	-	-		-		-						(9,023	)		(9,023	)
Other comprehensive income for the period	-	-		-		-			71			-			71
Shares and warrants issued:
Equity offering and issuance costs	-	9,433,962		24,501		-						-			24,501
Exercise of options	-	775,000		477		-						-			477
Fair value of stock options exercised	-	-		307		(307	)					-			-
Exercise of warrants	-	167,954		494		-						-			494
Fair value of warrants exercised	-	-		254		(254	)					-			-
Convertible debt – conversion factor and warrants (Note 7)	-	-		-		352						-			352
Accrual of Milestones 2 and 4 Bonus Shares (Note 11)	-	-		-		4,200						-			4,200
Amendment to previously issued warrants (Notes 7 and 8e))	-	-		-		4,920						-			4,920
Issuance of Milestone 2 Bonus Shares (Note 11)		1,300,000		721		(721	)								-
Stock-based compensation (Note 8c))	-	-		-		1,240						-			1,240
Balance – 31 January 2010	Unlimited	148,980,791	$	132,066	$	36,979		$	71		$	(71,549	)	$	97,567
Loss for the period	-	-		-		-						(859	)		(859	)
Other comprehensive income for the period	-	-		-		-			(22	)		-			(22	)
Shares and warrants issued:
Exercise of options	-	25,000		16		-			-			-			16
Fair value of stock options exercised	-	-		16		(16	)		-			-			-
Accrual of Milestone 4 Bonus Shares (Note 11)	-	-		-		428			-			-			428
Stock-based compensation (Note 8c))	-	-		-		66			-			-			66
Balance – 30 April 2010	Unlimited	149,005,791	$	132,098	$	37,457		$	49		$	(72,408	)	$	97,196

Figures since 31 January 2010 unaudited and prepared by management.

- See Accompanying Notes -

PolyMet Mining Corp.

(a development stage company)

Consolidated Statements of Cash Flows

For the Periods Ended 30 April

All figures in Thousands of U.S. Dollars

(unaudited)

		2010			2009
Operating Activities
Loss for the period	$	(859	)	$	(982	)
Items not involving cash
Amortization		7			7
Asset retirement obligation accretion		91			95
Stock-based compensation		10			453
Changes in non-cash working capital items
Accounts receivable and advances		(6	)		3
Prepaid expenses		122			101
Accounts payable and accrued liabilities		(198	)		387
Net cash from (used in) operating activities		(833	)		64
Financing Activities
Share capital – for cash		16			231
Deferred financing costs		-			(15	)
Convertible debt costs		-			(28	)
Long-term debt repayment		(500	)		(250	)
Net cash used in financing activities		(484	)		(62	)
Investing Activities
Purchase of mineral property, plant and equipment		(4,775	)		(4,306	)
Net cash used in investing activities		(4,775	)		(4,306	)
Net Decrease in Cash and Cash Equivalents Position		(6,092	)		(4,304	)
Cash and Cash Equivalents Position - Beginning of Period		21,282			7,354
Cash and Equivalents Position - End of Period	$	15,190		$	3,050

- See Accompanying Notes -

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

1. Nature of Business and Liquidity Risk

PolyMet Mining Corp. (the “Company”) was incorporated in British Columbia, Canada on 4 March 1981 under the name Fleck Resources Ltd. The Company changed its name from Fleck Resources to PolyMet Mining Corp. on 10 June 1998. The Company is engaged in the exploration and development, when warranted, of natural resource properties. The Company’s primary mineral property is the NorthMet Project, a polymetallic project in northeastern Minnesota, USA. The realization of the Company’s investment in the NorthMet Project and other assets is dependent upon various factors, including the existence of economically recoverable mineral reserves, the ability to obtain the necessary financing to complete the exploration and development of the NorthMet Project, future profitable operations, or alternatively upon disposal of the investment on an advantageous basis.

Liquidity Risk

These interim unaudited consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of operations. Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they fall due.

In the past the Company has taken steps to fund its operations through the issuance of equity and debt. It plans to meet its ongoing financial obligations to the point at which all regulatory approvals for its NorthMet project have been obtained and which will allow the Company to raise additional capital to construct its mine and commence commercial production. In the event that currently available resources are not sufficient to meet these obligations, the Company may be forced to curtail or delay expenditures, sell assets or seek additional financing sources. All of these circumstances may delay the progress of or affect the ultimate success of the Company’s plans.

To address such risks, management of the Company has developed plans which involve the curtailment or postponement of certain activities, the sale of assets and the provision of additional sources of finance. However, there is no assurance that management will be successful in achieving any or all of the opportunities it has identified or obtain sufficient liquidity to execute its business plans.

1

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

2.	Significant Accounting Policies
	Basis of Presentation
	The interim consolidated financial statements of PolyMet have been prepared in accordance with accounting principles generally accepted in Canada and follow the same accounting policies and methods consistent with those used in the preparation of the most recent annual audited financial statements. In the opinion of management, all of the adjustments necessary to fairly present the consolidation financial statements set forth herein have been made. The unaudited interim consolidated financial statements do not include all information and note disclosures required by Canadian GAAP for annual financial statements and therefore should be read in conjunction with the Company’s audited consolidated financial statements for the year ended 31 January 2010. Significant differences from United States generally accepted accounting principles are disclosed in Note 13.
3.	Resource Property Agreements
	NorthMet, Minnesota, U.S.A. - Lease
	Pursuant to an agreement dated 4 January 1989, subsequently amended and assigned, the Company leases certain lands in St. Louis County, Minnesota from RGGS Land & Minerals Ltd., L.P. The original term of the renewable lease was 20 years and called for total lease payments of $1,475,000. The Company has renewed the lease by making a payment of $150,000 in January 2010. All required lease payments have been paid to 30 April 2010.
	The Company can, at its option, terminate the lease at any time by giving written notice to the lessor not less than 90 days prior to the effective termination date or can indefinitely extend the 20-year term by continuing to make $150,000 annual lease payments on each successive anniversary date.
	The lease payments are considered advance royalty payments and shall be deducted from future production royalties payable to the lessor, which range from 3% to 5% based on the net smelter return received by the Company. The Company’s recovery of the advance royalty payments is subject to the lessor receiving an amount not less than the amount of the annual lease payment due for that year.
	Pursuant to the leases, PolyMet holds mineral rights and the right to mine. PolyMet intends to acquire surface rights through a land exchange with or direct acquisition of surface rights from the United States Forest Service, which costs have been included in the capital cost estimate of the Project.

2

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

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

						30 April		31 January
						2010		2010
				Accumulated		Net Book		Net Book
30 April 2010		Cost		Amortization		Value		Value
Mineral Property Acquisition and Interest Costs	$	39,232	$	-	$	39,232	$	38,613
Mine Plan and Development		27,190		-		27,190		25,470
Environmental		20,722		-		20,722		19,537
Consulting and Wages		20,071		-		20,071		18,788
Operations		7,828		-		7,828		7,641
Mine Equipment		4,071		-		4,071		3,790
Asset Retirement Obligation		1,605		-		1,605		1,781
NorthMet Project		120,719		-		120,719		115,620
Leasehold improvements		47		33		14		17
Computers		536		192		344		142
Furniture and equipment		151		94		57		53
	$	121,453	$	319	$	121,134	$	115,832

Erie Plant, Minnesota, U.S.A.

On 15 November 2005, the Company exercised an option to acquire 100% ownership of large portions of the former LTV Steel Mining Company ore processing plant in northeastern Minnesota under the Asset Purchase Agreement with Cleveland Cliffs, Inc. (NYSE:CLF) (“Cliffs”).

The consideration for the purchase was $1 million in cash, $2.4 million in notes payable and the issuance of 6,200,547 common shares (at fair market value of $7,564,000) in the capital stock of the Company. The final instalment of the notes payable was paid on 30 June 2008 (Note 5).

3

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

4.	Mineral Property, Plant and Equipment - Continued
	On 20 December 2006, the Company closed a transaction (the “Asset Purchase Agreement II”) in which it acquired, from Cliffs, property and associated rights sufficient to provide it with a railroad connection linking the mine development site and the Erie Plant. The transaction also included a 120-railcar fleet, locomotive fuelling and maintenance facilities, water rights and pipelines, large administrative offices on site and an additional 6,000 acres of land to the east and west of and contiguous to its existing tailing facilities.
	The purchase price totalling 2 million shares and $15 million in cash and debt was in four tranches:
		2 million shares of PolyMet, paid at closing;
		$1 million in cash, paid at closing;
		$7 million in cash, payable in quarterly instalments of $250,000 commencing 31 December 2006 with the balance payable upon receipt of production financing. Interest is payable quarterly starting 31 December 2006 at the Wall Street Journal Prime Rate; and
		$7 million in cash, payable in quarterly instalments of $250,000 commencing on 31 December 2009. No interest was payable until 31 December 2009 after which it is payable quarterly at the Wall Street Journal Prime Rate, accordingly the debt was fair valued, for balance sheet purposes, by discounting it at 8.25%.
	The Company has assumed certain ongoing site-related environmental and reclamation obligations as a result of the above purchases. These environmental and reclamation obligations are presently contracted under the terms of the purchase agreements with Cliffs. Once the Company obtains its permit to mine and Cliffs is released from its obligations by the State agencies, the environmental and reclamation obligations will be direct with the governing bodies. The present value of the asset retirement obligation in the amount of $3,270,000 (Note 6) less accretion of $1,665,000 charged to retained earnings has been recorded as an increase in the carrying amount of the NorthMet Project assets and will be amortized over the life of the asset.
	Interest and loan accretion on the long-term and convertible debt to 30 April 2010 in the amount of $5,227,000 (31 January 2010 - $4,608,000) has been capitalized as part of the cost of the NorthMet Project assets.
	As the above assets are not in use no amortization of these assets has been recorded to 30 April 2010.

