General Moly, Inc (Form: 10-Q, Received: 07/30/2010 13:05:07)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-32986

General Moly, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE		91-0232000
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

1726 Cole Blvd., Suite 115
Lakewood, CO 80401
Telephone: (303) 928-8599
(Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

The number of shares outstanding of registrant’s common stock as of July 28, 2010, was 72,567,538.

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TABLE OF CONTENTS

		Page
Part I

ITEM 1.	FINANCIAL STATEMENTS	3

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31

ITEM 4.	CONTROLS AND PROCEDURES	33

Part II

ITEM 1.	LEGAL PROCEEDINGS	33

ITEM 1A.	RISK FACTORS	34

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	36

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	36

ITEM 4.	REMOVED AND RESERVED	36

ITEM 5.	OTHER INFORMATION	36

ITEM 6.	EXHIBITS	36

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GENERAL MOLY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS

(Unaudited - In thousands, except par value amounts)

	June 30, 2010			December 31, 2009

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	22,895		$	48,614
Deposits, prepaid expenses and other current assets	183			179
Total Current Assets	23,078			48,793
Mining properties, land and water rights — Note 4	106,977			101,190
Deposits on project property, plant and equipment	67,400			42,648
Restricted cash held for electricity transmission	12,286			12,286
Restricted cash held for reclamation bonds	1,133			1,133
Non-mining property and equipment, net	452			553
Other assets	2,994			2,994
TOTAL ASSETS	$	214,320		$	209,597
LIABILITIES, CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	2,952		$	3,799
Current portion of long term debt	144			163
Total Current Liabilities	3,096			3,962
Provision for post closure reclamation and remediation costs	561			586
Deferred gain	200			100
Long term debt, net of current portion	10,239			268
Total Liabilities	14,096			4,916

COMMITMENTS AND CONTINGENCIES — Note 10

CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST	99,761			99,761

EQUITY
Common stock, $0.001 par value; 200,000,000 shares authorized, 72,567,538 and 72,437,538 shares issued and outstanding, respectively	73			72
Additional paid-in capital	188,878			187,290
Accumulated deficit before exploration stage	(213		)	(213		)
Accumulated deficit during exploration and development stage	(88,275		)	(82,229		)
Total Equity	100,463			104,920
TOTAL LIABILITIES, CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST AND EQUITY	$	214,320		$	209,597

The accompanying notes are an integral part of these consolidated financial statements.

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GENERAL MOLY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited - In thousands, except per share amounts)

													January 1, 2002
													(Inception of
	Three Months Ended						Six Months Ended						Exploration
	June 30,			June 30,			June 30,			June 30,			Stage) to June
	2010			2009			2010			2009			30, 2010

REVENUES	$	—		$	—		$	—		$	—		$	—
OPERATING EXPENSES:
Exploration and evaluation	180			166			308			364			37,818
General and administrative expense	2,985			2,724			5,703			5,637			54,689
TOTAL OPERATING EXPENSES	3,165			2,890			6,011			6,001			92,507
LOSS FROM OPERATIONS	(3,165		)	(2,890		)	(6,011		)	(6,001		)	(92,507		)
OTHER INCOME
Interest and dividend income	5			—			6			8			3,969
Interest expense	(41		)	—			(41		)	—			(41		)
Other income	—			—			—			—			65
TOTAL OTHER INCOME	(36		)	—			(35		)	8			3,993
LOSS BEFORE TAXES	(3,201		)	(2,890		)	(6,046		)	(5,993		)	(88,514		)
Income Taxes	—			—			—			—			—
NET LOSS	$	(3,201	)	$	(2,890	)	$	(6,046	)	$	(5,993	)	$	(88,514	)
Less: Net loss attributable to contingently redeemable noncontrolling interest	—			136			—			239			239
NET LOSS ATTRIBUTABLE TO GENERAL MOLY, INC.	$	(3,201	)	$	(2,754	)	$	(6,046	)	$	(5,754	)	$	(88,275	)
Basic and diluted net loss attributable to General Moly per share of common stock	$	(0.04	)	$	(0.04	)	$	(0.08	)	$	(0.08	)
Weighted average number of shares outstanding — basic and diluted	72,568			72,104			72,557			72,034

The accompanying notes are an integral part of these consolidated financial statements.

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GENERAL MOLY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited — In thousands)

							January 1, 2002
							(Inception of
							Exploration
	Six Months Ended						Stage) to
	June 30,			June 30,			June 30,
	2010			2009			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(6,046	)	$	(5,993	)	$	(88,514	)
Adjustments to reconcile net loss to net cash used by operating activities:
Services and expenses paid with common stock	—			—			1,990
Repricing of warrants	585			—			585
Forfeitures of deposits on property and equipment	—			378			378
Depreciation and amortization	184			173			1,081
Interest expense	41			—			41
Equity compensation for employees and directors	604			257			14,062
(Increase) decrease in deposits, prepaid expenses and other	(4		)	5			(91		)
Decrease (increase) in restricted cash held for electricity transmission	—			259			(12,286		)
(Decrease) increase in accounts payable and accrued liabilities	(975		)	346			2,390
(Decrease) increase in post closure reclamation and remediation costs	(25		)	(145		)	352
Net cash used by operating activities	(5,636		)	(4,720		)	(80,012		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for the purchase of equipment	—			—			(1,424		)
Purchase of securities	—			—			(137		)
Purchase and development of mining properties, land and water rights	(5,819		)	(16,312		)	(100,452		)
Deposits on property, plant and equipment	(24,331		)	(1,346		)	(67,357		)
Proceeds from option to purchase agreement	100			100			200
Increase in restricted cash held for reclamation bonds	—			—			(642		)
Cash provided by sale of marketable securities	—			—			246
Net cash used by investing activities	(30,050		)	(17,558		)	(169,566		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock, net of issuance costs	56			63			165,260
Proceeds from debt	10,000			—			10,000
Cash proceeds from POS-Minerals Corporation	—			—			100,000
Cash paid to POS-Minerals Corporation for purchase price adjustment	—			—			(2,994		)
Decrease in restricted cash — Eureka Moly, LLC	—			13,784			—
Net increase (decrease) in leased assets	(89		)	(63		)	161
Net cash provided by financing activities	9,967			13,784			272,427
Net (decrease) increase in cash and cash equivalents	(25,719		)	(8,494		)	22,849
Cash and cash equivalents, beginning of period	48,614			78,462			46
Cash and cash equivalents, end of period	$	22,895		$	69,968		$	22,895
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Equity compensation capitalized as development	$	472		$	358		$	5,551
Restricted cash held for reclamation bond acquired in an acquisition	—			—			491
Post closure reclamation and remediation costs and accounts payable assumed in an acquisition	—			—			263
Common stock and warrants issued for property and equipment	—			—			1,586

The accompanying notes are an integral part of these consolidated financial statements.

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GENERAL MOLY, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF BUSINESS

General Moly, Inc. (“we”, “us”, “our”, “the Company”, or “General Moly”) is a Delaware corporation originally incorporated as General Mines Corporation on November 23, 1925. In 1966, the Company amended its articles of incorporation to change its name to Idaho General Petroleum and Mines Corporation, and amended its articles again in 1967 changing its name to Idaho General Mines, Inc. On October 5, 2007, we reincorporated in the State of Delaware (“Reincorporation”) through a merger involving Idaho General Mines, Inc. and General Moly, Inc., a Delaware corporation that was a wholly owned subsidiary of Idaho General Mines, Inc. The Reincorporation was effected by merging Idaho General Mines, Inc. with and into General Moly, with General Moly being the surviving entity. For purposes of the Company’s reporting status with the Securities and Exchange Commission (“SEC”), General Moly is deemed a successor to Idaho General Mines, Inc.

We were in the exploration stage until October 4, 2007, when our Board of Directors (“Board”) approved the development of the Mt. Hope molybdenum property (“Mt. Hope Project”) in Eureka County, Nevada. The Company is now in the development stage and is currently proceeding with the development of the Mt. Hope Project. We are also conducting evaluation activities on our Liberty molybdenum property (“Liberty Property” formerly referred to as the Hall-Tonopah Property) in Nye County, Nevada. In addition, we have certain other, non-core, mineral interests in the Western United States that we are currently evaluating for potential development or sale.

The Mt. Hope Project. From October 2005 to January 2008, we owned the rights to 100% of the Mt. Hope Project. Effective as of January 1, 2008, we contributed all of our interest in the assets related to the Mt. Hope Project, including our lease of the Mt. Hope Project into a newly formed entity, Eureka Moly, LLC, a Delaware limited liability company (“LLC”), and in February 2008 (“Closing Date”) entered into an agreement (“LLC Agreement”) for the development and operation of the Mt. Hope Project (“Project”) with POS-Minerals Corporation (“POS-Minerals”) an affiliate of POSCO, a large Korean steel company. Under the LLC Agreement, POS-Minerals owns a 20% interest in the LLC and General Moly, through a wholly-owned subsidiary, owns an 80% interest. These ownership interests and/or required contributions under the LLC Agreement are discussed below.

Pursuant to the terms of the LLC Agreement, POS-Minerals made its first and second cash contributions to the LLC totaling $100.0 million during the year ended December 31, 2008 (“Initial Contributions”). Additional amounts will be due from POS-Minerals within 15 days after the date (“ROD Contribution Date”) that specified conditions (“ROD Contribution Conditions”) have been satisfied. The ROD Contribution Conditions are the receipt of major operating permits for the project, that the Record of Decision (“ROD”) from the United States Bureau of Land Management (“BLM”) for the project has become effective, and any administrative or judicial appeals with respect thereto are final. We are currently targeting the effectiveness of the ROD and the satisfaction of the ROD Contribution Conditions to occur by mid-2011, but circumstances beyond our control, including reviewing agency delays or requests for additional information or studies, and requests for review or appeals of the BLM decision, could cause the effectiveness of the ROD and/or the satisfaction of the ROD Contribution Conditions to be delayed.

To maintain its 20% interest in the LLC, POS-Minerals will be required to make an additional $56.0 million contribution plus its 20% share of all Project costs incurred from the Closing Date to the ROD Contribution Date within 15 days after the ROD Contribution Date. If POS-Minerals does not make its additional $56.0 million contribution when due after the ROD Contribution Date, its interest will be reduced to 10% and the return of contributions will be zero.

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owner of the LLC, Nevada Moly (“Nevada Moly”), is obligated under the terms of the LLC Agreement to make capital contributions to fund the return of contributions to POS-Minerals, if required. If Nevada Moly does not make these capital contributions, POS-Minerals has an election to either make a secured loan to the LLC to fund the return of contributions, or receive an additional interest in the LLC of approximately 5%. In the latter case, our interest in the LLC is subject to dilution by a percentage equal to the ratio of 1.5 times the amount of the unpaid contributions over the aggregate amount of deemed capital contributions (as determined under the LLC Agreement) of both parties to the LLC (“Dilution Formula”). At December 31, 2009, the aggregate amount of deemed capital contributions of both parties was $880.0 million.

Furthermore, a provision in the LLC Agreement permits POS-Minerals the option to put its interest in the LLC to Nevada Moly after a change of control of the Company, as defined in the LLC agreement, followed by (i) failure to begin full construction at the LLC by the Company or the surviving entity before December 31, 2010, or (ii) failure to use standard mining industry practice in connection with development and operation of the project as contemplated by the parties for a period of twelve months after December 31, 2010. If POS-Minerals puts its interest, Nevada Moly would be required to purchase the interest for 120% of POS-Minerals contributions to the LLC plus 10% interest per annum.

The Initial Contributions of $100.0 million that were made by POS-Minerals during 2008 were expended by the second quarter of 2009 in accordance with the program and budget requirements of the Mt. Hope Project. Nevada Moly is required, pursuant to the terms of the LLC Agreement, to advance funds required to pay costs for the development of the Mt. Hope Project that exceed the Initial Contributions until the ROD Contribution Date, at which point the contributions described above to be made by POS-Minerals will be applied to reimburse us for POS-Minerals’ share of such development costs. All costs incurred after the ROD Contribution Date will be allocated and funded pro rata based on each party’s ownership interest. The interest of a party in the LLC that does not make its pro rata capital contributions to fund costs incurred after the ROD Contribution Date is subject to dilution based on the Dilution Formula.

NOTE 2 — LIQUIDITY, CAPITAL REQUIREMENTS AND RESTRUCTURING

Our consolidated cash balance at June 30, 2010, was $22.9 million compared to $48.6 million at December 31, 2009. The cash needs for the development of the Mt. Hope Project require that we or the LLC finalize significant financing in addition to the capital contributions to be received from POS-Minerals.

The anticipated sources of financing described below, combined with funds anticipated to be received from POS-Minerals in order to retain its 20% share, provide substantially all of our currently planned funding required to construct and place the Mt. Hope Project into commercial operation.

Securities Purchase Agreement with Hanlong (USA) Mining Investment Inc. and Chinese Bank Loan

On March 4, 2010, we signed a Securities Purchase Agreement (“Purchase Agreement”) with Hanlong (USA) Mining Investment, Inc. (“Hanlong”), an affiliate of Sichuan Hanlong Group, a large privately held Chinese company. The Purchase Agreement and the related agreements described below form the basis of a significant investment by Hanlong in the Company that is intended to provide the Company with adequate capital to develop the Mt. Hope Project. The Purchase Agreement provides for the sale to Hanlong of shares of our common stock in two tranches that will aggregate 25% of our outstanding stock on a fully diluted basis. The average price per share, based on the anticipated number of shares to be issued, is $2.88 for an aggregate price of $80 million, and constitutes a small premium as compared to the $2.60 closing share price of the Company on March 4, 2010. The share issuance is part of a larger transaction that includes the commitment by Hanlong to use its commercially reasonable efforts to procure a $665 million bank loan for the Company (“Term Loan”) from a prime Chinese bank that will be guaranteed by an affiliate of Hanlong, a $20 million bridge loan from Hanlong to the Company, and a long-term molybdenum supply off-take agreement pursuant to which a Hanlong affiliate will agree to purchase a substantial part of the molybdenum production from the Mt. Hope Project at specified prices.

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Securities Purchase Agreement

Stock Purchase . The Purchase Agreement provides, subject to terms and conditions of the Purchase Agreement, for the purchase by Hanlong for an aggregate price of $80 million, of approximately 27.8 million shares of our common stock which will equal 25% of our outstanding common stock on a fully-diluted basis following the purchase, or approximately 38.3% of our currently outstanding common stock. Fully diluted is defined as all of our outstanding common stock plus all outstanding options and warrants, whether or not currently exercisable. Hanlong is obligated to purchase the first 12.5% of our fully-diluted shares, or approximately 11.9 million (“Tranche 1”) for $40 million, or approximately $3.36 per share, following satisfaction of certain conditions, including receipt of stockholder approval of the equity issuances in connection with the transaction (received at the Annual Meeting of Stockholders held on May 13, 2010), publication of the notice of availability of the Draft Environmental Impact Statement (“DEIS”) concerning the Mt. Hope Project by the BLM, receipt of necessary Chinese government approvals for certain portions of the transaction, assurances from Hanlong as to the availability of the Term Loan, approval of the shares for listing on the New York Stock Exchange Amex (“NYSE Amex”) and absence of certain defaults. The actual number of shares and price per share will be adjusted for any change in the number of fully diluted shares before the closing of Tranche 1. The parties may waive the conditions to their respective obligations. The Company anticipates that Tranche 1 will close later this year.