4

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

5. Long Term Debt

Pursuant to the Asset Purchase Agreements (Note 4) the Company’s wholly owned subsidiary Poly Met Mining, Inc. (“PolyMet US”) signed three notes payable to Cliffs in the amounts of $2,400,000, $7,000,000 and $7,000,000, respectively. The first note was interest bearing at the annual simple rate of four percent (4%) and the final payment was made on June 2008. The second note is interest bearing at the Wall Street Journal Prime Rate and is being paid in quarterly instalments equal to $250,000 commencing 31 December 2006, with the balance repayable upon receipt of commercial financing, for total repayment of $7,000,000. The third note is interest bearing at the Wall Street Journal Prime Rate and is being paid in quarterly instalments equal to $250,000 commencing on 31 December 2009 for total repayment of $7,000,000. No interest was payable on the third note until 31 December 2009. Accordingly it was fair valued, for balance sheet purposes, by discounting it at 8.25% . If PolyMet were to default on individual elements of the transactions with Cliffs, the assets associated with the default could revert to Cliffs’ control. As at 30 April 2010 the outstanding long term debt was as follows:

		30 April 2010			31 January 2009
Notes Payable	$	10,000		$	10,499
Accrued interest		28			30
Total debt		10,028			10,529
Less current portion		(2,000	)		(2,000	)
Long term debt	$	8,028		$	8,529

5

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

6. Asset Retirement Obligation

As part of the consideration for the Cliffs Purchase Agreements (Note 4), the Company indemnified Cliffs for the liability for final reclamation and closure of the acquired property.

The Company’s provisions for future site closure and reclamation costs are based on known requirements. It is not currently possible to estimate the impact on operating results, if any, of future legislative or regulatory developments. The Company’s estimate of the present value of the obligation to reclaim the NorthMet Project is based upon existing reclamation standards at 30 April 2010 and under Canadian GAAP. Once the Company obtains its permit to mine the environmental and reclamation obligations will be direct with the governing bodies. The Company’s estimate of the fair value of the asset retirement obligation at 30 April 2010 was $3,270,000 (31 January 2010 -$3,346,000). These were based upon a 30 April 2010 undiscounted future cost of $21.5 million for the first Cliffs transaction and $1.9 million for Cliffs II, an annual inflation rate of 2.00%, credit-adjusted risk free interest rates of 10.00% to 12.00% and a mine life of 20 years and a reclamation period of 9 years.

In March 2010, Cliffs entered into a consent decree with the Minnesota Pollution Control Agency (“MPCA”) relating to alleged violations on the Cliffs Erie Property. This consent decree requires submission of Field Study Plan Outlines by 6 May 2010 and Short Term Mitigation plans by 7 June 2010 (both of these milestones were met) and subsequent approval of those plans by the MPCA. As part of its prior transactions with Cliffs (note 4), PolyMet has agreed to indemnify Cliffs for certain ongoing site environmental liabilities. As such, the Company has included its best estimate of the liabilities related to this consent decree in its asset retirement obligation for the period ended 30 April 2010.

6

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

7. Convertible Debt

	Three Months	Year ended
	ended 30 April	31 January
	2010	2010
Balance - Beginning of period	25,253	13,943
Issued	-	10,000
Discount	-	(301)
Financing costs	-	(56)
Accretion and capitalized interest	534	1,667
Balance - End of period	25,787	25,253

On 31 October 2008, the Company entered into a financing with Glencore AG (“Glencore”) for an aggregate of US$50 million floating rate secured debentures due on 30 September 2011 (the "Debentures") to be issued by PolyMet US, and guaranteed by the Company. The Debentures bear interest at 12-month US dollar LIBOR plus 4%. Interest is payable in cash or by increasing the principal amount of the Debentures, at PolyMet’s option, for payments on or before 30 September 2009, and at Glencore’s option thereafter. At 31 January 2010, $1,314,000 of interest had been added to the principal amount of the debt. The Debentures are secured by all of the assets of PolyMet and PolyMet US, including a pledge of PolyMet’s 100% shareholding in PolyMet US.

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

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

The final US$25 million of the Debentures, to be used primarily for detailed engineering and procurement, may be issued upon publication of the Final Environmental Impact Statement (“EIS”) in the State of Minnesota’s Environmental Quality Board Monitor, receipt by the Company of a bona fide term sheet for construction financing and are subject to expenditures being in material compliance with budget and other customary conditions as well as agreement between Glencore and Cliffs on terms and conditions whereby Cliffs will provide its consent to Glencore as mortgagee of those parts of the Erie Plant acquired by PolyMet under Asset Agreement II.

On 31 October 2008, PolyMet issued to Glencore warrants (”Glencore Warrants”) to purchase 6.25 million common shares of PolyMet at US$5.00 if exercised before the NorthMet Project has produced a total of 20,000 metric tonnes of concentrate, or US$6.00 thereafter. The Glencore Warrants expire on 30 September 2011. If the volume-weighted 20-day average price of PolyMet’s common shares trade at a 50% premium to the then applicable exercise price, Glencore must exercise the warrants within 30 days or the warrants will expire.

7

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

7.	Convertible Debt - continued
	The Company has accounted for the initial US$7.5 million of the Debentures and the 6.25 million common share warrants by allocating the $7.5 million between the debt, the exchangeable feature of the debt and the warrants based on their pro rata fair values. The debt has been fair valued using the difference between 9% and 12 month LIBOR at 31 October 2008 (3.2075%) plus 4%. Costs related to the financing of $652,000 have been recorded against the convertible debt.
	The Company has accounted for the second, third and fourth advances of US$7.5 million, US$5 million and US$5 million, respectively, of the Debentures by allocating the principal amounts between the debt and the exchangeable feature of the debt based on their pro rata fair values. The debt has been fair valued using the difference between 9% and 12 month LIBOR at 31 October 2008 (3.2075%) plus 4%. Costs related to the financings of $43,000, $16,000 and $12,000, respectively, have been recorded against the convertible debt.
	On 17 November 2009, the Company announced that it agreed to modify certain terms of the above transaction. Under the new terms the Glencore Warrants entitle Glencore to purchase 6.25 million common shares of PolyMet at US$3.00 and expire on September 30, 2011. If the 20-day volume weighted average price of PolyMet’s shares is 150% of the exercise price or more ($4.50), and the Final EIS has been published in the Minnesota Department of Natural Resources EQB Monitor, PolyMet can accelerate the expiration of the Glencore Warrants to not less than 21 business days after the notice of acceleration. The incremental $158,000 increase in the fair value of the warrants due to the warrant exchange was debited to warrant amendment expense and credited to contributed surplus.
	Separately in November 2009, PolyMet agreed to modify the terms of the final $25 million Tranche E of the $50 million Debenture with Glencore such that Tranche E, if drawn, can be exchanged at US$2.65 per share. The first four tranches totaling US$25 million (excluding capitalized interest) that have already been drawn will continue to be exchangeable at US$4.00 per share.

8

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

8.	Share Capital
	a)	Share Issuances for Cash
		During the three months ended 30 April 2010, the Company issued 25,000 shares (30 April 2009 – 475,000) pursuant to the exercise of stock options for total proceeds of $16,000 (30 April 2009 - $231,000).
	b)	Stock Options
		Effective 25 May 2007, the Company adopted a new Omnibus Share Compensation Plan (“Stock Option Plan”), which was approved by the Company’s shareholders’ on 27 June 2007. The Stock Option Plan covers the Company’s employees, directors, officers and consultants. The options are granted for varying terms ranging from two to seven years. The maximum number of common shares under the stock option plan shall not exceed (i) 10% of the outstanding common shares of the Company at the time of granting of the options and (ii) 18,592,888 common shares of the Company, of which 3,640,000 common shares are reserved for issuance as awards other than options (Note 11a)).
		Details of stock option activity are as follows:

	Three Months	Year ended
	ended 30 April	31 January
	2010	2010
Outstanding - Beginning of period	13,075,000	12,615,000
Granted	-	1,585,000
Forfeited	-	(350,000	)
Exercised	25,000	(775,000	)
Outstanding - End of period	13,050,000	13,075,000

9

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

8.	Share Capital - Continued
	b)	Stock Options - Continued
		As at 30 April 2010, the following director, officer, consultant and employee stock options were outstanding:

			Number of
	Exercise Price	Exercise Price	options
Expiry Date	(US$)	(CDN$)	outstanding
5 July 2011	0.66	0.66	800,000
18 October 2011	0.79	0.79	50,000
30 March 2012	0.65	0.65	85,000
1 May 2012	0.85	0.85	350,000
15 June 2012	0.93	0.94	40,000
19 September 2012	1.35	1.36	1,540,000
24 October 2012	1.19	1.20	200,000
5 December 2012	1.14	1.15	200,000
20 March 2013	2.74	2.76	2,900,000
19 June 2013	2.95	2.97	325,000
1 September 2013	3.80	3.82	300,000
22 September 2013	3.49	3.51	75,000
5 January 2014	3.28	3.30	525,000
13 February 2014	2.99	3.01	1,250,000
8 March 2014	2.88	2.90	400,000
12 March 2014	2.92	2.94	250,000
23 March 2014	2.89	2.91	50,000
4 September 2014	3.00	3.02	360,000
12 December 2014	3.05	3.07	205,000
11 January 2015	3.03	3.05	70,000
31 January 2015	2.87	2.89	100,000
15 February 2015	2.72	2.74	500,000
2 June 2015	3.92	3.94	100,000
30 July 2015	3.22	3.24	175,000
30 January 2016	0.82	0.82	615,000
17 February 2016	0.82	0.82	1,410,000
15 October 2016	2.67	2.68	115,000
8 January 2017	3.54	3.56	60,000
	2.15	2.16	13,050,000

As at 30 April 2010 all options had vested and were exercisable, with the exception of 57,500 which vest incrementally until October 15, 2010 and 1,797,500 which vest upon completion of specific targets.