Hanlong and the Company continue to work toward achievement of Tranche 1 Conditions. The Company received overwhelming support from stockholders at the Company’s Annual General Meeting and is continuing to progress toward publication of the Draft EIS. Hanlong, along with support from General Moly, is continuing work toward receiving the Chinese Government approvals for the investment. On July 29, Hanlong received the third and final signature required for Sichuan Provincial National Development and Reform Commission (NDRC) approval and Hanlong has advanced the approval to NDRC’s Beijing headquarters. Once the national NDRC approves the transaction, Hanlong will pursue approvals from the Ministry of Commerce and the State Administration for Foreign Exchange (SAFE).

Under the terms of the agreement, Hanlong is required to obtain government approvals for the investment within three months of stockholder approval, or August 13, 2010. Based on discussions with Hanlong, it was determined that it is highly unlikely that all of the Chinese Government approvals will be fully obtained by this deadline. Therefore, on July 30, the Company executed an amendment to the Hanlong agreement extending the deadline for obtaining government approvals by two months to October 13, 2010. In consideration for the extension, the amendment also extends the Company’s deadlines for publishing its Draft Environmental Impact Statement (DEIS) and receiving its Record of Decision (ROD) by two months, to February 28, 2011 and November 30, 2011, respectively, although the Company currently does not anticipate utilizing the additional time permitted for the publication of the DEIS or receipt of the ROD.

The second tranche (“Tranche 2”), which will involve the purchase of approximately 15.9 million additional shares, will be for a purchase price of an additional $40 million, or approximately $2.52 per share. The actual number of shares and price per share will be adjusted for any change in the number of fully diluted shares before the closing of Tranche 2. Significant conditions to the closing of Tranche 2 include issuance of the ROD for the Mt. Hope Project by the BLM, approval of the plan of operation for the Mt. Hope Project by the BLM, and the completion of documentation for and satisfaction of conditions precedent to lending under the Term Loan. The Purchase Agreement may be terminated by either party (provided the terminating party is not in default) if the closings of Tranche 1 and Tranche 2 have not occurred by January 31, 2011, and September 30, 2011, respectively, subject to extension under some circumstances to January 31, 2012.

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Waiver Agreement, ArcelorMittal and the Company also entered into an Extension Molybdenum Supply Agreement on April 16, 2010 (“Extension Agreement”), providing ArcelorMittal with a five-year option to make effective an agreement to purchase from the Company three million pounds of molybdenum per year for ten years following the expiration of the current five year, 6.5 million annual pound molybdenum supply agreement. The additional optional off-take will be priced in alignment with the Company’s existing supply agreements. In order for ArcelorMittal to exercise this option and make the Extension Agreement effective, ArcelorMittal must have beneficial ownership of more than 11.1 million shares of Company common stock on or prior to April 15, 2015. ArcelorMittal currently owns approximately 8.3 million shares of common stock.

Hanlong will have the right to purchase a portion of any additional shares of common stock that we issue so that it can maintain its percentage ownership unless its ownership at the time is below 5%. It may also acquire additional shares so that it maintains a 20% indirect interest in the Mt. Hope Project if our interest in the LLC is reduced below 80%. If we issue shares to fund our obligation to fund the Mt. Hope Project under certain circumstances and Hanlong exercises its rights to maintain its percentage interest, we will be obligated to refund to Hanlong the cost of such shares over a three-year period up to an aggregate of $9 million.

Break Fees . A break fee is payable by both the Company and Hanlong if the Purchase Agreement terminates because of the failure of certain conditions to the closing of Tranche 1 or Tranche 2. A break fee of $10 million is payable to the Company if the Purchase Agreement is terminated because Hanlong fails to obtain necessary Chinese government approvals or to give its assurances about the availability of the Term Loan. The Company has agreed to pay $5 million to Hanlong if the conditions concerning our stockholder approval, the publication of the DEIS or the ROD are not timely satisfied or waived and the Purchase Agreement is terminated. The Company break fees may be increased by $5 million if the Purchase Agreement is terminated and the Company has violated the “no-shop” provisions of the Purchase Agreement and may be increased in other circumstances not to exceed an additional $3 million if the Company requests and Hanlong grants certain extensions of deadlines concerning the DEIS and up to an additional $2 million if the Company requests and Hanlong grants certain extensions concerning the ROD. In addition, the Company must pay a $2 million fee to Hanlong if it grants the extension concerning the ROD, which fee can be credited against the arrangement fee described below. The break fee payable by the Company to Hanlong may be paid in cash, or, in certain circumstances, in shares of our common stock at our option. If paid in shares, the price would be the volume weighted average of our common stock on the NYSE Amex for the five days ending six days after the announcement of the termination.

No Shop . The Company has agreed that it will not seek alternative proposals that would supplant the proposed transaction with Hanlong until the closing of the transactions contemplated by the Purchase Agreement or the earlier termination of the Purchase Agreement. The Board may, in the exercise of its fiduciary obligations, consider an unsolicited offer that it views as superior to the Hanlong transaction. The Company can terminate the Hanlong transaction for a superior offer by paying Hanlong a break fee in cash.

Registration Rights . We have agreed to register for sale the shares purchased by Hanlong at its request.

Chinese Bank Loan . Pursuant to the Purchase Agreement, Hanlong is obligated to use its commercially reasonable efforts to procure the Term Loan in an amount of at least $665 million with a term of at least 14 years after commercial production begins at the Mt. Hope Project. The Term Loan is expected to bear interest at a rate of LIBOR plus a spread of between 2% and 4% per annum. The Purchase Agreement provides that the Term Loan will have customary covenants and conditions; however, the terms of the Term Loan have not been negotiated with the lender and we have no assurance as to the final terms of the Term Loan. Hanlong or an affiliate is obligated to guarantee the Bank Loan. When funds can be drawn by the Company under the Term Loan, the Company will pay a $15 million arrangement fee to Hanlong who will pay all fees and expenses associated with the Term Loan before the Term Loan Closing, including those charged by the Chinese bank.

Bridge Loan

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second tranche of the Bridge Loan will bear interest at 10% per annum. The Bridge Loan will be repaid from the proceeds of the Term Loan. If Hanlong agrees, the second tranche may also be repaid, at the Company’s election, in shares of the Company’s common stock. If paid in shares, the price would be the volume weighted average of the Company’s shares on the NYSE Amex for a five-day period after public announcement of the event that required repayment. The Company may offset its right to receive the break fee against its obligations to repay borrowings under the Bridge Loan. If not sooner repaid, the Bridge Loan will mature on the earliest of 120 days after the issuance of the ROD, the date on which the Purchase Agreement terminates, and January 31, 2012. The Bridge Loan and our obligation to pay a break fee to Hanlong under the Purchase Agreement are secured by a pledge by us of a 10% interest in the LLC.

Molybdenum Supply Agreement

The Company signed a molybdenum supply agreement (“Supply Agreement”) with a Hanlong affiliate (referred to in this subsequent discussion as “Hanlong”), which will be effective upon the later of the Tranche 2 closing, the Term Loan closing, or the Company’s election not to enter into the Term Loan. Until the expiration of certain existing molybdenum supply agreements by which the Company is currently bound (“Existing Supply Agreements”), Hanlong will be required to purchase all the Company’s share of the Mt. Hope molybdenum production above that necessary for the Company to meet its existing supply commitments. After the expiration of the Existing Supply Agreements, until the original scheduled maturity date of the Term Loan, or if the Company elects not to enter into the Term Loan, 14 years after commencement of commercial production from the Mt. Hope Mine, Hanlong must annually purchase the greater of 16 million pounds and 70% of the Company’s share of Mt. Hope production. Following the original scheduled maturity date of the Term Loan, or if the Company elects not to enter into the Term Loan, 14 years after commencement of commercial production from the Mt. Hope Mine, Hanlong must purchase a percentage of the Company’s share of Mt. Hope production equal to 2.5 times Hanlong’s fully-diluted percentage ownership of our common stock. Subject to certain exceptions, the Supply Agreement will terminate once Hanlong’s fully-diluted percentage ownership of the Company falls below 5%. As long as Hanlong continues to guarantee the Term Loan, the Supply Agreement will not terminate even if Hanlong’s ownership falls below 5%. If the cause of Hanlong’s ownership falling below 5% is a change of control of the Company or a dilutive transaction in which Hanlong does not have the right to participate, the Supply Agreement will not terminate and Hanlong will be obligated to continue to purchase a percentage of the Company’s share of Mt. Hope production equal to 2.5 times Hanlong’s fully-diluted percentage ownership of the Company as it existed immediately prior to such change of control or dilutive transaction. If the Company elects not to enter into the Term Loan, and the second loan tranche does not close, Hanlong’s obligation to purchase the Company’s share of Mt. Hope production in each of the periods described above will be half of the obligations described above.

Prices under the Supply Agreement are at two levels. Twenty-five percent of the production Hanlong receives will be sold at a fixed-floor price per pound subject to adjustment, which pricing is similar to floor-price protected contracts that the Company has in place with other large steel producers and metal traders. Those contracts have fixed-floor prices ranging from $12.50 to $13.50 per pound and incremental discounts above the floor price. For the remaining 75% of the production Hanlong receives, it will pay spot prices for molybdenum, less a small discount.

The result of the transaction will be that if the Company elects to enter into the Term Loan, or if the Tranche 2 closing occurs, all of Mt. Hope’s production will be committed for the first five years of operation, approximately half of which will contain floor price protection to help support the Company’s ability to service its debt in periods of low metal prices.

Existing supply agreements cover the sales of 100% of the production of Mt. Hope for the first 5 years of operation with 50% of those sales being covered by floor price protection. Over the following 9 years of operation Hanlong is committed to purchase a minimum of 70% of production with 25% of that covered under floor price protection. ArcelorMittal has an option to commit up to 3 million pounds of production from year 6 through year 15 of operation. Hanlong has committed to take a percentage of production which is 2.5 times their percentage ownership share of the Company for the life of the mine

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Cash Conservation Plan

The Company continues to operate under a cash conservation plan implemented in March 2009 designed to reduce expenditures and conserve cash in order to maximize financial flexibility. With our June 30, 2010, consolidated cash balance of $22.9 million, we have the capacity to continue our current level of permitting efforts, maintain efforts to finalize project financing, and secure and hold critical long lead equipment for the ultimate construction of the Mt. Hope project through the end of 2010.

Based on our current plan, we expect to make additional payments of approximately $1.2 million under milling process equipment orders throughout the remaining two quarters of 2010, and $12.8 million in 2011. As additional financing becomes available and equipment procurement is restarted, agreements that were suspended or terminated will be renegotiated under new market terms and conditions, as necessary. For the gyratory crusher, SAG and ball mills and related electric mill drives, and some other long-lead equipment, we will own the equipment upon final payments that have occurred throughout 2009, during 2010, and into early 2011. This strategy will allow for a rapid restart of the Mt. Hope Project development upon BLM approval for publication of the DEIS, which will initiate the restart of engineering.

Some orders for mining equipment have been cancelled, and discussions with the remaining suppliers to either cancel or suspend existing agreements are complete. The lead times and costs associated with many of these items have shortened. Once financing becomes available, the Company anticipates placing orders for this mining equipment. The Company will continue to evaluate all options to facilitate a rapid re-start of the project development.

The cash conservation plan has reduced our total cash utilization for general administration and overhead to approximately $1 million per month, inclusive of maintenance costs at the Liberty Property. Engineering efforts, approximately 60% complete, were largely suspended in the second quarter of 2009, and will resume pending the BLM approval of the DEIS. Some engineering that is critical for permitting or project restart readiness has continued at a slower pace.

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The interim consolidated financial statements of the Company are unaudited. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. All such adjustments are, in the opinion of management, of a normal recurring nature except for the adoption of the new accounting standards discussed below. The results reported in these interim consolidated financial statements are not necessarily indicative of the results that may be reported for the entire year. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on March 5, 2010.

This summary of significant accounting policies is presented to assist in understanding the consolidated financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the consolidated financial statements.

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Accounting Method

Our interim consolidated financial statements are prepared using the accrual basis of accounting in accordance with GAAP. With the exception of the LLC, all of our subsidiaries are wholly owned. In February 2008, we entered into the agreement which established our ownership interest in the LLC at 80%. At June 30, 2010, the interim consolidated financial statements include the results of our wholly owned subsidiaries and the LLC. The POS-Minerals contributions attributable to their 20% interest are shown as Contingently Redeemable Noncontrolling Interest on the Consolidated Balance Sheet. For the quarter ended June 30, 2010, the LLC had no net operating expenses and therefore the Consolidated Statements of Operations reflects no net loss attributable to contingently redeemable noncontrolling interest for that period.

Reclassification of Prior Period Amounts

Certain prior period amounts have been reclassified to conform to the current period presentation.

Contingently Redeemable Noncontrolling Interest

On January 1, 2009, we adopted Financial Accounting Standards Board (“FASB”) issued authoritative guidance related to Noncontrolling Interests in Consolidated Financial Statements, the provisions of which, among others, require the recognition of a noncontrolling interest (previously referred to as minority interest), as a component of equity in the consolidated financial statements and separate from the parent’s equity for all periods presented. In addition, the amount of consolidated net income or loss attributable to the noncontrolling interest is included in net income or loss on the face of the consolidated statement of operations. Under GAAP, certain noncontrolling interests in consolidated entities meet the definition of mandatorily redeemable financial instruments if the ability to redeem the interest is outside of the control of the consolidating entity. As described in the ‘Description of Business’ and in Note 1, the LLC Agreement permits POS-Minerals the option to put its interest in the LLC to Nevada Moly upon a change of control, as defined in the LLC Agreement, followed by (i) failure to begin full construction at the LLC by the Company or the surviving entity before December 31, 2010, or (ii) failure to use standard mining industry practice in connection with development and operation of the project as contemplated by the parties for a period of twelve months after December 31, 2010. As such, the contingently redeemable noncontrolling interest has continued to be shown as a separate caption between liabilities and equity (mezzanine section). The carrying value of the contingently redeemable noncontrolling interest reflects the investment of the noncontrolling interest, less losses attributable to the interest.

Estimates

The process of preparing consolidated financial statements requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the consolidated financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

Cash and Cash Equivalents

We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company’s cash equivalent instruments are classified within Level 1 of the fair value hierarchy established by FASB guidance for Fair Value Measurements because they are valued based on quoted market prices in active markets. These cash instruments included $18.0 million in U.S. Government securities at June 30, 2010.

Exploration and Development Stage Activities

We were in the exploration stage from January 2002 until October 4, 2007. On October 4, 2007, our Board approved the development of the Mt. Hope Project as contemplated in the Bankable Feasibility Study and we then entered into the Development Stage. We have not realized any revenue from operations. We will be primarily engaged in development of the Mt. Hope Project and exploration and evaluation of the Liberty Property until we enter the production stage of the Mt. Hope Project.

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Basic and Diluted Consolidated Net Loss Per Share

Net loss per share was computed by dividing the net loss attributable to General Moly, Inc. by the weighted average number of shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Outstanding warrants to purchase 7,455,434 and 7,455,434 shares of common stock, options to purchase 2,743,323 and 3,377,156 shares of common stock, and unvested stock awards totaling 222,074 and 175,000 at June 30, 2010 and 2009, respectively, and 614,719 and 533,620 shares under Stock Appreciation Rights (“SARs”) at June 30, 2010 and 2009, were not included in the computation of diluted loss per share for the three and six months ended June 30, 2010 and 2009, respectively, because to do so would have been antidilutive. Therefore, basic loss per share is the same as diluted loss per share.

Mineral Exploration and Development Costs

All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no economic ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on a units-of-production basis over proven and probable reserves.

Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to the consolidated statement of operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.

Mining Properties, Land and Water Rights

Costs of acquiring and developing mining properties, land and water rights are capitalized as appropriate by project area. Exploration and related costs and costs to maintain mining properties, land and water rights are expensed as incurred while the property is in the exploration and evaluation stage. Development and related costs and costs to maintain mining properties, land and water rights are capitalized as incurred while the property is in the development stage. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production basis over proven and probable reserves. Mining properties, land and water rights are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, a gain or loss is recognized and included in the consolidated statement of operations.

Depreciation and Amortization

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Property and equipment are depreciated using the following estimated useful lives: field equipment — five to seven years; office furniture, fixtures, and equipment — five to seven years; vehicles — three to five years; leasehold improvements — three years; residential trailers — ten to twenty years; and buildings and improvements — ten years. At June 30, 2010, and 2009, accumulated depreciation and amortization was $0.8 million and $0.5 million, respectively, of which $0.6 million and $0.3 million, respectively, was capitalized.

Provision for Taxes

Income taxes are provided based upon the liability method of accounting. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. In accordance with authoritative guidance for Income Taxes , a valuation allowance is recorded against the deferred tax asset if management does not believe the Company has met the “more likely than not” standard to allow recognition of such an asset.

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Reclamation and Remediation

Expenditures for ongoing compliance with environmental regulations that relate to current operations are expensed or capitalized as appropriate. Expenditures resulting from the remediation of existing conditions caused by past operations that do not contribute to future revenue generations are expensed. Liabilities are recognized when environmental assessments indicate that remediation efforts are probable and the costs can be reasonably estimated.

Estimates of such liabilities are based upon currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely effects of inflation and other societal and economic factors, and include estimates of associated legal costs. These amounts also reflect prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by The Environmental Protection Agency or other organizations. Such estimates are by their nature imprecise and can be expected to be revised over time because of changes in government regulations, operations, technology and inflation. Recoveries are evaluated separately from the liability. When recovery is assured, the Company records and reports an asset separately from the associated liability.

Stock-based Compensation

Stock-based compensation represents the fair value related to stock-based awards granted to members of the Board, consultants, officers and employees. The Company uses the Black-Scholes model to determine the fair value of stock-based awards under authoritative guidance for Stock-Based Compensation . For stock-based compensation that is earned upon the satisfaction of a service condition, the cost is recognized on a straight-line basis (net of estimated forfeitures) over the requisite vesting period (up to three years). Awards expire five years from the date of vesting. Further information regarding stock-based compensation can be found in Note 7 — “Equity Incentives.”

Comprehensive Loss

For the three and six months ended June 30, 2010, and 2009, the Company’s comprehensive loss was equal to the respective consolidated net losses for the periods presented.

Recently Issued Accounting Pronouncements

Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary — a Scope Clarification

In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-02, Consolidation (ASC 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to ASC 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of ASC 810-10 and removes the potential conflict between guidance in that ASC and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in ASC 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopts FAS 160. The adoption of ASU 2010-02 has had no material effect on the Company’s financial condition, results of operation, or cash flows.

Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements

In January 2010, the FASB issued Update No. 2010-06 . Reporting entities will have to provide information about movements of assets among Levels 1 and 2 of the three-tier fair value hierarchy established by SFAS No. 157, Fair Value Measurements (FASB ASC 820). Also, a reconciliation of purchases, sales, issuance, and settlements of anything valued with a Level 3 method is required. Disclosure regarding fair value measurements for each class of assets and liabilities will be required. The guidance is effective for our first annual reporting period beginning after

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December 15, 2009, and for interim periods within that annual period. We do not expect this adoption to have a material impact on our consolidated financial statements.

Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements

In February 2010, the FASB issued Update No. 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements . These amendments eliminate contradictions between the requirements of U.S. GAAP and the SEC’s filing rules. The amendments also discharge the requirement that public companies disclose the date of their financial statements in both issued and revised financial statements. We do not expect this adoption to have a material impact on our consolidated financial statements.

NOTE 4 — MINING PROPERTIES, LAND AND WATER RIGHTS

We currently have interests in two mining properties that are the primary focus of our operations. The Mt. Hope Project is currently in the development stage and the Liberty Property is in the exploration and evaluation stage. The following is a summary of mining properties, land and water rights at June 30, 2010, and December 31, 2009 (dollars in thousands):

(Dollars in thousands)	At June 30, 2010		At December 31, 2009
Mt. Hope Project:
Development costs	$	82,779	$	76,985
Mineral, land and water rights	10,253		10,253
Advance Royalties	3,300		3,300
Total Mt. Hope Project	96,332		90,538
Total Liberty Property	9,756		9,763
Other Properties	889		889
Total	$	106,977	$	101,190

On June 26, 2009, the Company and Josephine Mining Corp. (“JMC”), a privately-owned Canadian company whose president is a related party to one of the Company’s Board members, entered into an Option to Purchase Agreement for the Company’s Turner Gold property, a multi-metallic property located in Josephine County, Oregon. The Company acquired the property in 2004. JMC paid $0.1 million upon entering into the agreement, which allows JMC certain exploratory rights through the option period. Each option is non-refundable. The $0.1 million has been recorded as a deferred gain pending completion of the purchase. An additional $0.3 million installment payment is due December 26, 2010, and the final installment payment of $1.6 million is due on or before December 26, 2011. Each installment payment under the Option to Purchase Agreement is optional, but is non-refundable once made. If JMC makes all three of the installment payments, ownership of the Turner Gold property will transfer to JMC upon the final payment. The Company has also retained a Production Royalty of 1.5% of all net smelter returns on future production from the property.

On March 8, 2010, the Company and Ascot USA, Inc. (“Ascot”), a Washington corporation, entered into an Option to Purchase Agreement for the Company’s Margaret property, an undivided 50% interest in the reserved mineral rights and all of the Company’s interest in the 105 unpatented mining claims comprising the Red Bonanza Property, situated in the St. Helens Mining District, Skamania County, Washington. The Company acquired the property in September of 2004. Ascot paid $0.1 million upon entering into the agreement, which allows Ascot certain exploratory rights through the option period. Each option is non-refundable. The $0.1 million has been recorded as a deferred gain pending completion of the purchase. An additional $0.3 million installment payment is due June 8, 2011, and the final installment payment of $1.6 million is due on or before June 8, 2012. Each installment payment under the Option to Purchase Agreement is optional, but is non-refundable once made. If Ascot makes all three of the installment payments, ownership of the Margaret property will transfer to Ascot upon the final payment. The Company has also retained a Production Royalty of 1.5% of all net smelter returns on future production from the property.

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NOTE 5 — COMMON STOCK UNITS, COMMON STOCK AND COMMON STOCK WARRANTS

During the three and six months ended June 30, 2010, we issued zero and 163,648 shares of common stock, respectively, pursuant to stock awards under the 2006 Equity Incentive Plan.

At June 30, 2010, we had warrants outstanding totaling 7,455,434, of which 6,455,434 are exercisable at $3.75 per warrant and expire in February 2011 and 1,000,000 are exercisable at $5.00 per share once General Moly has received financing necessary for the commencement of commercial production at the Mt. Hope Project and will expire one year afterwards.

Coghill Capital Management and its affiliates (“Coghill”), a significant stockholder in the Company, provided substantial assistance to the Company with the signing of the Consent and Waiver Agreement and the Extension Agreement with ArcelorMittal. In recognition of that support, on April 16, 2010, the Company amended and restated warrants issued to Coghill to purchase one million shares of the Company’s common stock issued in connection with the November 2007 private placement and original molybdenum supply agreement with ArcelorMittal to reduce the price of the warrants from $10.00 per share to $5.00 per share. The incremental cost of the reissued warrants is $0.6 million, which is recorded as expense in the second quarter of 2010. The warrants remain exercisable once the Company has received financing necessary for the commencement of commercial production at the Mt. Hope project and will expire one year thereafter. It will also become exercisable in the event of certain corporate reorganizations.

Pursuant to our Certificate of Incorporation, we are authorized to issue 200,000,000 shares of $0.001 par value common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and therefore, the holders of more than 50% of the common stock represented at the meeting of the stockholders could, if they choose to do so, elect all of the directors of the Company.

NOTE 6 — PREFERRED STOCK

Pursuant to our Certificate of Incorporation we are authorized to issue 10,000,000 shares of $0.001 per share par value preferred stock. The authorized but unissued shares of preferred stock may be issued in designated series from time to time by one or more resolutions adopted by the Board. The directors have the power to determine the preferences, limitations and relative rights of each series of preferred stock. At June 30, 2010, and 2009, no shares of preferred stock were issued or outstanding. On March 5, 2010, the Board adopted a stockholder rights plan. Under the plan, each common stockholder of the Company at the close of business on March 5, 2010 received a dividend of one right for each share of the Company’s common stock held of record on that date. Each right entitles the holder to purchase from the Company, in certain circumstances, one one-thousandth of a share of newly-created Series A junior participating preferred stock of the Company for an initial purchase price of $15.00 per share.

Subject to certain exceptions, if any person becomes the beneficial owner of 20% or more of the Company’s common stock, each right will entitle the holder, other than the acquiring person, to purchase Company common stock or common stock of the acquiring person having a value of twice the exercise price. In addition, if there is a business combination between the Company and the acquiring person, or in certain other circumstances, each right that is not previously exercised will entitle the holder (other than the acquiring person) to purchase shares of common stock (or an equivalent equity interest) of the acquiring person at one-half the market price of those shares.

NOTE 7 — EQUITY INCENTIVES

In 2006, the Board and shareholders of the Company approved the 2006 Equity Incentive Plan (“2006 Plan”) that replaced the 2003 Equity Incentive Plan (“2003 Plan”). In May 2010, our shareholders approved an amendment to the 2006 Plan increasing the amount of shares that may be issued under the plan by 4,500,000 shares to 9,600,000 shares. These additional shares are not considered available for issuance as of June 30, 2010 as they have not yet been listed with the NYSE Amex. The 2006 Plan, as amended and restated, authorizes the Board, or a committee of the Board, to issue or transfer up to an aggregate of 10,030,000 shares of common stock (9,600,000 shares plus 430,000 shares carried over from the 2003 Plan, of which 637,442 remain available for issuance). Awards under the 2006 Plan, as amended and restated, may include incentive stock options, non-statutory stock options, restricted

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stock units, restricted stock awards, and SARs. At the option of the Board, SARs may be settled with cash, shares, or a combination of cash and shares. The Company settles the exercise of other stock-based compensation with common shares.

Stock-based compensation cost is estimated at the grant date based on the award’s fair value as calculated by the Black-Scholes option pricing model and is recognized as compensation ratably on a straight-line basis over the requisite vesting/service period. As of June 30, 2010, there was $1.2 million of total unrecognized compensation cost related to share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 1.6 years.

Stock Options and SARs

All stock options and SARs are approved prior to or on the date of grant. Stock options and SARs are granted at an exercise price equal to or greater than the Company’s stock price on the date of grant. Both award types vest over a period of zero to three years with a contractual term of five years after vesting. The Company estimates the fair value of stock options and SARs using the Black-Scholes valuation model. Key inputs and assumptions used to estimate the fair value of stock options and SARs include the grant price of the award, expected option term, volatility of the Company’s stock, the risk-free interest rate and the Company’s dividend yield. The following table presents the weighted-average assumptions used in the valuation and the resulting weighted-average fair value per option or SAR granted:

Stock Option and SAR Valuation Assumptions

Expected Life *		3.5 to 5.5 years
Interest Rate		0. 6% to 5.1%
Volatility **		82.0% to 100.4%
Dividend Yields		—
Weighted Average Fair Value of Stock Options Granted During the Six Months Ending June 30, 2010		None
Weighted Average Fair Value of SARs Granted During the Six Months ended June 30, 2010		$2.94

* The expected life is the number of years that the Company estimates, based upon history, that options or SARs will be outstanding prior to exercise or forfeiture.

* * The Company’s estimates of expected volatility are principally based on the historic volatility of the Company’s common stock over the most recent period commensurate with the estimated expected life of the Company’s stock options or SARs and other relevant factors.

At June 30, 2010, the aggregate intrinsic value of outstanding and exercisable (fully vested) options and SARs was $0.7 million and had a weighted-average remaining contractual term of 2 years. The total intrinsic value of options exercised during the six months ended June 30, 2010 was nil.

Restricted Stock Units and Stock Awards

Grants of restricted stock units and stock awards (“Stock Awards”) have been made to Board members, officers, and employees. Stock Awards have been granted as performance based, earned over a required service period or to Board members and the Company Secretary without any service requirement. Incentive based grants for officers and employees generally vest and stock is received without restriction to the extent of one-third of the grant for each year following the date of grant. Also, incentive based grants were offered to certain employees in connection with the cash conservation plan and vest January 1, 2011. Performance based grants are recognized as compensation based on the probable outcome of achieving the performance condition. Past compensation for Stock Awards issued to members of the Board that vested over time were recognized over the vesting period of one to two years. Stock

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Awards issued to Board members and the Company Secretary that are fully vested at the time of issue are recognized as compensation upon grant of the award.

The compensation expense recognized by the Company for Stock Awards is based on the closing market price of the Company’s common stock on the date of grant. For the six months ended June 30, 2010, the weighted-average grant-date fair value for Stock Awards was $2.38.

Summary of Equity Incentive Awards

The following table summarizes activity under the Plans during the six months ended June 30, 2010:

	Stock Options				SARs				Stock Awards
	Weighted Average Exercise Price		Number of Shares Under Option		Weighted Average Strike Price		Number of Shares Under Option		Weighted Average Grant Price		Number of Shares
Balance at January 1, 2010	$	5.53	3,071,656		$	1.55	528,006		$	4.36	678,135
Awards Granted	—		—		4.22		93,830		2.38		122,290
Awards Exercised or Earned	2.78		(20,000	)	—		—		4.19		(150,315	)
Awards Forfeited	11.45		(26,667	)	4.35		(7,117	)	2.44		(2,910	)
Awards Expired	7.03		(281,666	)	—		—		2.31		(5,000	)
Balance at June 30, 2010	$	5.34	2,743,323		$	1.92	614,719		$	4.28	642,200

Exercisable at June 30, 2010	$	5.10	2,431,658		$	1.55	176,347				—

Summary of compensation cost recognized and capitalized related to equity incentives

Summary of Compensation Cost Recognized and Capitalized related to Equity Incentives for the Six Months Ended June 30 (Dollars in thousands):	2010		2009
Stock Options	$	17	$	928
SARs	375		223
Forfeitures related to the restructuring	—		(567		)
Stock Awards:
Vesting over time	393		123
Board of Directors	292		455
Total	$	1,077	$	1,162
Included in:
Capitalized as Development	471		358
Expensed	606		804
	$	1,077	$	1,162

Taxes

A portion of the Company’s granted options are intended to qualify as incentive stock options (“ISO”) for income tax purposes. As such, a tax benefit is not recorded at the time the compensation cost related to the options is recorded for book purposes due to the fact that an ISO does not ordinarily result in a tax benefit unless there is a disqualifying disposition. Stock option grants of non-qualified options result in the creation of a deferred tax asset, which is a temporary difference, until the time that the option is exercised.