10

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

8.	Share Capital - Continued
	c)	Stock-Based Compensation
		During the three month period ended 30 April 2010, the Company granted no options to directors, officers, consultants and employees (30 April 2009 – 1,410,000).
		During the three month period ended 30 April 2010, the Company recorded $66,000 for stock based compensation in its accounts as an expense of $10,000 and a debit to mineral property, plant and equipment of $56,000, with the offsetting entries going to contributed surplus.
		During the quarter ended 30 April 2009, the Company recorded $577,000 for stock based compensation in its accounts as an expense of $453,000 and a debit to mineral property, plant and equipment of $124,000, with the offsetting entries going to contributed surplus.
	d)	Contributed Surplus
		Contributed surplus represents accumulated stock-based compensation expense and warrants issued, reduced by the fair value of the stock options and warrants exercised.
		Details are as follows:

		30 April			31 January
		2010			2010
Balance – Beginning of period	$	36,979		$	27,549
Current period fair value of stock-based compensation		66			1,240
Fair value of exchangeable warrants and debt conversion (Note 7)		-			352
Change in fair value of warrants amended (Notes 7 and e))		-			4,920
Issuance of Milestone 2 Bonus Shares (Note 11a))		-			(721	)
Accrual of Bonus Shares for Milestones 2 and 4 (Note 11a))		428			4,200
Fair value of stock options and warrants exercised during the period		(16	)		(561	)
Balance – End of period	$	37,457		$	36,979

11

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

8.	Share Capital - Continued
	e) Share Purchase Warrants

Details of stock purchase warrant activity are as follows:

	30 April 2010		31 January 2009
		Weighted			Weighted
		Average			Average
		Exercise			Exercise
		Price			Price
	Warrants	(US$)	Warrants		(US$)
Warrants outstanding - beginning of period	15,034,092	3.74	15,370,000		4.74
Cancelled (Notes 7 and 8e))	-	-	(10,260,000	)	4.52
Exercised	-	-	(335,908	)	3.00
Issued	-	-	4,010,000		3.00
Issued (Note 8a))	-	-	-		-
Issued (Note 7)	-	-	6,250,000		3.00
Warrants outstanding – end of period	15,034,092	3.74	15,034,092		3.74

12

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

8.	Share Capital - Continued
	e)	Share Purchase Warrants – Continued
		On 17 April 2007, the Company issued 7,500,000 warrants in connection with a non-brokered private placement financing of 15 million units at US$2.75 per unit, with each unit comprising one common share and one-half of one warrant. Each whole warrant was exercisable into a common share at a price of US$4.00 at any time until 13 October 2008 subject to an early trigger if the 20- day volume weighted average price of the common shares is US$6.00 or more. In connection with the private placement, the Company has paid finders’ fees including an additional 520,000 broker warrants having the same terms as the warrants described above.
		On 10 October 2008, the Company announced that it had received the consent from the holders of more than two-thirds of the 8,020,000 warrants issued as part of the April 2007 private placement to exchange those warrants into:
			4,010,000 warrants, each warrant entitling the holder to purchase one share of PolyMet common stock at US$3.00 per share at any time until the sooner of 30 calendar days after publication of the draft Environmental Impact Statement by the State of Minnesota in the state’s Environmental Quality Board Monitor and October 13, 2009, and
			4,010,000 warrants, each warrant entitling the holder to purchase one share of PolyMet common stock at US$5.00 if exercised before the NorthMet Project has produced a cumulative total of 20,000 metric tonnes of concentrate, or US$6.00 thereafter and prior to August 31, 2011. PolyMet can accelerate the expiration of the warrants if PolyMet’s volume-weighted 20-day average stock price trades at a 50% premium to the exercise price applicable at any time.
		The incremental $544,000 increase in the fair value of the warrants due to the warrant exchange was debited to warrant amendment expense and credited to contributed surplus in the year ended 31 January 2009.
		In October 2009, the Company received the consent from holders of more than two-thirds of the above warrants to exchange the 4,010,000 warrants due to expire on October 13, 2009 for 4,010,000 warrants, each warrant entitling the holder to purchase one share of PolyMet common stock at US$3.00 per share at any time until the sooner of 30 calendar days after publication of the draft Environmental Impact Statement by the State of Minnesota in the state’s Environmental Quality Board Monitor and 31 December, 2009. The incremental $1,005,000 increase in the fair value of the warrants due to the warrant exchange was debited to warrant amendment expense and credited to contributed surplus.

13

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

8.	Share Capital - Continued
	e)	Share Purchase Warrants – Continued
		In November 2009, the Company received the consent from holders of more than two-thirds of the above warrants to exchange the 4,010,000 warrants due to expire the earlier of 30 calendar days after publication of the draft Environmental Impact Statement by the State of Minnesota in the state’s Environmental Quality Board Monitor and 31 December, 2009 for 4,010,000 warrants, each warrant entitling the holder to purchase one share of PolyMet common stock at US$3.00 per share at any time until the sooner of 21 business days after publication of the final Environmental Impact Statement by the State of Minnesota in the state’s Environmental Quality Board Monitor and 31 December 2010. The incremental $3,757,000 increase in the fair value of the warrants due to the warrant exchange was debited to warrant amendment expense and credited to contributed surplus.
		On 31 October 2006, the Company issued 600,000 warrants to BNP Paribas Loan Services as partial consideration under the agreement described in Note 11c). These warrants have an exercise price of US$4.00 per share and expire on 30 October 2010. The fair value of these warrants was $1,197,000. Further, upon delivering a bona fide offer of project financing, warrants to purchase an additional 500,000 shares of the Company at a price of US$4.00 per share at any time prior to 30 October 2010 will vest.
		All of the warrants are exercisable as at 30 April 2010, except for 500,000 which vest upon delivery of a bona fide offer of project financing.

14

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

9. Related Party Transactions

The Company has conducted transactions with officers, directors and persons or companies related to directors and paid or accrued amounts as follows:

		30 April		30 April
		2010		2009
Consulting fees paid to David Dreisinger, a Director of the Company	$	16	$	13

During the three months ended 30 April 2009, the Company paid $16,000 (30 April 2009 - $13,000) to Dr. Dreisinger for consulting fees primarily in connection with activities related to the processing / technical side of the NorthMet project and related expenses (the latter were supported by invoices and receipts). The consulting fees were based on a monthly fee of Canadian $5,500 plus general sales tax. Throughout the term of his engagement, Dr. Dreisinger has conducted in-person and telephonic meetings with Mr. William Murray, the Company’s Executive Chairman, and other members of management at which he provided both verbal and written updates on the status of test work and made recommendations for future activities. These meetings occurred approximately every two to three weeks for the past five years.

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

15

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

10.	Segmented Information
	The Company is in the feasibility stage of developing its mineral properties in the U.S. and provides for its financing and administrative functions at the head office located in Canada. Segmented information on a geographic basis is as follows:

30 April 2010		Canada		U.S.		Consolidated
Segment operating loss	$	478	$	188	$	666
Identifiable assets	$	15,197	$	123,545	$	138,742
30 April 2009		Canada		U.S.		Consolidated
Segment operating loss	$	831	$	151	$	982
Identifiable assets	$	3,137	$	100,115	$	103,252

16

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

11.	Contingent Liabilities and Commitments
	a)	The Company has instituted a share bonus plan as part of its employment, management and consulting contracts for key management and project personnel. This bonus plan adds incentive for key personnel to reach certain prescribed milestones required to reach commercial production at the NorthMet Project. As at 30 April 2010, the Company had received shareholder approval of the Bonus Shares for Milestones 1 – 4 and regulatory approval for Milestones 1, 2 and 3. Milestone 4 is subject to regulatory approval, which will be sought in the future. To 30 April 2010, 5,240,000 shares have been issued for the achievement of Milestones 1, 2 and 3.
		The summary of the share bonus plan is as follows:

	Bonus Shares
Milestone 1	1,590,000	issued
Milestone 2	1,300,000	(i) issued in May 2009
Milestone 3	2,350,000	(ii) issued
Milestone 4	3,640,000	(iii) and (iv)

(i)	Milestone 2 – Negotiation and completion of an off-take agreement with a senior metals producer for the purchase of nickel-hydroxide produced from the NorthMet Project, and / or an equity investment in the Company by such a producer or producers. The bonus shares allocated to Milestone 2 are valued at C$0.75. This milestone was deemed to have been achieved in May 2009 and therefore the Company issued the shares to certain directors and insiders and capitalized $714,000 to Property, Plant and Equipment.
(ii)	Milestone 3 – Completion of a “bankable feasibility study” which indicates that commercial production from the NorthMet Project is viable. This milestone was achieved on 25 September 2006 and therefore, during the year ended 31 January 2007, the Company expensed a C$1,762,500 ($1,289,000) bonus as consulting fees and allotted 2,350,000 shares. These shares were issued in October 2006.
(iii)	Milestone 4 – Commencement of commercial production at the NorthMet Project at a time when the Company has not less than 50% ownership interest.
(iv)	At the Annual General Meeting of shareholders of the Company, held on 17 June 2008, the disinterested shareholders approved the bonus shares for Milestone 4. The bonus shares allocated to Milestone 4 are valued at US$3.80, the Company’s closing trading price on 17 June 2008. During the three months ended 30 April 2010, the Company accrued $428,000 related to Milestone 4 (30 April 2009 - $961,000), these amounts were capitalized to Mineral Property, Plant and Equipment.

17

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

11.	Contingent Liabilities and Commitments - Continued
	b)	Pursuant to the Company’s Asset Purchase Agreement with Cliffs (Note 4), for as long as Cliffs owns 1% or more of the Company’s issued shares, Cliffs will have the right to participate on a pro-rata basis in future cash equity financings. This agreement also includes a first right of refusal in favour of the Company should Cliffs wish to dispose of its interest.
	c)	On 31 October 2006 the Company entered into an agreement with BNP Paribas Loan Services (“BNPP”) whereby BNPP will advise and assist PolyMet in all aspects of preparation for construction finance. As part of this agreement, BNPP was issued warrants to purchase 600,000 shares of the Company’s common stock at a price of US$4.00 per share at any time prior to 30 October 2010. The fair value of these warrants was $1,197,000. Further, upon delivering a bona fide offer of project financing, warrants to purchase an additional 500,000 shares of the Company at a price of US$4.00 per share at any time prior to 30 October 2010 will vest. As part of the agreement, PolyMet will also pay BNPP a monthly fee for its advice and assistance and pay the costs for BNPP’s independent engineers.
	d)	On 13 October 2008, the Company entered into a collateral pledge agreement wherein it pledged a used drill rig which it owned against payments made by a supplier for parts that will be used in rebuilding the drill rig. The drill rig has a book value of $3,122,000 including the amount that the Company has capitalized related to an account payable of $847,000 for the full value of the parts and labour to 30 April 2010.
	e)	On 31 October 2008, the Company entered into agreements with Glencore wherein Glencore will provide marketing services covering concentrates, metal, or intermediate products at prevailing market terms for at least the first five years of production.
	f)	On 30 April 2010, the Company had outstanding commitments related to equipment, rent, consultants and the environmental review process of approximately $750,000 predominantly due over the next year.