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NOTE 8 — CHANGES IN EQUITY

	Activity for Six Months Ended
Changes in Equity (Dollars in thousands)	June 30, 2010			June 30, 2009
Total Equity December 31, 2009, & 2008, respectively	$	104,920		$	113,048
Common stock:
At beginning of period	72			72
Stock Awards	1			—
At end of period	73			72

Additional paid-in capital:
At beginning of period	187,290			185,179
Awards exercised	55			63
Warrant Repricing	585			—
Stock based compensation	948			616
At end of period	188,878			185,858
Accumulated deficit:
At beginning of period	(82,442		)	(72,203		)
Net loss	(6,046		)	(5,754		)
At end of period	(88,488		)	(77,957		)

Total Equity June 30, 2010, & 2009, respectively	$	100,463		$	107,973

NOTE 9 — INCOME TAXES

At June 30, 2010, and December 31, 2009, we had deferred tax assets principally arising from the net operating loss carry forwards for income tax purposes multiplied by an expected rate of 35%. As management of the Company cannot determine that it is more likely than not that we will realize the benefit of the deferred tax assets, a valuation allowance equal to the net deferred tax asset has been established at June 30, 2010, and December 31, 2009. The significant components of the deferred tax asset at June 30, 2010, and December 31, 2009, were as follows (in thousands):

Deferred Tax Asset Valuation

(Dollars in thousands)	June 30, 2010			December 31, 2009
Operating loss carry forward	$	101,408		$	92,086
Unamortized exploration expense	12,058			10,899
Fixed asset depreciation	85			(105		)
Deductible stock based compensation	1,587			902
Deductible temporary difference	$	115,138		$	103,782
Taxable temporary difference - development costs	(37,812		)	(32,502		)
Net deductible temporary difference	$	77,326		$	71,280
Deferred tax asset	$	27,064		$	24,948
Deferred tax asset valuation allowance	$	(27,064	)	$	(24,948	)
Net deferred tax asset	$	—		$	—

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At June 30, 2010, and December 31, 2009, we had net operating loss carry forwards of approximately $101.4 million and $92.1 million, respectively, which expire in the years 2023 through 2030. The change in the allowance account from December 31, 2009, to June 30, 2010, was $2.1 million.

NOTE 10—COMMITMENTS AND CONTINGENCIES

Mt. Hope Project

The Mt. Hope Lease may be terminated upon the expiration of its 30-year term, earlier at the election of the LLC, or upon a material breach of the agreement and failure to cure such breach. If the LLC terminates the lease, termination is effective 30 days after receipt by Mount Hope Mines, Inc. (“MHMI”) of written notice to terminate the Mt. Hope Lease and no further payments would be due to MHMI. In order to maintain the lease, the LLC must pay certain deferral fees and advance royalties as discussed below.

The Mt. Hope Lease Agreement requires a royalty advance (“Construction Royalty Advance”) of 3% of certain construction capital costs, as defined in the Mt. Hope Lease. The LLC is obligated to pay a portion of the Construction Royalty Advance each time capital is raised for the Mt. Hope Project based on 3% of the expected capital to be used for those certain construction capital costs defined in the lease. Through June 30, 2010, we have paid $3.3 million of the total Construction Royalty Advance. Based on our Project Capital Estimate we estimate that $22.2 million remains unpaid related to the Construction Royalty Advance. Based on the current estimate of raising capital and developing and operating the mine, we believe that $1.2 million of the LLC’s remaining Construction Royalty Advance will be paid in 2010, and the remaining $21 million will be paid in 2011, however, as discussed above, this would only be paid if Hanlong financing becomes available. In the event there are any remaining unpaid Construction Royalty Advance amounts on October 19, 2011, due to a delay in achieving expected project financing, the remainder must be paid 50% on October 19, 2011, and 50% on October 19, 2012.

Once the Construction Royalty Advance has been paid in full, the LLC is obligated to pay an advance royalty (“Annual Advance Royalty”) each October 19 thereafter in the amount of $0.5 million per year. The Construction Royalty Advance and the Annual Advance Royalty are collectively referred to as the “Advance Royalties.” All Advance Royalties are credited against the MHMI Production Royalties (as hereinafter defined) once the mine has achieved commercial production. After the mine begins production, the LLC estimates that the Production Royalties will be in excess of the Annual Advance Royalties for the life of the project and, further, the Construction Royalty Advance will be fully recovered (credited against MHMI Production Royalties) by the end of 2014.

Deposits on project property, plant and equipment

At June 30, 2010, we have contracts to purchase mining equipment comprised of two electric shovels and have cancelled orders for mine drills and loaders. We have a non-binding letter of agreement on 24 haul trucks that establishes our priority for delivery and provides for the then current pricing using market indices upon initiation of an order. We have active orders with varying stages of fabrication on milling process equipment comprised of two 230kV primary transformers and substation, a primary crusher, a semi-autogenous mill, two ball mills, and various motors for the mills. The Company has taken receipt of certain of these assets that are fully fabricated in storage facilities at its Liberty Property, including the mill motors. We have suspended fabrication on 16 flotation cells, lime slaking equipment, hydrocyclones, and other smaller milling process equipment with the ability to re-initiate fabrication at any time. We have completed negotiations with the manufacturer of two multi-hearth molybdenum roasters to terminate its fabrication of this equipment and receive fully-fabricated components of the order. We plan to re-establish a new purchase order with this manufacturer as additional financing is finalized and equipment procurement is restarted under the current market terms and conditions.

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The following table sets forth cash commitments under mining and milling equipment contracts (collectively, “Purchase Contracts”) for the LLC at June 30, 2010 (in millions):

Year (Dollars in millions)	As of June 30, 2010
2010 – Remainder	$	1.2
2011	21.1
2012	21.1
2013	2.4
2014	—
Total	$	45.8

Obligations under capital and operating leases

We have contractual obligations under capital and operating leases that will require a total of $1.0 million in payments over the next four years. Our expected payments are $0.3 million, $0.4 million, $0.2 million and $0.1 million for the years ended December 31, 2010, 2011, 2012 and 2013, respectively.

Environmental Considerations

Our mineral property holdings in Shoshone County, Idaho include lands contained in mining districts that have been designated as “Superfund” sites pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act. This “Superfund Site” was established to investigate and remediate primarily the Bunker Hill properties of Smelterville, Idaho, a small portion of Shoshone County where a large smelter was located. However, because of the extent of environmental impact caused by the historical mining in the mining district, the Superfund Site covers the majority of Shoshone County including our Chicago-London and Little Pine Creek properties (which are distant from the original smelter location) as well as many small towns located in Northern Idaho. We have conducted a property environmental investigation of these properties which revealed no evidence of material adverse environmental effects at either property. We are unaware of any pending action or proceeding relating to any regulatory matters that would affect our financial position due to these inactive mining claims in Shoshone County.

NOTE 11 — SUBSEQUENT EVENTS

Costs Associated with relinquished land lease

On July 6, 2010, following a vote of the Eureka County Board of Commissioners (“the Commissioners”) at an open public meeting on that date, the Commissioners signed documents to relinquish a land lease held by the LLC in Eureka County, Nevada (the “County”). The LLC thus terminated the land lease held in the County. The termination was predicated on a vote of the Commissioners, which was other than perfunctory and could not be considered final until the Commissioners voted in a public meeting. The Commissioners strictly follow the Nevada Open Meetings Law that requires all decisions be made in public meetings which are properly noticed and convened.

The LLC had planned to develop housing on the lease after receipt of the ROD in mid-2011. The relinquishment will make the land available for more rapid housing development by the Nevada Rural Housing Authority and the County. The LLC had invested approximately $5.0 million in preliminary development costs for the property covered by the relinquished lease. As a result of the relinquishment, the Company expects to incur a charge of $4.0 million in the third quarter of 2010, reflecting its 80% portion of the relinquished lease. In turn, the County will return a $0.1 million deposit to the Company.

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Hanlong financing update

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References made in this Quarterly Report on Form 10-Q to “we,” “our,” “us,” or the “Company,” refer to General Moly, Inc.

The following discussion and analysis of our financial condition and results of operations constitutes management’s review of the factors that affected our financial and operating performance for the six months ended June 30, 2010, and 2009. This discussion should be read in conjunction with the consolidated financial statements and notes thereto contained elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2009, which was filed on March 5, 2010.

We routinely post important information about us on our Company website. Our website address is www.generalmoly.com.

Overview

We are a development stage company and began the development of the Mt. Hope Project on October 4, 2007. During the year ended December 31, 2008, we also completed work on a pre-feasibility study of our Liberty Property. The Liberty Property continues in a care and maintenance mode, and we do not expect to spend appreciable amounts of capital there until market conditions warrant its development.

The development of the Mt. Hope Project has a Project Capital Estimate of $1,154 million including development costs of $1,039 million (in 2008 dollars) and $115 million in cash financial assurance requirements and pre-payments. These amounts do not include financing costs or amounts necessary to fund operating working capital. Through the six months ended June 30, 2010, we have spent approximately $162.5 million and have $22.9 million remaining cash on hand for use in the development of the Mt. Hope Project and other cash requirements.

The Company remains in a cash conservation plan implemented in March 2009 designed to reduce expenditures and conserve cash in order to maximize financial flexibility. In addition to conserving cash, the plan seeks to retain critical employees and the ability to start construction at the Mt. Hope project pending the availability of the Hanlong financing. With our June 30, 2010, consolidated cash balance of $22.9 million, we have the capacity to continue our current level of permitting efforts, maintain efforts to finalize project financing, and secure the most

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critical long lead equipment for the ultimate construction of the Mt. Hope project through the end of 2010 without finalizing the Hanlong financing.

Once we have received the major operating permits and the Record of Decision (“ROD”) from the United States Bureau of Land Management (“BLM”) and loan procurement efforts are complete, it is expected that Mt. Hope can be constructed and in production within 20 months. In the interim, our permitting efforts are continuing full-time. The Company has maintained its orders for grinding, milling, and other specialty long lead equipment, although other engineering, administrative and third-party work has been slowed or suspended.

The worldwide molybdenum price has fluctuated between $5.33 per pound in 2003 to over $40.00 per pound in 2005. In 2009, molybdenum prices averaged $11.12 per pound. Molybdenum prices fell substantially between October 2008 and April 2009 from approximately $33.50 per pound to $7.70 per pound. Following April, prices generally rose and finished 2009 at approximately $12.00 per pound. In the first quarter of 2010 molybdenum prices trended upward, and by the end of March prices were at $17.10. During the second quarter prices peaked at $17.92 in mid-April, and then retreated to $14.75 by the end of June.

Restructuring and Suspension of Project Development

As discussed above, in March 2009, we implemented a cash conservation plan to reduce expenditures and conserve cash in order to maximize financial flexibility. Engineering efforts, approximately 60% complete, were largely suspended pending the finalization of financing. Some engineering that is critical for permitting or project restart readiness has continued at a slower pace.

The Company has purchase orders for two types of equipment — milling process equipment and mining equipment. Most equipment orders for the custom-built grinding and other milling process equipment will be completed by the manufacturers and stored. The grinding and milling process equipment require the longest lead times and maintaining these orders is critical to the Company’s ability to re-start the development of Mt. Hope rapidly. Fabrication of less critical equipment has been suspended with some manufacturers. With respect to the remaining milling process equipment, where schedule is not critical, the manufacturers have agreed to suspend fabrication of the equipment. The Company has completed negotiation with other equipment manufacturers to suspend or terminate fabrication of other milling equipment and to determine the equipment fabrication costs incurred to date, storage costs, and the expected timing of restarting fabrication. As financing becomes available and equipment procurement is restarted, agreements that were suspended or terminated will be renegotiated under the then current market terms and conditions, as necessary.

The drills and loaders for the mine operation have been cancelled, and discussions for the purchase of the electric shovels are complete and this order was amended and remains in effect. An agreement has been reached with a truck manufacturer to hold production slots for timely delivery. The manufacturing times have shortened and pricing associated with many of these items have declined from 2007 levels. Once financing becomes available, the Company anticipates placing orders for the cancelled mining equipment again. The Company will continue to evaluate all options to facilitate a timely re-start of the project development.

Permitting Update

The Mt. Hope Project will require both Federal and State permits before it can commence construction and operations. Major permits required for the Mt. Hope Project include the ROD, a BLM issued permit, the water pollution control permit and reclamation permit from the Nevada Division of Environmental Protection—Bureau of Mining Regulation and Reclamation (“BMRR”), and an air quality permit from the Nevada Division of Environmental Protection— Bureau of Air Pollution Control (“BAPC”).

The BLM is preparing an environmental impact statement (“EIS”) analyzing the environmental impacts of the Mt. Hope Project and alternatives in accordance with the National Environmental Policy Act. Upon completion and approval of the EIS, the BLM will issue the ROD for the Mt. Hope Project. The ROD will be effective on the date the BLM has recorded its decision to approve the EIS and plan of operations for the Mt. Hope Project. We currently expect to receive the ROD by mid-2011. In September 2006, the BLM determined that the plan of operations met

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the regulatory requirements with respect to completeness and comprehensiveness. Since that time, baseline technical reports have been submitted and plan of operations updates have been submitted to accommodate additional detail based on progression of project design. All technical reports that form the basis of the EIS have been approved by the BLM at the time of this filing, and the Company anticipates publication of the draft EIS later this year. Public comment will then be considered and if warranted by the BLM will be incorporated into the draft for publication of a final EIS.

The other time-critical State permits have also been submitted for agency review and approval at the time of this filing. We believe these other major operating permits will be received on or prior to the effective date of the ROD.

Although we currently are targeting the effectiveness of the ROD and the receipt of all major operating permits to occur by mid-2011, circumstances beyond our control, including reviewing agency delays or requests for additional information or studies, and appeals of the BLM decision, could cause the effectiveness of the ROD to be delayed. The occurrence of any or a combination of these adverse circumstances may increase the estimated costs of development, require us to obtain additional interim financing, and / or delay our ability to consummate project financing or other significant financing. A delay in the ROD or the receipt of major operating permits also affects the satisfaction of the ROD Contribution Conditions, extends the time for the receipt of POS-Minerals third contribution, if any, and may affect the contingent obligation of Eureka Moly to refund capital contributions to POS-Minerals and the amount of any such refund. See “—The Mt. Hope Project” below.

Water Rights Update

On March 26, 2009, the Nevada State Engineer approved the Company’s previously filed water applications that requested mining and milling use of 11,300 acre feet annually of water to be drawn from a well field near the Mt. Hope project in Kobeh Valley. On April 24, 2009, two appeals of the ruling were filed by Eureka County, Tim Halpin, Eureka Producers’ Cooperative and Cedar Ranches, LLC., (“Petitioners”) with the Seventh Judicial District Court of the State of Nevada challenging the State Engineer’s decision. On April 21, 2010, the District Court entered an order remanding the matter for another hearing by the State Engineer. The Court ruled that the Petitioners’ due process rights to a full and fair hearing were violated when the State Engineer considered and relied upon a version of the Company’s hydrology model that had not been presented to the Petitioners before the hearing. The District Court’s decision is separate from and does not affect the Federal permitting process and the work associated with the Company’s EIS.

In June 2010, the Company filed change applications with the State Engineer’s office requesting permits to withdraw water at well locations matching those incorporated in the Company’s final hydrology models now approved by the BLM. The applications previously granted by the State Engineer’s office contained proposed well locations that the Company no longer intends to utilize based on additional groundwater modeling and exploration. Filing new change applications to match those incorporated in the Company’s final hydrology reports submitted to the BLM eliminates one issue raised by the County of Eureka in their appeal of the Company’s water rights. A publication and protest period for the recently filed change application is required by law and completion of these requirements will likely push the State Engineer’s water hearing to the latter part of this year; however, the Company remains confident that it will be granted access to water for the Mt. Hope project and that permits will be granted prior to initiation of construction activities at the project. The Company is also continuing work with the Commissioners of Eureka County and the growers in Diamond Valley to find a solution to their opposition of the Company’s water applications. The Company’s scientific studies continue to indicate that Mt. Hope’s water pumping in Kobeh Valley will have virtually no impact to water in Diamond Valley.

The Mt. Hope Project

Effective as of January 1, 2008, we contributed all of our interest in the assets related to the Mt. Hope Project, including our lease of the Mt. Hope Project into a newly formed entity, Eureka Moly, LLC, a Delaware limited liability company (“LLC”), and in February 2008 (“Closing Date”) entered into an agreement (“LLC Agreement”) for the development and operation of the Mt. Hope Project (“Project”) with POS-Minerals Corporation (“POS-Minerals”) an affiliate of POSCO, a large Korean steel company. Under the LLC Agreement, POS-Minerals owns a

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20% interest in the LLC and General Moly, through a wholly-owned subsidiary, owns an 80% interest. These ownership interests and/or required contributions under the LLC Agreement can change as discussed below.

In addition, if commercial production at the Mt. Hope Project is not achieved by December 31, 2011, for reasons other than a force majeure event, the LLC may be required to return to POS-Minerals a portion of its contributions to the LLC, with no corresponding reduction in POS-Minerals’ ownership percentage. Based on our current plan and expected timetable, Mt. Hope Project will not achieve commercial production by December 31, 2011. As POS-Minerals has elected to retain its 20% interest and make its additional $56.0 million contribution, the return of contributions will be $36.0 million on or prior to January 27, 2012. Our wholly-owned subsidiary and 80% owner of the LLC, Nevada Moly, is obligated under the terms of the LLC Agreement to make capital contributions to fund the return of contributions to POS-Minerals, if required. If Nevada Moly does not make these capital contributions, POS-Minerals has an election to either make a secured loan to the LLC to fund the return of contributions or receive an additional interest in the LLC of approximately 5%. In the latter case, our interest in the LLC is subject to dilution by a percentage equal to the ratio of 1.5 times the amount of the unpaid contributions over the aggregate amount of deemed capital contributions (as determined under the LLC Agreement) of both parties to the LLC (“Dilution Formula”). At December 31, 2009, the aggregate amount of deemed capital contributions of both parties was $880.0 million.

Liquidity, Capital Resources and Capital Requirements

For the period from December 31, 2009 to June 30, 2010

Our total consolidated cash balance at June 30, 2010, was $22.9 million compared to $48.6 million at December 31, 2009. The decrease in our consolidated cash balances for the six months ended June 30, 2010, was due primarily to development costs incurred of $5.8 million, deposits on property plant and equipment totaling $24.3

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million, and general and administrative costs of $5.7 million offset by bridge loan funding of $10 million. Deposits on property, plant and equipment relate primarily to scheduled payments for long lead time equipment for the Mt. Hope Project. See “— Contractual Obligations” below.

With our cash conservation plan, our non-equipment related cash requirements have declined to approximately $1 million per month, inclusive of maintenance costs at the Liberty Property. Based on our current plan and expected timetable, we expect to make additional payments of approximately $1.2 million under milling process equipment orders through the end of 2010, and $12.8 million in 2011. As the Hanlong financing becomes available and equipment procurement is restarted, agreements that were suspended or terminated will be renegotiated under current market terms and conditions, as necessary. Accordingly, based on our current cash on hand and our cash conservation plan, the Company expects it will have adequate liquidity for operations through the year ended December 31, 2010, without finalizing the Hanlong financing discussed below, while maintaining the current cash conservation strategy.

Securities Purchase Agreement with Hanlong (USA) Mining Investment Inc. and Chinese Bank Loan

On March 4, 2010, the Company signed a Securities Purchase Agreement (“Purchase Agreement”) with Hanlong (USA) Mining Investment, Inc. (“Hanlong”), an affiliate of Sichuan Hanlong Group, a large privately held Chinese company. The Purchase Agreement and the related agreements described below form the basis of a significant investment by Hanlong in the Company that is intended to provide the Company with adequate capital to develop the Mt. Hope Project. The Purchase Agreement provides for the sale to Hanlong of shares of our common stock in two tranches that will aggregate 25% of our outstanding stock on a fully diluted basis. The average price per share, based on the anticipated number of shares to be issued, is $2.88 for an aggregate price of $80 million, and constitutes a small premium as compared to the $2.60 closing share price of the Company on March 4, 2010. The share issuance is part of a larger transaction that includes the commitment by Hanlong to use its commercially reasonable efforts to procure a $665 million bank loan for the Company (“Term Loan”) from a prime Chinese bank that will be guaranteed by an affiliate of Hanlong, a $20 million bridge loan from Hanlong to the Company, and a long-term molybdenum supply off-take agreement pursuant to which a Hanlong affiliate will agree to purchase a substantial part of the molybdenum production from the Mt. Hope Project at specified prices.

Securities Purchase Agreement

Stock Purchase . The Purchase Agreement provides, subject to terms and conditions of the Purchase Agreement, for the purchase by Hanlong for an aggregate price of $80 million, of approximately 27.8 million shares of our common stock which will equal 25% of our outstanding common stock on a fully-diluted basis following the purchase, or approximately 38.3% of our currently outstanding common stock. Fully diluted means all of our outstanding common stock plus all outstanding options and warrants, whether or not currently exercisable. Hanlong is obligated to purchase the first 12.5% of our fully-diluted shares, or approximately 11.9 million (“Tranche 1”) for $40 million, or approximately $3.36 per share, following satisfaction of certain conditions, including receipt of stockholder approval of the equity issuances in connection with the transaction (received at the Annual Meeting of Stockholders held on May 13, 2010), publication of the notice of availability of the DEIS concerning the Mt. Hope Project by the BLM, receipt of necessary Chinese government approvals for certain portions of the transaction, assurances from Hanlong as to the availability of the Term Loan, approval of the shares for listing on the New York Stock Exchange Amex (“NYSE Amex”) and absence of certain defaults. The actual number of shares and price per share will be adjusted for any change in the number of fully diluted shares before the closing of Tranche 1. The parties may waive the conditions to their respective obligations. The Company anticipates that Tranche 1 will close later this year.

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final signature required for Sichuan Provincial National Development and Reform Commission (NDRC) approval and Hanlong has advanced the approval to NDRC’s Beijing headquarters. Once the national NDRC approves the transaction, Hanlong will pursue approvals from the Ministry of Commerce and the State Administration for Foreign Exchange (SAFE).

The potential purchase of common stock by Hanlong gave ArcelorMittal, S.A. (“ArcelorMittal”), which presently owns approximately 10.0% of our fully diluted common stock, the right to acquire additional shares so that it could maintain its current level of ownership. On April 16, 2010, we entered into a Consent and Waiver Agreement whereby ArcelorMittal agreed to waive its anti-dilution rights with respect to the Company’s proposed issuance of stock under the Hanlong investment. ArcelorMittal will retain anti-dilution rights for future issuances of Company common stock. ArcelorMittal also consented to the issuance of common stock at a price that may be below the market price. ArcelorMittal will also have the one-time right to purchase a number of shares that will ensure that ArcelorMittal owns 10% of the outstanding common stock if we issue more than 10,000,000 shares of common stock, outside of those shares issued through the Hanlong transaction. In connection with the Consent and Waiver Agreement, ArcelorMittal and the Company also entered into an Extension Molybdenum Supply Agreement on April 16, 2010 (“Extension Agreement”), providing ArcelorMittal with a five-year option to make effective an agreement to purchase from the Company three million pounds of molybdenum per year for ten years following the expiration of the current five year, 6.5 million annual pound molybdenum supply agreement. The additional optional off-take will be priced in alignment with the Company’s existing supply agreements. In order for ArcelorMittal to exercise this option and make the Extension Agreement effective, ArcelorMittal must have beneficial ownership of more than 11.1 million shares of Company common stock on or prior to April 15, 2015. ArcelorMittal currently owns approximately 8.3 million shares of common stock.

Hanlong will have the right to purchase a portion of any additional shares of common stock that we issue so that it can maintain its percentage ownership unless its ownership is at the time below 5%. It may also acquire additional shares so that it maintains a 20% indirect interest in the Mt. Hope Project if our interest in the LLC is reduced below 80%. If we issue shares to fund our obligation to fund the Mt. Hope Project under certain circumstances and Hanlong exercises its rights to maintain its percentage interest, we will be obligated to refund to Hanlong the cost of such shares over a three-year period up to an aggregate of $9 million.

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be increased by $5 million if the Purchase Agreement is terminated and the Company has violated the “no-shop” provisions of the Purchase Agreement and may be increased in other circumstances not to exceed an additional $3 million if the Company requests and Hanlong grants certain extensions of deadlines concerning the DEIS and up to an additional $2 million if the Company requests and Hanlong grants certain extensions concerning the ROD. In addition, the Company must pay a $2 million fee to Hanlong if it grants the extension concerning the ROD, which fee can be credited against the arrangement fee described above. The break fee payable by the Company to Hanlong may be paid in cash, or, in certain circumstances, in shares of our common stock at our option. If paid in shares, the price would be the volume weighted average of our common stock on the NYSE Amex for the five days ending six days after the announcement of the termination.

Registration Rights . We have agreed to register for sale the shares purchased by Hanlong at its request.

Bridge Loan

Hanlong has also agreed to provide a $20 million bridge loan (“Bridge Loan”) to the Company in two equal $10 million tranches. On April 28, 2010, we drew down Tranche 1 in the amount of $10 million. The second loan tranche will be available five business days after receipt of stockholder approval and is subject to the satisfaction of customary conditions. The first tranche of the Bridge Loan bears interest at LIBOR plus 2% per annum. The second tranche of the Bridge Loan will bear interest at 10% per annum. The Bridge Loan will be repaid from the proceeds of the Term Loan. If Hanlong agrees, the second tranche may also be repaid, at the Company’s election, in shares of the Company’s common stock. If paid in shares, the price would be the volume weighted average of the Company’s shares on the NYSE Amex for a five-day period after public announcement of the event that required repayment. The Company may offset its right to receive the break fee against its obligations to repay borrowings under the Bridge Loan. If not sooner repaid, the Bridge Loan will mature on the earliest of 120 days after the issuance of the ROD, the date on which the Purchase Agreement terminates, and January 31, 2012. The Bridge Loan and our obligation to pay a break fee to Hanlong under the Purchase Agreement are secured by a pledge by us of a 10% interest in the LLC.

Molybdenum Supply Agreement

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Hanlong must purchase a percentage of the Company’s share of Mt. Hope production equal to 2.5 times Hanlong’s fully-diluted percentage ownership of our common stock. Subject to certain exceptions, the Supply Agreement will terminate once Hanlong’s fully-diluted percentage ownership of the Company falls below 5%. As long as Hanlong continues to guarantee the Term Loan, the Supply Agreement will not terminate even if Hanlong’s ownership falls below 5%. If the cause of Hanlong’s ownership falling below 5% is a change of control of the Company or a dilutive transaction in which Hanlong does not have the right to participate, the Supply Agreement will not terminate and Hanlong will be obligated to continue to purchase a percentage of the Company’s share of Mt. Hope production equal to 2.5 times Hanlong’s fully-diluted percentage ownership of the Company as it existed immediately prior to such change of control or dilutive transaction. If the Company elects not to enter into the Term Loan, and the second loan tranche does not close, Hanlong’s obligation to purchase the Company’s share of Mt. Hope production in each of the periods described above will be half of the obligations described above.

Results of Operations

Six months ended June 30, 2010, compared to six months ended June 30, 2009

For the six months ended June 30, 2010, we had a consolidated net loss of $6.0 million compared with a consolidated net loss of $6.0 million in the same period for 2009, due to the factors noted below in the disclosure associated with exploration and evaluation expenses, and general and administrative expenses.

For the six months ended June 30, 2010, and 2009, exploration and evaluation expenses were $0.3 million and $0.4 million, respectively, as costs associated with the Liberty Property continued to decline as a result of reduced activity.

For the six months ended June 30, 2010, and 2009, general and administrative expenses were $5.7 million and $5.6 million, respectively, as the cash conservation efforts initiated by the Company in the first half of 2009 were offset in the first half of 2010 by costs associated with the Hanlong financing transaction, inclusive of bridge loan interest expense, and the incremental cost of the reissued warrants to Coghill.

Interest income and expense were nil for the six months ended June 30, 2010 and 2009, as a result of substantially lower interest rates and lower consolidated cash balances in 2010 and 2009.

Three months ended June 30, 2010, compared to three months ended June 30, 2009

For the three months ended June 30, 2010, we had a consolidated net loss of $3.2 million compared with a consolidated net loss of $2.9 million in the same period for 2009, due to the factors noted below in the disclosure associated with exploration and evaluation expenses, and general and administrative expenses.

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For the three months ended June 30, 2010, and 2009, exploration and evaluation expenses were $0.2 million and $0.2 million, respectively, as costs associated with the Liberty Property continued to decline as a result of reduced activity.

For the three months ended June 30, 2010, and 2009, general and administrative expenses were $3.0 million and $2.7 million, respectively, as the cash conservation efforts initiated by the Company in the second quarter of 2009 were offset in the second quarter of 2010 by the incremental cost of the reissued warrants to Coghill.

Interest income and expense were nil for the three months ended June 30, 2010 and 2009, as a result of substantially lower interest rates and lower consolidated cash balances in 2010 and 2009.

Contractual Obligations

Our contractual obligations as of June 30, 2010, were as follows:

	Payments due by period (Dollars in millions)
Contractual obligations	Total		2010		2011 - 2013		2014 - 2015		2016 & Beyond
Long-Term Debt (Capital Lease) Obligations	$	0.3	$	0.1	$	0.2	$	—	$	—
Operating Lease Obligations	0.7		0.2		0.5		—		—
Purchase Contracts	45.8		1.2		44.6		—		—
Advance Royalties and Deferral Fees (1)	23.2		1.2		22.0		—		—
Provision for post closure reclamation and remediation	0.6		—		—		—		0.6
Total	$	70.6	$	2.7	$	67.3	$	—	$	0.6

(1) Assumes that full project financing is obtained during 2011

At June 30, 2010, we have contracts to purchase mining equipment comprised of two electric shovels and have cancelled orders for mine drills and loaders. We have a non-binding letter of agreement on 24 haul trucks that establishes our priority for delivery and provides for the then current pricing using market indices upon initiation of an order. We have active orders with varying stages of fabrication on milling process equipment comprised of two 230kV primary transformers and substation, a primary crusher, a semi-autogenous mill, two ball mills, and various motors for the mills. The Company has taken receipt of certain of these assets that are fully fabricated in storage facilities at its Liberty Property, including the mill motors. We have suspended fabrication on 16 flotation cells, lime slaking equipment, hydrocyclones, and other smaller milling process equipment with the ability to re-initiate fabrication at any time. We have completed negotiations with the manufacturer of two multi-hearth molybdenum roasters to terminate its fabrication of this equipment and receive finished goods of the partially completed order. We plan to re-establish a new purchase order with this manufacturer as additional financing is secured and equipment procurement is restarted under the current market terms and conditions.

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The following table sets forth the LLC’s remaining cash commitments under purchase contracts at June 30, 2010, resulting from the re-negotiation and cancelation of Purchase Contracts as discussed above (in millions).

Period	Cash Commitments Under Purchase Contracts as of June 30, 2010 (Dollars in millions)
2010	1.2
2011	21.1
2012	21.1
2013	2.4
2014	—
Total	$	45.8

Cash commitments under purchase contracts are inclusive of $14.0 million under milling process equipment orders, and $31.8 million in mining equipment orders. Based on our current plan, we expect to make additional payments of approximately $1.2 million under these milling process equipment orders through the end of 2010, and $12.8 million in 2011. As our additional financing becomes available and equipment procurement is restarted, agreements that were suspended or terminated will be renegotiated under the then current market terms and conditions, as necessary.