18

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

12.	Financial Instruments and Risk Management
	Categories of financial assets and liabilities

Under Canadian GAAP, financial instruments are classified into one of the following five categories: held-for-trading; held to maturity investment; loans and receivables; available-for-sale financial assets, and other financial liabilities. The carrying values of the Company’s financial instruments are classified into the following categories:

		30 April	31 January
		2010	2010
Held-for-trading (1)	$	15,190	21,282
Available-for-sale		119	140
Loans and receivables		94	88
Other financial liabilities (2)		38,276	38,735

(1) Includes cash and equivalents.
(2) Includes accounts payable and accrued liabilities, convertible debt and long-term debt.

The Company has determined the estimated fair values of its financial instruments based on appropriate valuation methodologies. The fair values of the Company’s financial instruments are not materially different from their carrying values.

Risks arising from financial instruments and risk management

The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange), credit risk, liquidity risk, interest rate risk and investment risk. Reflecting the current stage of development of the Company’s NorthMet Project, PolyMet’s overall risk management program focuses on facilitating the Company’s ability to continue as a going concern and seeks to minimize potential adverse effects on PolyMet’s ability to execute its business plan.

Risk management is the responsibility of executive management. Material risks are identified and monitored and are discussed with the audit committee and the board of directors.

Foreign exchange risk

The Company incurs expenditures in Canada and in the United States. The functional and reporting currency of the Company is the United States dollar. Foreign exchange risk arises because the amount of Canadian dollar cash and equivalents, receivables, investment or payables will vary in United States dollar terms due to changes in exchange rates.

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

19

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

12.	Financial Instruments and Risk Management - continued
	As at 30 April 2010, the Company is exposed to currency risk through the following assets and liabilities denominated in Canadian dollars:

		30 April			31 January
		2010			2010
Held-for-trading (1)	$	366		$	157
Available-for-sale		119			140
Loans and receivables		30			25
Other financial liabilities (2)		(171	)		(302	)
	$	344		$	20

(1) Includes cash and equivalents.
(2) Includes accounts payable and accrued liabilities.

Based on the above net exposures, as at 30 April 2010, a 10% change in the Canadian / United States exchange rate would impact the Company’s earnings by $34,000.

Credit risk

Credit risk arises on cash and equivalents held with banks and financial institutions, as well as credit exposure on outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets of $15,190,000.

The Company’s cash and equivalents are held through a large Canadian financial institution.

Liquidity risk

Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. Additional information relating to liquidity risk is disclosed in Note 1.

Interest rate risk

Interest rate risk arises on cash and equivalents and long-term debt and fluctuations in the related interest rates. The Company has not hedged any of its interest rate risk.

As at 30 April 2010, the Company is exposed to interest rate risk through the following assets and liabilities:

		30 April		31 January
		2010		2010
Held-for-trading (1)	$	15,190	$	21,282
Other financial liabilities (2)		35,815		35,782

(1) Includes cash and equivalents.
(2) Represents long-term debt (Note 5) and convertible debt (Note 7).

20

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

12.	Financial Instruments and Risk Management - continued
	Investment risk
	The Company’s investment in the common shares of a publicly traded Canadian mining company bears investment risk. The maximum exposure to investment risk is equal to the carrying value of the investment.
	As at 30 April 2010, the Company is exposed to investment risk through the following assets:

		30 April		31 January
		2010		2010
Available-for-sale (1)	$	119	$	140

(1) Includes investment.

Fair Value Measurements

PolyMet’s financial assets and liabilities are measured or disclosed at fair value on a recurring basis and classified in their entirety based on the lowest level of input that is significant to the fair value measurement. There are three levels of fair value hierarchy that prioritize the inputs to valuation techniques used to measure fair value, with level 1 inputs having the highest priority. The levels and the valuation techniques used to value the Company’s financial assets and liabilities are described below:

Level 1 –	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
	Investments in marketable securities are valued using quoted market prices in active markets, obtained from securities exchanges. Accordingly, these items are included in Level 1 of the fair value hierarchy.
Level 2 –	Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 –	Unobservable (supported by little or no market activity) prices.

Cash equivalents are recorded at face value. Accounts receivable and advances are short-term in nature and represent the initial price of the good or service. Long term and convertible debt have been fair valued using assumptions with respect to interest rates relevant to similar debt taking into account the collateral involved.

21

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

12.	Financial Instruments and Risk Management - Continued
	The fair values of our financial assets and liabilities at 30 April 2010 are summarized in the following table:

	Fair Value – Quoted in active markets for identical assets (Level 1)	Fair Value - Significant other observable inputs (Level 2)	Fair Value - Significant unobservable inputs (Level 3)	Fair Value - Total	Book Value
Assets
Cash and equivalents	-	-	15,190	15,190	15,190
Accounts receivable and advances	-	-	94	94	94
Investment	119	-	-	119	119
	119	-	15,284	15,403	15,403
Liabilities
Accounts payable and accrued liabilities	-	-	2,461	2,461	2,461
Current portion of long term debt	-	-	2,000	2,000	2,000
Long term debt	-	-	8,028	8,028	8,028
Convertible debt	-	-	25,787	25,787	25,787
	-	-	38,276	38,276	38,276

22

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

12.	Financial Instruments and Risk Management - Continued
	Capital Management
	Similar to other companies in the development stage, the Company is in discussions with certain parties to provide funding which will enable the Company to execute its business plan. With the completion of the Definitive Feasibility Study and taking into account the current permitting process the Company is in, PolyMet will require additional funds through Project construction. Funding for the Project could come from a number of sources and include internal cash flows (for the second stage of the construction), bank project financing and capital market financing. During the upcoming fiscal year, the Company’s objective is to identify the source or sources from which it will obtain the capital required both to fund to the start of construction and to complete the Project.
	The Company has no externally imposed capital requirements. In the management of capital, the Company includes the components of shareholders’ equity, convertible debt and long-term debt. The Company manages the capital structure and makes adjustments to it depending on economic conditions and the rate of anticipated expenditures. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets.
	In order to assist in management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors. The budgets are approved by the Company’s Board of Directors.
	Although the Company plans to have the resources to carry out its plans and operations through 30 April 2011 (Note 1), it does not currently have sufficient capital to meet its estimated project capital expenditure requirements and is currently in discussions to arrange sufficient capital to meet these requirements.
13.	Differences Between Canadian and United States Generally Accepted Accounting Principles
	These consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). The U.S. Securities and Exchange Commission requires that financial statements of foreign registrants contain a reconciliation presenting the statements on the basis of accounting principles generally accepted in the U.S. U.S. GAAP also requires additional disclosures which are set out in this financial statement note. Any differences in accounting principles as they pertain to the accompanying consolidated financial statements are not material except as follows:
	a)	Under Canadian GAAP, all of the elements of the convertible debt transaction are fair valued and then allocated book value on a pro-rated basis. The conversion feature on the debt is treated as equity. Under US GAAP the conversion feature is treated as debt. This resulted in a $250,000 difference between convertible debt and shareholders’ equity in the period ended 30 April 2010 (31 January 2010 - $250,000).

23

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

13.	Differences Between Canadian and United States Generally Accepted Accounting Principles -
	Continued
	The effects of the above difference in accounting principle on convertible debt and shareholders’ equity are as follows:

		31 April		31 January
		2010		2010
Convertible Debt – Canadian GAAP basis	$	25,787	$	25,253
Convertible Debt – US GAAP basis	$	26,037	$	25,503
Shareholders’ Equity – Canadian GAAP basis	$	97,196	$	97,567
Shareholders’ Equity – US GAAP basis	$	96,946	$	97,317

(b) Development Stage Company

The Company meets the definition of a development stage enterprise under United States Accounting Standard Codification (“ASC”) 915 (formerly Statement of Financial Accounting Standards (“SFAS”) No. 7), Accounting and Reporting by Development Stage Enterprises. The following additional disclosures are required under this standard. Management has determined, in accordance with ASC 915 that the Company was dormant for a period to 31 January 2002, as such the required disclosures have been included commencing from 1 February 2003.

24

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

13.	Differences Between Canadian and United States Generally Accepted Accounting Principles -
	Continued

Consolidated Statements of Loss, Other Comprehensive Loss and Deficit
Cumulative from 1 February 2003 to 30 April 2010

	Cumulative
	from 1
	February
	2003 to 30
	April 2010
	(unaudited)
Pre-feasibility Costs	21,679
General and Administrative
Amortization	138
Asset retirement obligation accretion	1,656
Consulting fees	3,045
Exploration	193
Investor relations and financing	1,301
Office and corporate wages	6,639
Professional fees	2,667
Shareholders’ information	1,246
Stock-based compensation	11,341
Transfer agent and filing fees	765
Travel	2,432
Warrant amendment	5,464
	36,887
Other Expenses (Income)
Interest income, net	(1,906	)
Loss (gain) on foreign exchange	(173	)
Gain on sale of resource properties	(220	)
Loss on sale of property, plant and equipment	9
Investment loss	2,415
Rental income	(497	)
	(372	)
Loss for the Period	58,194
Other Comprehensive Income
Unrealized gain on investment	(49	)
Comprehensive Loss	58,145
Deficit Beginning of the Period	14,214
Deficit End of the Period	72,408

25

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

13.	Differences Between Canadian and United States Generally Accepted Accounting Principles -
	Continued
	Consolidated Statements of Changes in Shareholder’s Equity (unaudited) (continued)
	Cumulative from 1 February 2003 to 30 April 2010