If the Company does not make payments required under the purchase contracts, it could be subject to claims for breach of contract or to cancellation of the purchase contract. In addition, we may proceed to selectively suspend, cancel or attempt to renegotiate additional purchase contracts if we are forced to further conserve cash. See “— Liquidity and Capital Resources” above. If we cancel or breach any contracts, we will take all appropriate action to minimize any losses, but could be subject to claims or penalties under the contracts or applicable law. The cancellation of certain key contracts would cause a delay in the commencement of operations, have ramifications under the LLC Agreement with POS-Minerals and would add to the cost to develop our interest in the Mt. Hope Project.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Price Risk

We are a development stage company in the business of the exploration, development and mining of properties primarily containing molybdenum. As a result, upon commencement of production, our financial performance could be materially affected by fluctuations in the market price of molybdenum and other metals we may mine. The market prices of metals can fluctuate widely due to a number of factors. These factors include fluctuations with respect to the rate of inflation, the exchange rates of the U.S. dollar and other currencies, interest rates, global or regional political and economic conditions, banking environment, global and regional demand, production costs, and investor sentiment.

In order to better manage commodity price risk and to seek to reduce the negative impact of fluctuations in prices, we have entered into long term supply contracts. On December 28, 2007, we entered into a molybdenum supply agreement with ArcelorMittal that provides for ArcelorMittal to purchase 6.5 million pounds of molybdenum per year, plus or minus 10%, once the Mt. Hope Project commences commercial operations at minimum specified levels. The supply agreement provides for a floor price along with a discount for spot prices above the floor price and expires five years after the commencement of commercial production at the Mt. Hope Project. Both the floor and threshold levels at which the percentage discounts change are indexed to a producer price index.

On May 14, 2008, we entered into a molybdenum supply agreement with SeAH Besteel Corporation (“SeAH Besteel”), Korea’s largest manufacturer of specialty steels, which provides for SeAH Besteel to purchase 4.0 million pounds of molybdenum per year, plus or minus 10%, once the Mt. Hope Project commences commercial operations at minimum specified levels. Like the ArcelorMittal supply agreement, the supply agreement with SeAH Besteel

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provides for a floor price along with staged discounts for spot prices above the floor price and expires five years from the date of first supply under the agreement. Both the floor and threshold levels at which the percentage discounts change are indexed to a producer price index.

On August 8, 2008, the Company entered into a molybdenum supply agreement (“Sojitz Agreement”) with Sojitz Corporation. The Sojitz Agreement provides for the supply of 5.0 million pounds per year of molybdenum for five years, beginning once the Mt. Hope Project reaches certain minimum commercial production levels. One million annual pounds sold under the Sojitz Agreement will be subject to a per-pound molybdenum floor price and is offset by a flat discount to spot moly prices above the floor. The remaining 4.0 million annual pounds sold under the Sojitz Agreement will be sold with reference to spot moly prices without regard to a floor price. The Sojitz Agreement includes an option for cancellation in the event that supply from the Mt. Hope Project has not begun by January 1, 2013.

On March 4, 2010, the Company signed a molybdenum supply agreement (“Supply Agreement”) with a Hanlong affiliate (referred to in this subsequent discussion as “Hanlong”), which will be effective upon the later of the Tranche 2 closing, the Term Loan closing, or the Company’s election not to enter into the Term Loan. Until the expiration of certain existing molybdenum supply agreements by which the Company is currently bound (“Existing Supply Agreements”), Hanlong will be required to purchase all the Company’s share of the Mt. Hope molybdenum production above that necessary for the Company to meet its existing supply commitments. After the expiration of the Existing Supply Agreements, until original scheduled maturity date of the Term Loan, or if the Company elects not to enter into the Term Loan, 14 years after commencement of commercial production from the Mt. Hope Mine, Hanlong must annually purchase the greater of 16 million pounds and 70% of the Company’s share of Mt. Hope production. Following the original scheduled maturity date of the Term Loan, or if the Company elects not to enter into the Term Loan, 14 years after commencement of commercial production from the Mt. Hope Mine, Hanlong must purchase a percentage of the Company’s share of Mt. Hope production equal to 2.5 times Hanlong’s fully-diluted percentage ownership of our common stock. Subject to certain exceptions, the Supply Agreement will terminate once Hanlong’s fully-diluted percentage ownership of the Company falls below 5%. As long as Hanlong continues to guarantee the Term Loan, the Supply Agreement will not terminate even if Hanlong’s ownership falls below 5%. If Hanlong ceases to guarantee the Term Loan, if the cause of Hanlong’s ownership falling below 5% is a change of control of the Company or a dilutive transaction in which Hanlong does not have the right to participate, the Supply Agreement will not terminate and Hanlong will be obligated to continue to purchase a percentage of the Company’s share of Mt. Hope production equal to 2.5 times Hanlong’s fully-diluted percentage ownership of the Company as it existed immediately prior to such change of control or dilutive transaction. If the Company elects not to enter into the Term Loan, and Tranche 2 does not close, Hanlong’s obligation to purchase the Company’s share of Mt. Hope production in each of the periods described above will be half of the obligations described above.

Existing supply agreements cover the sales of 100% of the production of Mt. Hope for the first 5 years of operation with 50% of those sales being covered by floor price protection. Over the following 9 years of operation Hanlong is committed to purchase a minimum of 70% of production with 25% of that covered under floor price protection. ArcelorMittal has an option to commit to 3 million pounds of production from year 6 through year 15 of operation. Hanlong has committed to take a percentage of production which is 2.5 times their percentage ownership share of the Company for the life of the mine.

All four long term supply agreements provide for supply only after commercial production levels are achieved, and no provisions require the Company to deliver product or make any payments if commercial production is never

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achieved, or declines in later periods. The agreements require that monthly shortfalls be made up only if the Company’s portion of Mt. Hope production is available for delivery, after POS-Minerals has taken its share. In no event do these requirements to make up monthly shortfalls become obligations of the Company if production does not meet targeted levels.

Furthermore, each of the agreements have take-or-pay provisions that require the buyers to either take delivery of product made available by the Company, or to pay as though they had taken delivery pursuant to the term of the agreements. The Company has no obligation to supply product if it is not produced in sufficient quantity from the Mt. Hope mining and milling operation.

While we have not used derivative financial instruments in the past, we may elect to enter into derivative financial instruments to manage commodity price risk. We have not entered into any market risk sensitive instruments for trading or speculative purposes and do not expect to enter into derivative or other financial instruments for trading or speculative purposes.

Interest Rate Risk

As of June 30, 2010, we had a balance of cash and cash equivalents and restricted cash of $22.9 million. Interest rates on short term, highly liquid investments have not changed materially since December 31, 2008 and continue to be 1% or less on an annualized basis. If and to the extent that these funds were invested in interest bearing instruments during the entire six month period ended June 30, 2010, a hypothetical 1% point decrease in the rate of interest earned on these funds would reduce interest income to nil for the six month period ended June 30, 2010.

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the foregoing, our management concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

There was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2010, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Mt. Hope Project is primarily centered between two water basins: the Kobeh Valley Basin and the Diamond Valley Basin. Operation of the Mt. Hope Project is expected to require 7,000 gpm of fresh water that will be sourced from wells located in Kobeh Valley, west of the Mt. Hope Project. The Company has purchased from existing water rights holders essentially all available water rights in the Kobeh Valley Basin, totaling more than 16,000 acre feet annually. The Company believes it has sufficient water rights for its planned mining and milling operations.

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Mt. Hope project in Kobeh Valley. On April 24, 2009, two appeals of the ruling were filed by Eureka County, Tim Halpin, Eureka Producers’ Cooperative and Cedar Ranches, LLC., (“Petitioners”) with the Seventh Judicial District Court of the State of Nevada challenging the State Engineer’s decision. On April 21, 2010, the District Court entered an order remanding the matter for another hearing by the State Engineer. The Court ruled that the Petitioners’ due process rights to a full and fair hearing were violated when the State Engineer considered and relied upon a version of the Company’s hydrology model that had not been presented to the Petitioners before the hearing. The District Court’s decision is separate from and does not affect the Federal permitting process and the work associated with the Company’s EIS.

In mid-June 2010, the Company filed change applications with the State Engineer’s office requesting permits to withdraw water at well locations matching those incorporated in the Company’s final hydrology models now approved by the BLM. The applications previously granted by the State Engineer’s office contained proposed well locations that the Company no longer intends to utilize based on additional groundwater modeling and exploration. Filing new change applications to match those incorporated in the Company’s final hydrology reports submitted to the BLM eliminates one issue raised by the County of Eureka in their appeal of the Company’s water rights. A publication and protest period for the recently filed change applications is required by law and completion of these requirements will likely push the State Engineer’s water hearing to the latter part of this year; however, the Company remains confident that it will be granted access to water for the Mt. Hope project and that permits will be granted prior to initiation of construction activities at the project. The Company is also continuing work with the Commissioners of Eureka County and the growers in Diamond Valley to find a solution to their opposition of the Company’s water applications. The Company’s scientific studies continue to indicate that Mt. Hope’s water pumping in Kobeh Valley will have virtually no impact to water in Diamond Valley.

ITEM 1A. RISK FACTORS.

Our Annual Report on Form 10-K for the year ended December 31, 2009, including the discussion under the heading “Risk Factors” therein, and this report describe risks that may materially and adversely affect our business, results of operations or financial condition. The risks described in our Annual Report on Form 10-K and this report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operations.

If certain conditions are not met under the Hanlong transaction documents, our ability to begin development of the Mt. Hope Project could be delayed further.

The investments by Hanlong in our common stock and the related financing with a Chinese bank and the moly supply agreement are subject to a number of conditions precedent including, among other conditions described in descriptions of the transactions in our public filings, receipt by us of required governmental permits, approvals of Chinese government authorities for investments in us by Hanlong and loans expected to be made by a Chinese Bank, and negotiation of acceptable loan terms with that bank. These conditions may not be met, in which case our ability to begin development of the Mt. Hope Project could be delayed further while we attempt to obtain alternative financing. We may not be successful in obtaining acceptable financing since the current credit markets are difficult for development stage companies.

The existence of the stockholders rights plan could prevent an acquisition of our shares that might be at a premium to the market price

In March, 2010 our Board adopted a stockholder rights plan, commonly known as a “poison pill”, which is designed to prevent or discourage acquisition of more than 20 per cent of our outstanding stock without the prior approval of our Board. While our Board believes that the rights plan is in the best interests of our stockholders, its existence could prevent an acquisition of our shares that might be at a premium to the market price and that stockholders might view as beneficial. Other matters that may prevent a takeover that is not approved by our Board are discussed in the risk factors in our Form 10-K for the year ended December 31, 2009.

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Special Note Regarding Forward-Looking Statements

Certain statements in this report may constitute forward-looking statements, which involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements of our Company, the Mt. Hope Project, Liberty Property and our other projects, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. We use the words “may,” “will,” “believe,” “expect,” “anticipate,” “intend,” “future,” “plan,” “estimate,” “potential” and other similar expressions to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those in the forward looking statements. Such risks, uncertainties and assumptions are described in the “Risk Factors” section included in our Annual Report on Form 10-K for the year ended December 31, 2009, and this report, and include, among other things:

· our dependence on the success of the Mt. Hope Project;

· the ability to obtain all required permits and approvals for the Mt. Hope Project and the Liberty Property;

· issues related to the management of the Mt. Hope Project pursuant to the LLC Agreement;

· investments by Hanlong and a loan from a Chinese bank are subject to significant consents, approvals and conditions precedent which may not be obtained or met;

· negotiation of acceptable loan terms with a Chinese bank in connection with the Hanlong transaction;

· risks related to the failure of POS-Minerals to make contributions pursuant to the LLC Agreement;

· fluctuations in the market price of, and demand for, molybdenum and other metals;

· the estimation and realization of mineral reserves and production estimates, if any;

· the timing of exploration, development and production activities and estimated future production, if any;

· estimates related to costs of production, capital, operating and exploration expenditures;

· requirements for additional capital and the possible sources of such capital;

· government regulation of mining operations, environmental conditions and risks, reclamation and rehabilitation expenses;

· title disputes or claims; and

· limitations of insurance coverage;

· our investors may lose their entire investment in our securities;

· the disruptions of 2008 and 2009 in the overall economy and financial markets may continue to adversely impact our business;

· counter party risks;

· inherent operating hazards of mining;

· climate change and climate change legislation for planned future operations;

· compliance/non-compliance with the Mt. Hope lease;

· losing key personnel or the inability to attract and retain additional personnel;

· reliance on independent contractors, experts, technical and operational service providers over whom we have limited control;

· increased costs can affect our profitability;

· shortages of critical parts, equipment, and skilled labor may adversely affect our development costs;

· legislation may make it difficult to retain or attract officers and directors and can increase costs of doing business;

· adverse results of internal control evaluations could result in a loss of investor confidence and have an adverse effect on the price of the common stock;

· our common stock has a limited public market which may adversely affect the market price of our shares and may make it difficult for our shareholders to sell their shares;

· we do not anticipate paying cash dividends in the foreseeable future;

· provisions of Delaware law and our charter and bylaws may delay or prevent transactions that would benefit shareholders.

You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. These forward-looking statements are based on our current expectations and are subject to a number of risks and uncertainties, including those set forth above. Although we believe that the expectations reflected in these forward-looking statements are reasonable, our actual results could differ materially from those expressed in these forward-looking statements, and any events anticipated in the forward-looking statements may not actually occur.

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Except as required by law, we undertake no duty to update any forward-looking statements after the date of this report to conform those statements to actual results or to reflect the occurrence of unanticipated events. We qualify all forward-looking statements contained in this report by the foregoing cautionary statements.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. REMOVED AND RESERVED

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number		Description of Exhibit

10.1 †		Consent and Waiver Agreement, dated April 16, 2010, by and between the Company and ArcelorMittal S.A. (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2010.)
10.2*		Extension Molybdenum Supply Agreement, dated as of April 16, 2010, by and between the Company and ArcelorMittal, S.A.
10.3 †		Common Stock Purchase Warrant, dated April 16, 2010, issued to CCM Qualified Master Fund, Ltd. (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2010.)
10.4 †		Common Stock Purchase Warrant, dated April 16, 2010, issued to Coghill Capital Management, L.L.C. (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2010.)
10.5 †		General Moly, Inc. 2006 Equity Incentive Plan, as Amended and Restated (Filed as Exhibit 10.1 to our Registration Statement on Form S-8 on May 21, 2010.)
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Confidential treatment has been requested for certain portions of this exhibit, and such confidential portions have been separately filed with the Securities and Exchange Commission.

† Previously filed as indicated and incorporated herein by reference.

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.

Dated: July 30, 2010

	GENERAL MOLY, INC.

	By:	/s/ David A. Chaput
		David A. Chaput
		Chief Financial Officer and
		Duly Authorized Officer

Exhibit 10.2

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR
PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH
OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED AS {****}. A COMPLETE
VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

EXECUTION VERSION

EXTENSION MOLYBDENUM SUPPLY AGREEMENT

AMONG

GENERAL MOLY, INC.