							Accumulated
							Other
	Issue Price						Comprehensive
	Per Share	Shares	Amount		Contributed Surplus		Income	Deficit		Total
Balance – 31 January 2003		32,657,526	14,183		-		-	(14,214	)	(31	)
Loss for the year		-	-		-		-	(147	)	(147	)
Shares issued for cash:
Private placements, net of finders’ fees and issuance costs	0.09	11,708,318	999		-		-	-		999
Share subscriptions received	-	-	763		-		-	-		763
Exercise of warrants	0.08	486,610	41		-		-	-		41
Exercise of options	0.06	89,600	5		-		-	-		5
Shares issued to settle debt	0.07	50,000	4		-		-	-		4
Stock-based compensation		-	-		55		-	-		55
Balance 31 January 2004		44,992,054	15,995		55		-	(14,361	)	1,689
Loss for the year	-	-	-		-		-	(4,416	)	(4,416	)
Shares issued for cash:
Private placements, net of finders’ fees and issuance costs	0.58	2,955,626	1,715		-		-	-		1,715
Share subscriptions received	-	-	(763	)	-		-	-		(763	)
Exercise of warrants	0.16	5,277,573	829		-		-	-		829
Exercise of options	0.07	1,088,400	81		-		-	-		81
Shares issued for property	0.23	1,000,000	229		-		-	-		229
Stock-based compensation	-	-	-		993		-	-		993
Fair value of stock options exercised	-	-	42		(42	)	-	-		-
Shares allotted for exercise of warrants	0.12	224,925	26		-		-	-		26
Shares allotted for bonus	0.55	1,590,000	873		-		-	-		873
Balance 31 January 2005		57,128,578	19,027		1,006		-	(18,777	)	1,256

26

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

13.	Differences Between Canadian and United States Generally Accepted Accounting Principles -
	Continued
	Consolidated Statements of Changes in Shareholder’s Equity (unaudited) (continued)
	Cumulative from 1 February 2003 to 30 April 2010

						Accumulated
						Other
	Issue Price					Comprehensive
	Per Share	Shares	Amount	Contributed Surplus		Income	Deficit		Total
Balance 31 January 2005 (brought forward)		57,128,578	19,027	1,006		-	(18,777	)	1,256
Loss for the year	-	-	-	-		-	(15,976	)	(15,976	)
Shares issued for cash:
Private placements, net of finders’ fees and issuance costs	0.66	29,347,568	15,827	3,653		-	-		19,480
Exercise of warrants	0.58	5,700,628	3,296	-		-	-		3,296
Exercise of options	0.11	1,795,852	197	-		-	-		197
Shares issued for property	1.22	6,200,547	7,564	-		-	-		7,564
Stock-based compensation	-	-	-	3,523		-	-		3,523
Fair value of stock options exercised	-	-	98	(98	)	-	-		-
Balance 31 January 2006		100,173,173	46,009	8,084		-	(34,753	)	19,340
Loss for the year	-	-	-	-		-	(18,126	)	(18.126	)
Issuance of shares for bonus	0.55	2,350,000	1,289	-		-	-		1,289
Shares issued for cash:
Exercise of warrants	0.98	14,662,703	17,963	(3,653	)	-	-		14,310
Exercise of options	0.35	2,193,000	765	-		-	-		765
Shares issued for property	3.08	2,000,000	6,160	-		-	-		6,160
Stock-based compensation	-	-	-	4,723		-	-		4,723
Warrants issued for deferred financing costs	-	-	-	1,197		-	-		1,197
Fair value of stock options exercised	-	-	737	(737	)	-	-		-
Balance – 31 January 2007		121,378,876	72,923	9,614		-	(52,879	)	29,658

27

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

13.	Differences Between Canadian and United States Generally Accepted Accounting Principles -
	Continued
	Consolidated Statements of Changes in Shareholder’s Equity (unaudited) (continued)
	Cumulative from 1 February 2003 to 30 April 2010

						Accumulated
						Other
	Issue Price					Comprehensive
	Per Share	Shares	Amount	Contributed Surplus		Income	Deficit		Total
Balance – 31 January 2007 (brought forward)		121,378,876	72,923	9,614		-	(52,879	)	29,658
Loss for the year	-	-	-	-		-	(4,124	)	(4,124	)
Shares and warrants issued:
Exercise of options	0.66	462,200	303	-		-	-		303
Fair value of stock options exercised	-	-	212	(212	)	-	-		-
Private placement, net of finders’ fees and issuance costs	2.61	15,149,999	31,177	8,346		-	-		39,523
Stock-based compensation	-	-	-	3,077		-	-		3,077
Balance – 31 January 2008		136,991,075	104,615	20,825		-	(57,003	)	68,437
Loss for the year	-	-	-	-		-	(5,523	)	(5,523	)
Shares and warrants issued:
Exercise of options	1.45	312,800	452	-		-	-		452
Fair value of stock options exercised	-	-	245	(245	)	-	-		-
Convertible debt – conversion factor and warrants	-	-	-	441		-	-		441
Accrual of Milestones 2 and 4 Bonus Shares	-	-	-	3,912		-	-		3,912
Amendment to previously issued warrants	-	-	-	544		-	-		544
Stock-based compensation	-	-	-	1,822		-	-		1,822
Balance – 31 January 2009		137,303,875	105,312	27,299		-	(62,526	)	70,085

28

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

13.	Differences Between Canadian and United States Generally Accepted Accounting Principles -
	Continued
	Consolidated Statements of Changes in Shareholder’s Equity (unaudited) (continued)
	Cumulative from 1 February 2003 to 30 April 2010

						Accumulated
						Other
	Issue Price					Comprehensive
	Per Share	Shares	Amount	Contributed Surplus		Income		Deficit		Total
Balance – 31 January 2009 (brought forward)		137,303,875	105,312	27,299		-		(62,526	)	70,085
Loss for the year	-	-	-	-		-		(9,023	)	(9,023	)
Other comprehensive income for the year	-	-	-	-		71		-		71
Shares and warrants issued:
Equity offering and issuance costs	2.60	9,433,962	24,501	-		-		-		24,501
Exercise of options	0.62	775,000	477	-		-		-		477
Fair value of stock options exercised	-	-	307	(307	)	-		-		-
Exercise of warrants	2.94	167,954	494	-		-		-		494
Fair value of warrants exercised	-	-	254	(254	)	-		-		-
Convertible debt – conversion factor	-	-	-	352		-		-		352
Accrual of Milestones 2 and 4 Bonus Shares	-	-	-	4,200		-		-		4,200
Amendment to previously issued warrants	-	-	-	4,920		-		-		4,920
Issuance of Milestone 2 Bonus Shares	0.55	1,300,000	721	(721	)	-		-		-
Stock-based compensation	-	-	-	1,240		-		-		1, 240
Balance – 31 January 2010		148,980,791	132,066	36,729		71		(71,549	)	97,317
Loss for the period	-	-	-	-		-		(859	)	(859	)
Other comprehensive income (loss) for the period	-	-	-	-		(22	)	-		(22	)
Shares and warrants issued:
Exercise of options	1.56	25,000	16	-		-		-		16
Fair value of options exercised	-	-	16	(16	)	-		-		-
Accrual of Milestones 2 and 4 Bonus Shares	-	-	-	428		-		-		428
Stock-based compensation	-	-	-	66		-		-		66
Balance – 30 April 2010		149,005,791	132,098	37,207		49		(72,408	)	96,946

29

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

13.	Differences Between Canadian and United States Generally Accepted Accounting Principles -
	Continued

Consolidated Statements of Cash Flows
Cumulative from 1 February 2003 to 30 April 2010

		Cumulative
		from 1
		February
		2003 to 30
		April 2010
		(unaudited)
Operating Activities
Loss for the period	$	(58,194	)
Items not involving cash
Consulting fees and Office and Corporate wages		2,161
Amortization		138
Asset retirement obligation		1,656
Investment loss		2,415
Stock-based compensation		11,341
Warrant amendment		5,464
Gain on sale of resource properties		(220	)
Loss on sale of property, plant and equipment		9
Changes in non-cash working capital items
Accounts receivable and advances		(88	)
Prepaid expenses		(390	)
Accounts payable and accrued liabilities		512
Net cash used in operating activities		(35,196	)
Financing Activities
Share capital - for cash		106,746
Long-term debt repayment		(6,400	)
Convertible debt		24,277
Share subscriptions received		763
Deferred financing costs		(597	)
Net cash provided by financing activities		124,789
Investing Activities
Purchase of investment		(2,495	)
Proceeds on disposal of equipment		33
Proceeds on sale of resource property		220
Purchase of mineral property, plant and equipment		(72,164	)
Net cash used in investing activities		(74,406	)
Net Increase (Decrease) in Cash and Cash Equivalents Position		15,187
Cash and Cash Equivalents Position - Beginning of Period		3
Cash and Cash Equivalents Position - End of Period	$	15,190

41

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

13.	Differences Between Canadian and United States Generally Accepted Accounting Principles -
	Continued

Consolidated Schedules of Pre-Feasibility Costs
Cumulative from 1 February 2003 to 30 April 2010

		Cumulative
		from 1
		February
		2003 to 30
		April 2010
		(unaudited)
Direct
Camp and general	$	298
Consulting fees		1,846
Drilling		3,169
Engineering		1,441
Environmental		6,130
Geological and geophysical		303
Land lease, taxes and licenses		469
Metallurgical		2,275
Mine planning		3,597
Permitting		321
Plant maintenance and repair		725
Sampling		1,001
Scoping study		104
Cumulative Total Costs for the Period	$	21,679

42

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

13.	Differences Between Canadian and United States Generally Accepted Accounting Principles -
	Continued

(c) Mineral Rights

The total amount paid for mineral rights to 30 April 2010 was $1,775,000.

(d) Accounts Payable

The components of accounts payable and accrued liabilities as at 30 April are as follows:

		30 April 2010		31 January
				2010
Operating payables		149		376
Project development payables		1,465		1,561
Equipment payables		847		1,016
Total	$	2,461	$	2,953

(e) Stock-Based Compensation

As at 31 January 2010, there were 1,855,000 unvested stock options with an average grant date fair value of $1.24 per option. As at 30 April 2010, there were 1,840,000 unvested stock options with an average grant date fair value of $1.22 per option. During the three month period ended 30 April 2010, 15,000 additional stock options vested.

The intrinsic value of a stock option is the difference between the current market price for PolyMet’s common shares and the exercise price of the option. At 30 April 2010, the aggregate intrinsic value of vested and unvested stock options, based on the 30 April 2010 closing price for PolyMet’s common shares of US$2.15 was $1,957,000.

The weighted average remaining contractual term of all stock options outstanding as at 30 April 2010 is 3.62 years. The weighted average remaining contractual term of all stock options vested as at 30 April 2010 was 3.50 years.