AND

NEVADA MOLY, LLC,

as SELLERS

AND

ARCELORMITTAL PURCHASING SAS,

as BUYER

Dated as of April 16, 2010

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			Page

RECITALS			1

AGREEMENT			1

1.	Definitions and Interpretation		1
	1.1	Definitions	1
	1.2	Interpretation	5

2.	Effectiveness; Supply and Purchase of Product		5
	2.1	Effectiveness	5
	2.2	Supply of Product Prior to Effective Date	6
	2.3	Supply of Products Following Effective Date	6
	2.4	Delivery Schedule; Shortfalls	6
	2.5	Take-or-Pay	6
	2.6	Composition of Products	7
	2.7	Specifications	7
	2.8	Restrictions on Sales	7
	2.9	Buyer’s Failure to Pay	8
	2.10	Use of Liberty Project Resources for Deficiencies	8

3.	Pricing and Payment Terms		8
	3.1	Base Product Price	8
	3.2	Additional Product Price	9
	3.3	Determination of Market Price	9

4.	Deliveries and Invoices		9
	4.1	Delivery Point	9
	4.2	Invoices	9
	4.3	Assaying Adjustments	10
	4.4	No Prejudice	11

5.	Term; Termination		11
	5.1	Term	11
	5.2	Termination	11
	5.3	Effect of Termination	12

6.	Indemnification		12
	6.1	Procedure	12
	6.2	Remedies	12
	6.3	Limitations	13
	6.4	Indemnification by Seller	13

7.	Force Majeure		13

8.	Confidentiality	14

9.	Waiver	15

10.	Governing Law; Language	15

11.	Notices	16

12.	Rules of Construction	16

13.	Assignment; No Benefit	17

14.	Relationship of the Parties	17

15.	Severability	17

16.	Taxes and Expenses	17

17.	Currency	18

18.	Counterparts	18

19.	Entire Agreement	18

20.	Amendment	18

21.	Waiver of Jury Trial	18

22.	Dispute Resolution	18

23.	Limitation of Liability	18

24.	Remedies Cumulative	18

25.	Safety, Health and the Environment	18

26.	No Fraud; No Corruption	19

27.	Relationship to Hanlong Supply Agreement	19

28.	Joint and Several Liability	19

29.	Entry into Other Supply Agreements	20

EXTENSION MOLYBDENUM SUPPLY AGREEMENT

THIS EXTENSION MOLYBDENUM SUPPLY AGREEMENT (this “ Agreement ”), dated April 16, 2010, and effective as of the Effective Date (defined below), is among General Moly, Inc., a Delaware corporation (the “ Company ”), Nevada Moly, LLC, a Delaware limited liability company (“ Nevada Moly ” and together with the Company, “ Seller ”), and ArcelorMittal Purchasing SAS, a French joint stock company (“ Buyer ”), acting as an agent in the name and on behalf of its Affiliates (as defined below) for which it has a mandate to purchase the Products (as defined below) from time to time.

RECITALS

A. Eureka Moly, LLC, a Delaware limited liability company (“ Eureka Moly ”), leases and intends to operate a mine located in Eureka County, Nevada (the “ Mount Hope Mine ”) from which it intends to produce Technical Grade Molybdenum Oxide (“ TMO ”), in the form of powder and carbon-free briquettes, that meets or exceeds the standards on Schedule A (such TMO produced from the Mount Hope Mine, the “ Products ”).

B. As of the date hereof, (1) the Company owns 100% of Nevada Moly, which owns an 80% equity interest in Eureka Moly and (2) POS-Minerals Corporation, a Delaware corporation and affiliate of POSCO Canada Ltd., owns a 20% equity interest in Eureka Moly.

C. As of the date hereof ArcelorMittal S.A., a company incorporated under the laws of Luxembourg (“ AM SA ”) owns approximately 8,256,699 shares of the Common Stock (as defined below).

D. The Company and Buyer have on 20 December 2007 entered into the Existing ArcelorMittal Supply Agreement (as defined below).

E. Seller wants to sell to Buyer, and Buyer wants to purchase from Seller, Products available from Seller’s share of production at the Mount Hope Mine (as defined below), and, to the extent of a shortfall of production, from the Seller’s share of production from the Liberty Project (as defined below), upon the terms and subject to the conditions set forth herein, which are intended to come into existence after the expiry of the Existing ArcelorMittal Supply Agreement.

In consideration of the mutual covenants contained in this Agreement, the parties, intending to be legally bound, agree as follows:

AGREEMENT

1. Definitions and Interpretation .

1.1 Definitions . In addition to the capitalized terms defined elsewhere in this Agreement, for purposes of this Agreement:

“ Adjusted Market Price ”: (a) Market Price times (b) {****}.

“ Affiliate ”: Means any Person means any other Person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with such Person. A Person will be deemed to control another Person if the controlling Person is the beneficial owner of greater than 50% of any class of voting securities (or other voting or equity interests) of the controlled person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of capital stock, by contract or credit arrangement, as trustee or executor, or otherwise; provided none of the Company and its subsidiaries shall be deemed an affiliate of Buyer and neither Buyer, POS-Minerals Corporation, China Han Long Mining Development Limited, a Hong Kong corporation, nor any of their respective Affiliates shall be deemed to be an affiliate of the Company or Nevada Moly.

“ beneficial ownership ” and correlative terms: As determined pursuant to Rule 13d 3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended, and any successor regulation.

“ Business Day ”: A day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by Law to close.

“ Common Stock ”: The Company’s common stock, par value $0.001 per share.

“ Competent Authority ”: The Person or Persons so designated by Buyer.

“ Delivery Point ”: Means {****}.

“ Dollars ” The lawful currency of the United States.

“ Effective Date ”: Means the date on which (i) the Existing ArcelorMittal Supply Agreement expires or earlier terminates, and (ii) all of the conditions set forth in Section 2.1 have been satisfied; provided that this Agreement shall not become effective (a) if the Existing ArcelorMittal Supply Agreement is terminated by the Company pursuant to Section 8.2 of the Existing ArcelorMittal Supply Agreement, or (b) unless and until the Hanlong Supply Agreement has become effective.

“ Eureka Moly LLC Agreement ”: The Amended and Restated Limited Liability Company Agreement of Eureka Moly, LLC, dated February 26, 2008, between Nevada Moly and POS-Minerals Corporation.

“ Existing ArcelorMittal Supply Agreement ”: The Molybdenum Supply Agreement, dated December 28, 2007, between the Company and Buyer.

“ Existing Obligations ”: Seller’s obligations relating to the supply of Products from Seller’s share of production at the Mount Hope Mine that are in existence as of the date of this Agreement (other than the Existing ArcelorMittal Supply Agreement), and are set forth in Schedule B .

“ FCA ”: Means the delivery of goods on truck, rail car or container at the specified point (depot) of departure, which is usually the seller’s premises, or a named railroad station or a

named cargo terminal or into the custody of the carrier, at seller’s expense. The point (depot) at origin may or may not be a customs clearance center. Buyer is responsible for the main carriage/freight, cargo insurance and other costs and risks.

“ First Threshold ”: An amount calculated as follows:

US${****} per pound of molybdenum

x Threshold Adjustment

For clarification, (a) the First Threshold will only be adjusted annually, which will occur within 30 days of the information necessary to calculate the applicable {****} Percentage increase becoming publicly available {****}, and (b) to the extent the information necessary to calculate such adjustment is not available at the beginning of the applicable year, the adjustment will be calculated when such information becomes available and applied retroactively to the beginning of such year.

“ Floor Price ”: An amount per pound calculated as follows:

US${****} per pound of molybdenum

x (1 + {****} Percentage Increase)

For clarification, (a) the Floor Price will only be adjusted {****}, which will occur within {****} of the information necessary to calculate the applicable {****} Percentage increase becoming publicly available {****}, (b) to the extent the information necessary to calculate such adjustment is not available {****}, the adjustment will be calculated when such information becomes available and applied retroactively {****}, and (c) the Floor Price will be calculated as set forth above regardless of the Market Price or any other adjustments to the Product Price.

“ Hanlong Supply Agreement ” means that certain Molybdenum Supply Agreement, dated March 4, 2010, among the Company, Nevada Moly, China Han Long Mining Development Limited, a Hong Kong corporation and Hanlong (USA) Mining Investment, Inc., a Delaware corporation.

“ Law ”: Any applicable U.S. federal, state or local or any foreign statute, code, ordinance, decree, rule, regulation or general principle of common or civil law or equity.

“ Losses ”: Any claims, losses, liabilities, damages, demands, fines, penalties, administrative and judicial proceedings and orders, judgments, remedial action, enforcement actions of any kind, and all reasonable and documented costs and expenses incurred in connection therewith (including reasonable attorneys’ fees).

“ Market Price ”: Means the average of the Platt’s Metals Week published prices for TMO Dealer Oxide over (a) {****} or (b) {****}, as Buyer may determine annually pursuant to Section 3.3 . In the event that the basis for the Market Price currently in general use ceases to exist or ceases to be published, Seller and Buyer shall meet promptly with a view to agreeing on a new pricing basis and the date for bringing such basis into effect.

“ New York City ”: New York, New York, U.S.A.

“ Person ”: An individual, limited or general partnership, corporation, trust, limited liability company, unincorporated organization, association, joint venture or a government or agency or political subdivision or instrumentality thereof.

“{****} Percentage Increase ”: {****}.

“ Product Price ”: As defined in Section 3 .

“ Second Threshold ”: An amount calculated as follows:

US${****} per pound

x Threshold Adjustment

For clarification, (a) the Second Threshold will only be adjusted annually, which will occur within 30 days of the information necessary to calculate the applicable {****} Percentage increase becoming publicly available {****}, (b) to the extent the information necessary to calculate such adjustment is not available at the beginning of the applicable year, the adjustment will be calculated when such information becomes available and applied retroactively to the beginning of such year, and (c) in no event shall Second Threshold be less than the Floor Price.

“ Seller’s Share of Product ”: Product distributed or distributable to Nevada Moly or its Affiliates pursuant to Article 10 of the Eureka Moly LLC Agreement or otherwise constituting Products to which Nevada Moly has distribution or sale rights.

“ SGS Group ”: A group of entities associated with SGS SA, a Swiss société anonyme.

“ Sojitz Agreement ”: The Molybdenum Supply Agreement, dated August 8, 2008, between the Company and Sojitz Corporation

“ Term ”: The term of this Agreement.

“ Three-Month LIBOR ”: Means the three month LIBOR rate as published in The Wall Street Journal on the date an applicable invoice is due hereunder. If Three-Month LIBOR is not available from such source, the Three-Month LIBOR will be based on the arithmetic mean of the respective rates quoted by at least two leading reference banks selected by Seller offered to leading banks for deposits in Dollars for a period of three months in the London interbank market at or about 11:00 a.m. (London, England time) on the date an applicable invoice is due hereunder.

“ Threshold Adjustment ”: An amount calculated as follows:

1 + (Percentage {****} Increase / 2)

“ Trigger Date ” has the meaning ascribed to it under the Existing ArcelorMittal Supply Agreement.

“ United States ” or “ U.S. ” or “ U.S.A. ”: The United States of America.

“ US$ ”: Dollars.

1.2 Interpretation .

1.2.1 Unless the context of this Agreement otherwise clearly requires, (i) references to the plural include the singular, and references to the singular include the plural, (ii) references to one gender include the other gender, (iii) the words “include,” “includes” and “including” do not limit the preceding terms or words and shall be deemed to be followed by the words “without limitation,” (iv) the terms “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (v) reference to day, without the explicit qualification of “business” refers to a calendar day, (vi) references to a month, quarter, year or such other subdivision, without the explicit qualification of “fiscal”, refers to a calendar month, quarter, year or other such subdivision, respectively (vii) all references to “the date hereof,” “the date of this Agreement” or similar terms (but excluding references to the date of execution hereof) refer to the date first above written, notwithstanding that the parties may have executed this Agreement on a later date, (viii) any reference to “pounds” in this Agreement refers to pounds of molybdenum contained in the Products, and (ix) references to any Person include such Person’s respective successors, assigns, transferees, lessees, heirs, executors and administrators, whether by merger, consolidation, amalgamation, reorganization, sale of assets or otherwise.

1.2.2 Unless otherwise set forth herein, references in this Agreement to (i) any document, instrument or agreement (including this Agreement) (A) include and incorporate all exhibits, schedules and other attachments thereto, (B) include all documents, instruments or agreements issued or executed in replacement thereof and (C) mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified or supplemented from time to time in accordance with its terms and in effect at any given time, and (ii) a particular Law referenced herein means such Law as amended, modified, supplemented or succeeded, from time to time and in effect at any given time. When a reference is made in this Agreement to Articles, Sections or any other subdivision, such reference is to an Article, a Section or other subdivision of this Agreement, unless otherwise indicated. When a reference is made in this Agreement to a party or parties, such reference is to parties to this Agreement, unless otherwise indicated.

1.2.3 The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or constructions of any of the terms or provisions hereof.

2. Effectiveness; Supply and Purchase of Product .

2.1 Effectiveness . This Agreement shall have no force and effect unless the following conditions have been met:

2.1.1 AM SA, together with its Affiliates, shall have beneficial ownership of more than 11,100,000 shares of Common Stock, provided , that such required number of shares of Common Stock shall be adjusted, as appropriate, if the Company shall, at

any time after the date of this Agreement, declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock; and

2.1.2 On or prior to April 15, 2015, Buyer shall have sent written notice to Seller indicating that (i) Buyer elects to make this Agreement effective, and (ii) the condition set forth in Section 2.1.1 has been satisfied.

2.2 Supply of Product Prior to Effective Date . No obligations to supply or purchase Products under this Agreement will exist prior to the Effective Date.

2.3 Supply of Products Following Effective Date . After the Effective Date, upon the terms and subject to the conditions set forth in this Agreement, each year, Seller agrees to supply and sell to Buyer, and Buyer agrees to purchase from Seller, the lesser of (a) 3,000,000 pounds or (b) 100% of Seller’s Share of Product (less the Existing Obligations) for such year plus any TMO supplied pursuant to Section 2.10 .

2.4 Delivery Schedule; Shortfalls . Deliveries of the Products under this Agreement will be made by Seller to Buyer in approximately equal monthly installments. Buyer and Seller will reasonably cooperate with each other in connection with forecasting, ordering and delivery schedules and procedures. Without limiting the foregoing, prior to the first day of each month, Seller shall provide Buyer with the schedule for shipment of Product in the following month that commences at least 30 days after the date the schedule is provided to the Buyer. In the event that Seller does not deliver the full installment amount of Products in any given year, or shorter period for the first and last year of the Term, if this Agreement begins or ends on a date other than January 1, Buyer is entitled to demand that any available portion of the shortfall (the “ Shortfall Amount ”) be delivered in the three month(s) following the end of such year provided that (a) Seller’s Share of Product, less any amount required to be delivered pursuant to Section 2.3 or committed pursuant to the Existing Obligations, is sufficient to meet the Shortfall Amount, and (b) any Products that any third party owns or controls will not be considered available to fulfill any Shortfall Amount. In the event of such a shortfall, Seller agrees not to sell any Products to any third party, except pursuant to the Existing Obligations, without Buyer’s prior written consent unless and until any properly requested Shortfall Amount has been delivered.

2.5 Take-or-Pay . Except as set forth in this Section 2.5 , Buyer shall take delivery of Products made available by Seller in the amounts and on the terms set forth in this Agreement. Notwithstanding anything herein to the contrary, Buyer agrees that in the event that Buyer fails to take delivery of Products made available by Seller in the amounts and on the terms set forth in this Agreement, (a) Buyer will still be obligated to pay Seller with respect to such Products as though Buyer had taken delivery pursuant to the terms of this Agreement, and (b) Seller shall store such Product free of charge for 30 days after the initial delivery date. If Buyer has not taken the Products 30 days after the initial delivery date for any reason, Seller agrees to continue to store the Products without cost to Buyer if Seller reasonably has space and the availability to do without disruption of Seller’s operations. If after the initial 30 day period Seller is unable to continue to store such Products on site for Buyer without incurring additional

costs for storage containers or other third party expenses, then Buyer shall pay Seller all out-of-pocket expenses incurred by Seller related to the storage, carrying and handling of such Product. Seller shall invoice Buyer for the costs and expenses related to the handling, carrying and storing of such Product. If Seller fails to pay such invoice for a period of 60 days after the issuance of such invoice, Seller shall have the right to sell enough of the stored Product sufficient to pay such outstanding invoice. Notwithstanding the foregoing, (i) if Buyer has not taken the Products on the initial delivery date because of an Event of Force Majeure that makes it impossible for Buyer to take delivery, Seller shall store Products for Buyer without cost to Buyer for the first 60 days during the continuation of such an Event of Force Majeure, and (ii) thereafter, all such Products shall be treated as otherwise provided in this Section 2.5 .