The unrecognized compensation cost for non-vested stock options at 30 April 2010 was $419,000. The weighted average period over which it is expected to be recognized is 3.33 years.

PolyMet records stock-based compensation expense as a separate line item in the Company’s consolidated statements of loss, other comprehensive loss and deficit. If stock-based compensation had been recorded on the same line as cash compensation for the individuals who received the stock options, $10,000 for the three months ended 30 April 2010 and $453,000 for the three months ended 30 April 2009 would have been recorded under office and corporate wages expense.

The Company has estimated the expected life of incentive stock options to be 2.3 years based on historic option exercise patterns and the timeline for material developments in the past and anticipated in future.

43

PolyMet Mining Corp.

(a development stage company)

Notes to Consolidated Financial Statements

30 April 2010

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

Unaudited – prepared by management

13.	Differences Between Canadian and United States Generally Accepted Accounting Principles -
	Continued

f)	Recent U.S. Accounting Pronouncements, which relate to the Company’s current operations are summarized as follows:
	None.

44

EX-99.2

POLYMET MINING CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

FORM 51-102F1

For the period ended 30 April 2010

US Funds

General

The following information, prepared as at 12 June 2010, should be read in conjunction with the unaudited interim consolidated financial statements of PolyMet Mining Corp. (the “Company” or “PolyMet”) for the period ended 30 April 2010 and related notes attached thereto, which are prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). All amounts are expressed in United States dollars unless otherwise indicated.

The Audit Committee of the Board of Directors of the Company, consisting of four independent directors, has reviewed this document pursuant to its mandate and charter.

Forward Looking Statements

This Management Discussion and Analysis (“MD&A”) contains certain forward-looking statements concerning anticipated developments in PolyMet’s operations in the future. These forward-looking statements appear in a number of different places in this MD&A and can frequently, but not always, be identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, “projects”, “plans” and similar expressions, or statements that events, conditions or results “will”, “may”, “could” or “should” occur or be achieved or their negatives or other comparable words. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause PolyMet’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Forward-looking statements include statements regarding the outlook for the Company’s future operations, plans and timing for PolyMet’s exploration and development programs, statements about future market conditions, supply and demand conditions, forecasts of future costs and expenditures, the outcome of legal proceedings, and other expectations, intentions and plans that are not historical fact. The Company’s actual results may differ materially from those in the forward-looking statements due to risks facing PolyMet or due to actual facts differing from the assumptions underlying the Company’s predictions. Some of these risks and assumptions include: general economic and business conditions, including changes in interest rates; prices of natural resources, costs associated with mineral exploration and development, and other economic conditions; natural phenomena; actions by governments and authorities including changes in government regulation; uncertainties associated with legal proceedings; changes in the resource market; future decisions by management in response to changing conditions; future decisions by management in response to changing conditions; the Company’s ability to execute prospective business plans, and misjudgments in the course of preparing forward-looking statements.

The Company advises you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to PolyMet or persons acting on it’s behalf. The Company expressly disclaims any obligation to update publicly, or otherwise, these statements, whether as a result of new information, future events or otherwise except to the extent required by law. Readers should carefully review the cautionary statements and risk factors contained in this and all other documents that the Company files from time to time with regulatory authorities.

Cautionary note to U.S. investors: the terms “measured and indicated mineral resource”, “mineral resource”, and “inferred mineral resource” used in this Management Discussion and Analysis are Canadian geological and mining terms as defined in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resources and Mineral Reserves. U.S. investors are advised that while such terms are recognized and required under Canadian regulations, the SEC does not recognize these terms. Mineral Resources do not have demonstrated economic viability. It cannot be assumed that all or any part of a Mineral Resource will ever be upgraded to Mineral Reserves. Under Canadian rules, estimates of inferred mineral resources may not form the basis of or be included in feasibility or other studies. U.S. investors are cautioned not to assume that any part of an inferred mineral resource exists, or is economically or legally mineable.

Specific reference is made to PolyMet’s most recent Form 20-F/Annual Information Form on file with the SEC and Canadian securities authorities for a discussion of some of the factors underlying forward-looking statements.

1

POLYMET MINING CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

FORM 51-102F1

For the period ended 30 April 2010

US Funds

Description of Business and Summary of Recent Events

PolyMet is a Toronto Stock Exchange and NYSE Amex listed Issuer engaged in the exploration and development, when warranted, of natural resource properties. The Company’s primary mineral property and principal focus is the commercial development of its NorthMet Project, a polymetallic project in northeastern Minnesota, USA which hosts copper, nickel, cobalt and platinum group metal mineralization.

Asset Acquisitions

On 15 November 2005 the Company, through its Minnesota subsidiary (Poly Met Mining, Inc.), completed the early exercise of PolyMet’s option with Cliffs Natural Resources, Inc. (formerly Cleveland Cliffs, Inc.) (NYSE:CLF) (“Cliffs”) to acquire the Erie Plant, which is located 10 kilometers (6 miles) west of PolyMet’s NorthMet deposit. The plant was operated by Cliffs for many years and was acquired by Cliffs in early 2001 from LTV Steel Mining Company after that company’s bankruptcy at which time the plant was placed on care-and-maintenance with a view to a potential restart. With minor modification, the crushing and milling circuits can be used for the NorthMet ore. The plant assets now owned by PolyMet include crushing and milling equipment, comprehensive spare parts, plant site buildings, real estate, tailings impoundments and mine workshops, as well as access to extensive mining infrastructure including roads, rail, water, and power. A new hydrometallurgical plant is planned to be installed adjacent to the existing mill on surplus land.

PolyMet plans to refurbish and reactivate the crushing, concentrating and tailings facilities at the Erie Plant to produce concentrates containing copper, nickel, cobalt and precious metals. The concentrates are planned to be sold prior to completion of construction and commissioning of the new hydrometallurgical metal recovery processing facilities. Once completed, the new hydrometallurgical plant will produce copper metal, nickel-cobalt hydroxide and a precious metals precipitate.

On 20 December 2006 the Company acquired from Cliffs, property and associated rights sufficient to provide it with a railroad connection linking the mine development site and the Erie Plant. This transaction also included 120 railcars, locomotive fuelling and maintenance facilities, water rights and pipelines, large administrative offices on site and an additional 6,000 acres of land to the east and west of and contiguous to its existing tailing facilities.

PolyMet has indemnified Cliffs for ongoing reclamation and remediation associated with the property under both transactions.

Feasibility Study, Mineral Resources and Mineral Reserves

With publication of the Definitive Feasibility Study (“DFS”) in September 2006, summarized in a Technical Report under National Instrument 43-101 (“NI 43-101”), PolyMet established SEC-standard mineral reserves. Proven and probable mineral reserves were estimated at 181.7 million short tons grading 0.31% copper, 0.09% nickel and 0.01 ounces per ton ("opt") of precious metals. In September 2007, PolyMet reported an expansion in these proven and probable mineral reserves to 274.7 million short tons grading 0.28% copper, 0.08% nickel and 0.01 opt of precious metals (palladium, platinum and gold).

2

POLYMET MINING CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

FORM 51-102F1

For the period ended 30 April 2010

US Funds

These reserves are based on copper at $1.25 per pound, nickel at $5.60 per pound, and precious metal prices of $210, $800, and $400 per ounce respectively for palladium, platinum and gold.

The reserves lie within measured and indicated mineral resources that were expanded to 638.2 million tons grading 0.27% copper, 0.08% nickel and 0.01 opt of precious metals (palladium, platinum and gold). In addition, inferred mineral resources total 251.6 million tons grading 0.28% copper, 0.08% nickel and 0.01 opt of precious metals.

PolyMet has transitioned into detailed engineering in preparation for the start of construction. This includes detailed planning for the construction phase, commencement of detailed design work, and scheduling long lead-time equipment. As a result of continuing economic and financial market instability which started in mid 2008, and until there is greater certainty on the timeline to complete permitting, the Company has scaled back detailed engineering and design work that is not needed for permitting and has deferred placing orders for equipment.

DFS Update

On 20 May 2008 PolyMet reported revised plans and cost estimates for construction and operating costs. The revised plans include:

• the sale of concentrate during the construction and commissioning of new metallurgical facilities resulting in a shorter pre-production construction period (12-15 months) and reduced capital costs prior to first revenues ($312 million versus $380 million) despite the inclusion of an estimated $65 million of additional measures to protect the environment;
• the new metallurgical facilities to be constructed during initial production and sales of concentrate. PolyMet anticipates that much of the additional $290 million of capital costs, including $20 million of additional environmental measures, will be funded from cash flow from initial operations;
• mine plans (based on copper at $1.25 per pound) reflect the increase in reserves and decrease in stripping ratio reported on 26 September 2007, the use of 240-ton trucks, and owner versus contract mine operations, and
• $77 million of mining equipment, which was assumed to be provided by a mining contractor in the DFS has been incorporated as an operating lease in updated operating costs.

Environmental Review

In October 2005, the Minnesota Department of Natural Resources (MDNR) published its Environmental Assessment Worksheet Decision Document establishing the MDNR as the lead state agency and the US Army Corps of Engineers (“USACE) as the lead federal agency (together the “Lead Agencies”) for preparation of an Environmental Impact Statement (“EIS”) for the project. In 2006 these Lead Agencies selected an independent environmental contractor (“the EIS Contractor”) to prepare the EIS. The EIS Contractor is Environmental Resources Management, a leading global provider of environmental, health and safety, risk, and social consulting services. The EIS Contractor team included members with expertise and experience in mining sulfidic ores. Several other government agencies (including the US Forest Service, the Boise Forte Band of Chippewa and the Fond Du Lac Band of Lake Superior Chippewa) joined the EIS preparation team as Cooperating Agencies which brought their special expertise to the process.

3

POLYMET MINING CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

FORM 51-102F1

For the period ended 30 April 2010

US Funds

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

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

In October 2009, the Lead Agencies published the PolyMet DEIS with formal notification of publication in the Minnesota Environmental Quality Board (“EQB”) Monitor and the Federal Register on 2 November and 6 November 2009, respectively. The formal notification of publication started a 90-day period for public review and comment, which ended on 3 February 2010. During this period, the lead Agencies held two public meetings – one in the town of Aurora, MN near the project location and one in Blaine, MN in the metropolitan Minneapolis-St. Paul area.

The Lead Agencies received approximately 3,800 submissions containing approximately 22,000 separate comments, including an extensive comment letter from the US Environmental Protection Agency (“EPA”) in its role as reviewer of projects that could impact the environment. Many of the comments related to alternative plans that the Company and the Lead Agencies had already recognized would not be incorporated into the final “preferred” alternative. In general, the preferred alternative would be a combination of PolyMet proposals, alternatives and mitigations that meet the purpose and need of the project, is technically and economically feasible, and provides the best environmental outcomes.

The EIS review process leading to publication of a Final EIS (“FEIS”) is designed to provide information to government agencies for permitting. The Lead Agencies are working with the EPA and other government agencies to establish the best way to address the comments from government agencies, non-government organizations, and the public. The FEIS will describe a specific, preferred alternative.

Once a conclusion has been reached on how best to complete the EIS process, the Lead Agencies will advise PolyMet enabling the company to release updated information regarding the project timeline.

Prior to receipt of the permits, the Company intends to secure construction financing that would be available upon receipt of key permits, with construction slated to start upon availability of construction finance.

Construction of NorthMet is expected to be made up of four major components:

1.	Implementation of environmental safeguards;
2.	Construction of the mine and reactivation of some existing mine infrastructure;
3.	Refurbishment of the existing Erie Plant facilities and construction of new flotation facilities, and
4.	Construction of a new hydrometallurgical plant.

4

POLYMET MINING CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

FORM 51-102F1

For the period ended 30 April 2010

US Funds

Key Developments

In March 2010, Cliffs entered into a consent decree with the Minnesota Pollution Control Agency (“MPCA”) relating to alleged violations on the Cliffs Erie Property. This consent decree requires submission of Field Study Plan Outlines by 6 May 2010 and Short Term Mitigation plans by 7 June 2010 (both of these milestones were met) and subsequent approval of those plans by the MPCA. As part of its prior transactions with Cliffs, PolyMet has agreed to indemnify Cliffs for certain on-going site environmental liabilities.

Results of Operations

For the three months ended 30 April 2010 (the “2011 first quarter”) compared to the three months ended 30 April 2009 (the “2010 first quarter”)

a) Loss for the Period:

During the three months ended 30 April 2010, the Company incurred a loss of $859,000 ($0.01) loss per share) compared to a loss of $982,000 ($0.01 loss per share) in the fiscal 2010 first quarter. The decrease in the net loss for the period was primarily attributable to a reduction in stock-based compensation to $10,000 in the current year period from $453,000 in the prior year period, partially offset by exploration expense of $193,000 in the 2011 first quarter (2010 first quarter - $nil).

b) Cash Flows:

Cash used in operating activities in the three months ended 30 April 2010 was $833,000 compared to cash provided in the three months ended 30 April 2009 of $64,000. The variance in cash is primarily due to changes in non-cash working capital balances and the above noted exploration expense.

Cash used in financing activities for the three months ended 30 April 2010 was $484,000 (prior year period - $62,000). The 2011 first quarter activity was primarily due to the scheduled repayment of $500,000 of debt (prior year period - $250,000) and the issuance of share capital on the exercise of stock options for $16,000 (prior year period - $231,000).

Cash used in investing activities for the three months ended 30 April 2010 was $4.775 million compared with $4.306 million in the three months ended 30 April 2009, with the increase being primarily the result of additional drilling activity in the current year period.

Total cash for the three months ended 30 April 2010 decreased by $6.092 million for a balance of $15.190 million compared to the three months ended 30 April 2009 where cash decreased $4.304 million to a balance of $3.050 million.

c) Capital Expenditures:

During the three months ended 30 April 2010 the Company capitalized $5.302 million (2009 -$6.038 million) of costs primarily directly related to site activity, definition drilling, the draft EIS and permitting as well as engineering and project planning costs.

5

POLYMET MINING CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

FORM 51-102F1

For the period ended 30 April 2010

US Funds

Summary of Quarterly Results
(All figures in Thousands of U.S. dollars except Loss per share)

Three Months Ended	Apr 30 2010 $	Jan 31 2010 $	Oct. 31 2009 $	July 31 2009 $	Apr. 30 2009 $	Jan. 31 2009 $	Oct. 31 2008 $	July 31 2008 $
Total Revenues	-	-	-	-	-	-	-	-
General and Administrative	(942)	(5,172)	(1,888)	(1,089)	(1,009)	(894)	(1,442)	(1,017)
Other Income (Expenses)	83	12	42	54	27	(7)	(437)	(649)
Net Loss	(859)	(5,160)	(1,846)	(1,035)	(982)	(901)	(1,879)	(1,666)
Loss per share	(0.01)	(0.03)	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)

Significant items to report for the quarterly results are as follows:

Exploration expense of $193,000 was recorded in the quarter ended 30 April 2010. There were no exploration expenses recorded in the other quarters.

Investment losses of $93,000, $369,000, $724,000, $179,000 and $1,050,000 were recorded in the quarters ended 31 January 2009, 31 October 2008 and 31 July 2008, respectively. There were no investment losses recorded in the other quarters.

Warrant amendment expenses of $3,757,000, $1,005,000 and $544,000 were recorded in the quarters ended 31 January 2010, 31 October 2009 and 31 October 2008, respectively. There were no warrant amendment expenses recorded in the other quarters.

The net loss included stock based compensation expense for the quarters ended:

1.	30 April 2010 - $10,000
2.	31 January 2010 - $31,000
3.	31 October 2009 - $97,000
4.	31 July 2009 - $332,000
5.	30 April 2009 - $453,000
6.	31 January 2009 - $73,000
7.	31 October 2008 - $80,000
8.	31 July 2008 - $172,000

6

POLYMET MINING CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

FORM 51-102F1

For the period ended 30 April 2010

US Funds

Financing Activities

During the three months ended 30 April 2010 the Company issued 25,000 shares (prior year period – 475,000) upon exercise of options for proceeds of $16,000 (prior year period -$231,000).

Liquidity and Capital Resources

As at 30 April 2010 the Company had working capital of $10.517 million compared with working capital of $16.313 million at 31 January 2010 consisting primarily of cash of $15.190 million (31 January 2010 - $21.282 million), prepaids of $390,000 (31 January 2010 -$512,000), accounts payable and accrued liabilities of $2.461 million (31 January 2010 -$2.953 million), the current portion of the notes to Cliffs of $2.000 million (31 January 2010 - -$2.000 million) and the current portion of asset retirement obligations of $815,000 (31 January 2010 - $756,000). The Company expects to pay the remaining balance of $8.028 million (31 January 2010 - $8.529 million) long term notes to Cliffs and the convertible debt principal balance of $25 million plus capitalized interest from working capital, additional financing and funds from operations once commercial production has commenced. The Company’s cash is primarily held in deposits and bearer deposits of a major Canadian bank and does not include any exposure to asset-backed commercial paper.

As at 30 April 2010 the Company, in addition to its obligation to Cliffs and Glencore as described herein, has obligations to issue shares under the Company’s Bonus Share Plan. The Company has received shareholder approval for the Bonus Shares of Milestones 1 – 4 and regulatory approval for Milestones 1, 2 and 3. Milestone 4 is subject to regulatory approval. To 30 April 2010, 5,240,000 shares have been issued for the achievement of Milestones 1, 2 and 3. The bonus shares allocated for Milestones 1 through 3 are valued using the Company’s closing trading price on 28 May 2004 of CDN$0.75 per share, the date of the approval of the bonus plan by the disinterested shareholders. The bonus shares allocated for Milestone 4 are valued using the Company’s closing trading price on 17 June 2008 of US$3.80 per share, the date of the approval of the bonus plan by the disinterested shareholders. The Company also has outstanding firm commitments of approximately $750,000.

These interim unaudited consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of operations. Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they fall due.

In the past the Company has taken steps to fund its operations through the issuance of equity and debt. It plans to meet its ongoing financial obligations to the point at which all regulatory approvals for its NorthMet project have been obtained and which will allow the Company to raise additional capital to construct its mine and commence commercial production. In the event that currently available resources are not sufficient to meet these obligations, the Company may be forced to curtail or delay expenditures, sell assets or seek additional financing sources. All of these circumstances may delay the progress of or affect the ultimate success of the Company’s plans.

Management of the Company has developed plans which involve the curtailment or postponement of certain activities, the sale of assets and the provision of additional sources of finance. However, there is no assurance that management will be successful in achieving any or all of the opportunities it has identified or obtain sufficient liquidity to execute its business plans.

7

POLYMET MINING CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

FORM 51-102F1

For the period ended 30 April 2010

US Funds

Should the Company wish to continue to further advance the NorthMet Project to commercial production PolyMet will require additional funds. As the Company has no operating revenues, the only source of liquidity consists primarily of cash from proceeds of project debt, other debt and equity financing.

Shareholder Rights Plan

Effective 25 May 2007, the Company adopted an updated Shareholder Rights Plan (“Rights Plan”), which was approved by the Company’s shareholders on 27 June 2007 and modified by the Company’s shareholders on 17 June 2008. Under the Rights Plan, the Company has issued one right for no consideration in respect of each outstanding common share of the Company to all holders of record of common shares on 4 December 2003. All common shares subsequently issued by the Company during the term of the Rights Plan will have one right represented for each common share held by the shareholder of the Company. The term of the Rights Plan is 10 years, unless the rights are earlier redeemed or exchanged. The Rights issued under the Rights Plan become exercisable only if a party acquires 20% or more of the Company's common shares without complying with the Rights Plan or without the approval of the Board of Directors of the Company.

Each Right entitles the registered holder thereof to purchase from the Company on the occurrence of certain events, one common share of the Company at the price of CDN$50 per share, subject to adjustment (the “Exercise Price”). However, if a Flip-in Event (as defined in the Rights Plan) occurs, each Right would then entitle the registered holder to receive, upon payment of the Exercise Price, that number of common shares that have a market value at the date of that occurrence equal to twice the Exercise Price. The Rights are not exercisable until the Separation Time as defined in the Rights Plan.

Off Balance-Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

8

POLYMET MINING CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

FORM 51-102F1

For the period ended 30 April 2010

US Funds

Related Party Transactions

During the three months ended 30 April 2010, the Company paid $16,000 (30 April 2009 -$13,000) to Dr. Dreisinger, a Director of PolyMet, for consulting fees primarily in connection with activities related to the processing / technical side of the NorthMet project and related expenses (the latter were supported by invoices and receipts). The consulting fees were based on a monthly fee of Canadian $5,500 plus general sales tax. Throughout the term of his engagement, Dr. Dreisinger has conducted in-person and telephonic meetings with Mr. William Murray, the Company’s Executive Chairman, and other members of management at which he provided both verbal and written updates on the status of test work and made recommendations for future activities. These meetings occurred approximately every two to three weeks for the past five years.

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

Proposed Transactions

There are no proposed transactions that will materially affect the performance of the Company.

Subsequent Events

None.

Changes in Accounting Policies Including Initial Adoption

There were no new accounting standards issued during the period that are expected to impact the Company.

9

POLYMET MINING CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

FORM 51-102F1

For the period ended 30 April 2010

US Funds

International Financial Reporting Standards ("IFRS")

In 2006, the Canadian Accounting Standards Board (“AcSB”) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008 the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after 1 January 2011. The transition date of 1 January 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended 31 January 2011.

In preparation for the changeover from GAAP to IFRS, the Company commenced the planning process during the second quarter of fiscal 2009. Specific initiatives are underway and others have been planned for transitioning from GAAP to IFRS. Current status of the project is as follows:

Resources

• Management has retained the service of a major public accounting firm to provide advisory technical assistance for the project, and
• The Company will continue to invest in training and resources to ensure a timely and effective conversion.

Process

• A diagnostic assessment of the key impact areas was completed;
• A detailed assessment of accounting and measurement differences between IFRS and Canadian GAAP on current accounting policies, as well as new policies anticipated to be implemented as the Company transitions to becoming a producer is currently underway;
• Initial findings and observations for the work completed to date will serve as an input in establishing the key parameters to develop solutions during the design phase of the project;
• An initial assessment of exemptions available under IFRS 1, “First-time Adoption of IFRS” is underway;
• The Company’s audit committee is monitoring progress and is kept informed of issues identified, and
• The Company’s external auditor is advised of the progress status and issues identified.

Management anticipates completing the above process in the third quarter of fiscal 2011 and preparing internal, draft financial statements and disclosure information for quarters in fiscal 2011. During this time, management will continue to monitor current and new projects undertaken by the International Accounting Standards Board which may impact the Company’s assessment of the impact of the adoption of IFRS.

Management anticipates that there will be changes in accounting policies and these changes may materially impact the financial statements.

10

POLYMET MINING CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

FORM 51-102F1

For the period ended 30 April 2010

US Funds

Other MD&A Requirements

Outstanding Share Data

Authorized Capital: Unlimited common shares without par value.

Issued and outstanding: As at 9 June 2010, 149,005,791 common shares were issued and outstanding.

Outstanding options, warrants and convertible securities as at 9 June 2010:

Type of Security	Number	Exercise Price (US$)	Expiry Date
Common share warrants	3,674,092	3.00	(Note1)
Common share warrants	1,100,000	4.00	30 October 2010
Common share warrants	4,010,000	(Note 2)	August 31, 2011
Stock options	800,000	0.63	05 July 2011
Common share warrants	6,250,000	(Note 3)	30 September 2011
Stock options	50,000	0.76	18 October 2011
Stock options	85,000	0.62	30 March 2012
Stock options	350,000	0.81	1 May 2012
Stock options	40,000	0.90	15 June 2012
Stock options	1,540,000	1.30	19 September 2012
Stock options	200,000	1.15	24 October 2012
Stock options	200,000	1.10	5 December 2012
Stock options	2,900,000	2.64	20 March 2013
Stock options	325,000	2.85	19 June 2013
Stock options	300,000	3.66	1 September 2013
Stock options	75,000	3.36	22 September 2013
Stock options	525,000	3.16	5 January 2014
Stock options	1,250,000	2.99	13 February 2014
Stock options	400,000	2.88	8 March 2014
Stock options	250,000	2.92	12 March 2014
Stock options	50,000	2.89	23 March 2014
Stock options	360,000	3.00	4 September 2014
Stock options	205,000	3.05	12 December 2014
Stock options	70,000	3.03	11 January 2015
Stock options	100,000	2.87	31 January 2015
Stock options	500,000	2.72	15 February 2015
Stock options	100,000	3.92	2 June 2015
Stock options	175,000	3.22	30 July 2015
Stock options	615,000	0.82	30 January 2016
Stock options	1,410,000	0.82	17 February 2016
Stock options	115,000	2.67	15 October 2016
Stock options	60,000	3.54	8 January 2017

11

POLYMET MINING CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

FORM 51-102F1

For the period ended 30 April 2010

US Funds

Note 1:	Each warrant entitles the holder to purchase one share of PolyMet common stock at US$3.00 per share at any time until the sooner of 21 business days after publication of the final Environmental Impact Statement by the State of Minnesota in the state’s Environmental Quality Board Monitor and 31 December, 2010.
Note 2:	Each warrant entitles the holder to purchase one share of PolyMet common stock at US$5.00 if exercised before the NorthMet Project has produced a cumulative total of 20,000 metric tonnes of concentrate, or US$6.00 thereafter and prior to August 31, 2011. PolyMet can accelerate the expiration of the warrants if PolyMet’s volume- weighted 20-day average stock price trades at a 50% premium to the exercise price applicable at any time.
Note 3:	Each warrant entitles the holder to purchase 6.25 million common shares of PolyMet at US$3.00 and expire on 30 September 2011. If the 20-day volume weighted average price of PolyMet’s shares is 150% of the exercise price or more ($4.50), and the Final EIS has been published in the Minnesota Department of Natural Resources EQB Monitor, PolyMet can accelerate the expiration of the Glencore Warrants to not less than 21 business days after the notice of acceleration.

Effective 25 May 2007, the Company adopted a new Omnibus Share Compensation Plan (“Stock Option Plan”), which was approved by the Company’s shareholders’ on 27 June 2007. The Stock Option Plan covers the Company’s employees, directors, officers and consultants. The options are granted for varying terms ranging from two to five years. The maximum number of common shares under the stock option plan shall not exceed (i) 10% of the outstanding common shares of the Company at the time of granting of the options and (ii) 18,592,888 common shares of the Company, of which 3,640,000 common shares are reserved for issuance as awards other than options.

Risks and Uncertainties

An investment in the Company’s common shares is highly speculative and subject to a number of risks and uncertainties. Only those persons who can bear the risk of the entire loss of their investment should participate. An investor should carefully consider the risks described in PolyMet’s Form 20-F/Annual Information Form for the year ended 31 January 2010 on file with the SEC and Canadian securities regulators and other information filed with the Canadian and United States securities regulators before investing in the Company’s common shares. The risks described in PolyMet’s Form 20-F/Annual Information Form are not the only ones faced. Additional risks that the Company currently believes are immaterial may become important factors that affect the Company’s business. If any of the risks described in PolyMet’s Form 20-F/Annual Information Form for the year ended 31 January 2010 occur, the Company’s business, operating results and financial condition could be seriously harmed and investors could lose all of their investment.

Management’s Responsibility for Financial Statements

The information provided in this report including the financial statements, is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the accompanying financial statements.

12

POLYMET MINING CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

FORM 51-102F1

For the period ended 30 April 2010

US Funds

Management maintains a system of internal controls to provide reasonable assurances that the Company’s assets are safeguarded and to facilitate the preparation of relevant and timely information.

Management’s Report on Internal Control over Financial Reporting

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

There have been no changes in the Company’s internal control over financial reporting during the year ended 30 April 2010 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Additional Information

Additional information related to the Company is available for view on SEDAR and EDGAR, respectively, at www.sedar.com and at www.sec.gov, and at the Company’s website www.polymetmining.com.

13

EX-99.3

FORM 52 – 109F2
CERTIFICATION OF INTERIM FILINGS

I, Joseph Scipioni, President and Chief Executive Officer of PolyMet Mining Corp., certify that:

1.	Review: I have reviewed the interim financial statements and interim MD & A, (together, the “interim filings”) of PolyMet Mining Corp. (the “issuer”) for the interim period ended April 30, 2010.
2.	No Misrepresentations: Based on my knowledge, having exercised all reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised all reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal controls over financial reporting (ICFR), as those terms are defined in National Instrument 52-109
	Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings:
	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
		(i)	material information relating to the issuer, is made known to us by others, particularly during the period in which the interim filings are being prepared, and
		(ii)	information required to be disclosed by the issuer in its annual filings,
		interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control Framework: The control framework of the issuer’s other certifying officer and I used to design the issuer’s ICFR is Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework.

	5.2	N/A
	5.3	N/A
6.	Reporting changes in ICFR: The issuer has disclosed in its MD&A any change in the issuer’s ICFR that occurred during the period beginning on February 1, 2010 and ended on April 30, 2010 that materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Dated: June 14^th, 2010

/s/ Joseph Scipioni            
Joseph Scipioni
President & Chief Executive Officer

EX-99.4

FORM 52 – 109F2
CERTIFICATION OF INTERIM FILINGS

I, Douglas Newby, Chief Financial Officer of PolyMet Mining Corp., certify that:

1.	Review: I have reviewed the interim financial statements and interim MD & A, (together, the “interim filings”) of PolyMet Mining Corp. (the issuer) for the interim period ended April 30, 2010.
2.	No Misrepresentations: Based on my knowledge, having exercised all reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised all reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal controls over financial reporting (ICFR), as those terms are defined in National Instrument 52-109
	Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings:
	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
		(i)	material information relating to the issuer, is made known to us by others, particularly during the period in which the interim filings are being prepared, and
		(ii)	information required to be disclosed by the issuer in its annual filings,
		interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control Framework: The control framework of the issuer’s other certifying officer and I used to design the issuer’s ICFR is Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework.

5.2	N/A
5.3	N/A
6.	Reporting changes in ICFR: The issuer has disclosed in its MD&A any change in the issuer’s ICFR that occurred during the period beginning on February 1, 2010 and ended on April 30, 2010 that materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Dated: June 14^th, 2010

/s/ Douglas Newby           
Douglas Newby
Chief Financial Officer