2.6 Composition of Products . Product shall be TMO powder in bulk super sacks or other such form of TMO product manufactured by Seller that is reasonably acceptable to Buyer. No later than 30 days prior to the first day of each quarter during the Term of this Agreement, Buyer shall notify Seller of the form of Product it wishes to purchase in the following quarter. Seller shall produce the requested form of Product unless it is commercially unreasonable to produce such form of Product. If Seller determines that a requested form of Product is commercially unreasonable to produce, it will deliver TMO powder in bulk super sacks, or such other form of Product that Buyer requests that is commercially reasonable to produce. Notwithstanding the foregoing, if Buyer requests any change in the agreed form of Product supplied during any quarter, Seller shall, subject to the terms of Section 3.2 , and receipt of reasonable advance notice from Buyer, use commercially reasonable efforts to provide the new form of Product requested.

2.7 Specifications . The specifications and technical requirements of the Products to be delivered hereunder are set forth in Schedule A (the “ Specifications ”). Notwithstanding anything to the contrary, Buyer will not be required hereunder to purchase any Products which do not comply with the Specifications. Seller will, at its expense, supply a certificate confirming that each shipment of Products complies with the Specifications.

2.8 Restrictions on Sales .

2.8.1 Without the prior written consent of Seller (which shall be at the sole discretion of Seller), until the expiration or earlier termination of the Sojitz Agreement, Buyer will not (a) sell, transfer or otherwise distribute any Products within Japan, or enter into an agreement or arrangement with another party for its sale, transfer or distribution of Products within Japan, or (b) take any other action to intentionally circumvent the restriction set forth in clause (a) above.

2.8.2 Without the prior written consent of Seller (which shall be at the sole discretion of Seller), Buyer will not (a) sell, transfer or otherwise distribute any Products within the People’s Republic of China, or enter into an agreement or arrangement with another party for its sale, transfer or distribution of Products within the People’s Republic of China, or (b) take any other action to intentionally circumvent the restriction set forth in clause (a) above. Notwithstanding the foregoing, Buyer may sell, transfer or otherwise distribute Products to any of its Affiliates located within the People’s Republic of China, provided , that such Affiliates

shall not further sell, transfer or otherwise distribute any Products within the People’s Republic of China.

2.8.3 Other than stated in Sections 2.8.1 and 2.8.2 , Buyer shall be free to sell the Products delivered by the Seller to any of its Affiliate or any third party.

2.8.4 For the sake of clarity, Buyer shall be free to sell the Products through public trading platforms (such as London Metal Exchange) at any time notwithstanding limitations contained in Sections 2.8.1 and 2.8.2 .

2.9 Buyer’s Failure to Pay . Without limiting any other rights set forth in this Agreement, including the termination rights set forth in Section 5 , Seller shall have no obligation to deliver any Products to Buyer if any invoice required to be paid by Buyer pursuant to this Agreement remains unpaid for a period of sixty (60) days after the due date for such invoice, unless such invoice is being contested in good faith. In the case of a dispute, the undisputed portion of the invoice shall be paid in accordance with the terms of this Agreement and the contested portion of the invoice shall be resolved in accordance with Section 22 .

2.10 Use of Liberty Project Resources for Deficiencies . If at any time after the Effective Date, production at the Mount Hope Mine is not sufficient for Seller to deliver 3,000,000 pounds per year to Buyer, Seller will, to the extent commercially reasonable, supply any such deficiency from available TMO complying with the Specifications produced from its Liberty Project in Nye County, Nevada (the “ Liberty Project ”) that Seller does not otherwise sell to a third party. Notwithstanding the foregoing, nothing in this Agreement will prohibit Seller or any of its Affiliates from entering into any supply agreement with respect to Products produced at the Liberty Project.

3. Pricing and Payment Terms . The price payable by Buyer to Seller for Products supplied by Seller to Buyer pursuant to this Agreement (the “ Product Price ”) shall be (a) for 50% of Products delivered, equal to the Adjusted Market Price plus the Additional Product Price, if applicable; and (b) for 50% of Products delivered, equal to the Base Product Price plus the Additional Product Price, if applicable, subject to adjustment as set forth elsewhere in this Agreement.

3.1 Base Product Price . The base price payable by Buyer to Seller for Products supplied by Seller to Buyer pursuant to this Agreement (the “ Base Product Price ”) will be as follows:

3.1.1 If the Market Price is less than or equal to the Floor Price, the Base Product Price will be equal to the Floor Price; and

3.1.2 If the Market Price exceeds the Floor Price, the Base Product Price will be determined as follows:

(a) If the Market Price is less than or equal to the First Threshold, the Base Product Price will be calculated as follows:

Floor Price

+ [(Market Price – Floor Price) x {****}]

(b) If the Market Price is more than the First Threshold but less than the Second Threshold, the Base Product Price will be calculated as follows:

Floor Price

+ [(First Threshold – Floor Price) x {****}]

+ [(Market Price – First Threshold) x {****}]

Floor Price

+ [(First Threshold – Floor Price) x {****}]

+ [(Second Threshold – First Threshold) x {****}]

+ [(Market Price – Second Threshold) x {****}]

3.2 Additional Product Price . Buyer will pay an additional amount (the “ Additional Product Price ”) for Products that are supplied hereunder (as agreed to by Buyer and Seller as set forth herein) in a form other than TMO powder packaged in bulk super sacks, equal to Seller’s additional costs to (i) convert such Products from the form required to be delivered hereunder to such other form of Products, and (ii) package such other form of Product, plus {****} of such additional cost.

3.3 Determination of Market Price . No later than November 30 of each year during the term of this Agreement, Buyer will give written notice to Seller of the percentage of Product to be delivered during the following calendar year to which the pricing basis described in clause (a) of the definition of “Market Price” in Section 1.1 will apply, and the percentage of Product to be delivered during the following year to which the pricing basis described in clause (b) of the definition of “Market Price” in Section 1.1 will apply, which will aggregate 100%.

4. Deliveries and Invoices .

4.1 Delivery Point . Except as otherwise set forth herein, all Products will be delivered to the Delivery Point. The Product Price calculations provided in this Agreement are on an FCA Delivery Point basis for delivery by Seller to the Delivery Point. Title and risk in each shipment of Products will pass from Seller to Buyer upon delivery FCA Delivery Point.

4.2 Invoices .

4.2.1 On or after the earlier of Seller’s receipt of a bill of lading evidencing Buyer’s receipt of Product at the Delivery Point, and the end of each month, Seller will invoice Buyer by sending an invoice to the Competent Authority for the Product delivered

(or for which Buyer is obligated to pay pursuant to Section 2.5 during that month), and the corresponding Product Price.

4.2.2 If at the time of Seller’s receipt of a bill of lading or the end of a month, the price for the Product sold has not been determined, Seller will issue a provisional invoice based on the average Product Price of Products delivered in the prior month in which the Product Price was known (a “ Provisional Invoice ”). If a Provisional Invoice is issued, Buyer shall pay 90% of the amount of such Provisional Invoice pursuant to the terms of Section 4.2 . Seller shall issue a final invoice as soon as the correct Product Price is known, which shall set forth the difference, if any, between the amount paid pursuant to the Provisional Invoice and the correct Product Price. To the extent that the actual Product Price exceeds the amount paid pursuant to the Provisional Invoice, Buyer shall promptly pay such difference to Seller. To the extent that the actual Product Price is less than the amount paid pursuant to the Provisional Invoice, such amount shall be credited against the amount owed by Buyer on the next invoice issued by Seller to Buyer.

4.2.3 The amount shown on such invoice (or 90% of the amount in the case of a Provisional Invoice) will be due and payable by wire transfer to an account identified by Seller within {****} the issuance of the invoice. If Buyer fails to pay any invoice amount due pursuant to this Agreement on or before the applicable due date, interest on the unpaid amount at a rate per annum equal to Three-Month LIBOR plus 1.5% will accrue daily from the applicable due date until the date the unpaid amount is paid and shall be due and payable at the time when the unpaid amount is paid or otherwise within five Business Days after demand by Seller therefor.

4.3 Assaying Adjustments .

4.3.1 Buyer has the right to appoint a neutral sampler (the “ Sampler ”), approved by Seller (which approval will not be unreasonably withheld or delayed), to take samples of the Products at the Delivery Point. In the event that Buyer determines that Seller has delivered non-conforming Product which should result in an adjustment to the Product Price (an “ Assay Adjustment ”), Buyer will notify Seller in writing of such determination (along with its results of analysis of such Product) within 60 days of delivery of such Product. Buyer and Seller will appoint a mutually agreeable third party to assist in the resolution of such matter (the “ Referee ”) within 30 days of delivery of such notice. If Buyer and Seller fail to appoint the Referee within such 30-day period, SGS Group (or such other mutually agreeable third party, in the event that SGS Group or its successor ceases to exist) will appoint the Referee at either Buyer’s or Seller’s request. The Referee will analyze the sample of such Product taken by the Sampler and the closest to the Referee’s results of either the assay set forth in the notice delivered by Buyer pursuant to this Section 4.3.1 , or the assay set forth in the relevant certificate supplied by Seller pursuant to Section 2.7 will be final and binding upon Buyer and Seller, in the event of a tie the Referee results will govern.

4.3.2 The costs and expenses related to the procedures set forth in this Section 4.3 (including the costs of the Sampler) will be borne by the party whose results are furthest from the results of the Sampler. In the event that the results of the Sampler are exactly between those of Seller and the Buyer, each of Seller and the Buyer will bear 50% of any such

costs and expenses. For the purpose of the foregoing, the “results” of Seller will refer to the assay results set forth on the related invoice.

4.3.3 In the event that the final determination results in an obligation on a party to pay additional amounts or to reimburse any sum, such payment or reimbursement will be settled promptly by credit or debit notes and the invoice following the final determination shall be adjusted accordingly.

4.4 No Prejudice . Payment of an invoice by Buyer does not constitute acceptance of the Products covered by such invoice and is without prejudice to any and all claims Buyer may have against Seller in connection therewith. Buyer will have the right to accept any portion of any shipment of Products notwithstanding that it may reject the balance thereof. Acceptance by Buyer of all or any portion of a shipment of Products will not constitute a waiver of any claim which Buyer may have regarding the Products.

5. Term; Termination .

5.1 Term . The term of this Agreement will commence on the Effective Date and expire ten (10) years after the Effective Date, unless earlier terminated in accordance with the terms of this Agreement, or extended in writing by the parties.

5.2 Termination . This Agreement may be terminated by:

5.2.1 either Buyer or Seller at any time in the event of a material breach of this Agreement by the other, provided a written termination notice identifying the material breach has been given to the breaching party and the breach has not been cured within 60 days from the date of said notice; provided further that for clarification purposes any breach of Section 2.8 will be considered to be a “material breach” of this Agreement; or

5.2.2 either Buyer or Seller at any time, by written notice, in the event:

(a) of insolvency of the other;

(b) of the filing of a voluntary petition in bankruptcy of the other;

(c) of the making of an assignment for the benefit of creditors by the other, excluding assignments of accounts receivable;

(d) of the inability of the other to pay its debts as they come due;

(e) the other has a receiver or other custodian of any kind appointed to administer any substantial amount of the other’s property;

(f) of the filing of an involuntary petition in bankruptcy with respect to the other;

(g) any proceedings for the reorganization of the other, or for the readjustment of any of the other’s debts, under any laws, now or hereafter existing, for the relief of insolvent debtors, will be commenced by or against the other; or

(h) of the discontinuation of the other of its business;

5.2.3 by Buyer, in the event that after the Effective Date, Seller fails to meet the delivery requirements of Products set forth in Section 2 for a period of ninety (90) days, provided a written termination notice identifying the failure to delivery Product has been given to Seller and the failure has not been corrected within 30 days from the date such notice was given; or

5.2.4 by Seller, in the event that Buyer fails to pay any amount required to be paid by Buyer pursuant to this Agreement on or before the due date therefor under this Agreement, provided a written termination notice identifying the unpaid amount has been given to Buyer and the invoice has not been paid within 60 days from the date such notice was given.

5.3 Effect of Termination . Unless notified otherwise by Buyer, upon a termination of this Agreement, Seller will fill all outstanding obligations to supply the Products in accordance with the terms of this Agreement. Buyer will accept and pay for all conforming Products delivered in accordance herewith. Termination will be without prejudice to the rights and obligations of the parties which have accrued prior to the effective date of termination. Sections 4 , 6 and 8 through 24 , inclusive, will survive the expiration or termination of this Agreement.

6. Indemnification .

6.1 Procedure . If Buyer claims that any of the Products fail to conform with the Specifications or fail to be in compliance with all applicable laws (excluding claims relating to Assay Adjustments which will be resolved in accordance with Section 4.3 ), Buyer will notify Seller of its claim (“ Claim ”), and provide Seller with all relevant documentation of the Claim, no later than 60 days after the date of delivery of such Products. Upon receipt of a Claim, Seller will have the right to inspect such Products and all evidence of the Claim, and Seller and Buyer will attempt to reach an agreement as to whether the Claim is valid.

6.2 Remedies . If it is determined by Buyer and Seller that the Claim is valid, Seller will elect one of the following actions to remedy the failure, and will deliver notice thereof to Buyer 30 days prior to taking any such action:

6.2.1 delivering to Buyer conforming Products to replace the nonconforming Products;

6.2.2 refunding to Buyer the purchase price paid by Buyer with respect to the nonconforming Products in return provided that Seller will have the option to take possession of the nonconforming Products; or

6.2.3 applying a credit to the next purchase to be made by Buyer hereunder.

If, upon receipt of notice of the intent to take one of the actions above, Buyer instead desires Seller to take another action listed above to remedy the failure, Buyer will deliver notice of such desire to Seller. If upon delivery of such notice Buyer and Seller do not agree on the action to be taken, such matter will be resolved pursuant to the arbitration procedures set forth in Section 22 . The removal and replacement of nonconforming Products will be at Seller’s sole expense (including all costs of transportation, duties, taxes and insurance), and Seller will reimburse Buyer for all costs (including all costs incurred with respect to transportation, duties, taxes and insurance) incurred by Buyer in connection with the replacement of nonconforming Products.

If Buyer and Seller cannot agree on the validity of a Claim, such matter will be considered a Dispute and will be resolved pursuant to the procedures set forth in Section 22 .

6.3 Limitations . TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS PROVIDED HEREIN, SELLER EXPRESSLY DISCLAIMS, AND MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY TYPE, WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE OR OTHERWISE, WITH RESPECT TO THE PRODUCTS.

6.4 Indemnification by Seller . Seller will at all times defend, indemnify, protect and hold harmless Buyer and its affiliates and their directors, officers, agents, employees, participants and assigns, from and against any and all Losses arising in whole or in part out of the willful misconduct and/or negligent performance of any obligations of Seller under this Agreement; provided , however , that Seller will not be required to indemnify any indemnified Person for any Losses to the extent resulting from the misconduct or negligence of such indemnified Person.

7. Force Majeure . Neither Buyer nor Seller will be liable to the other for default or delay in the performance of its obligations hereunder when and to the extent that such default or delay is caused by order, injunction or stay entered by any court with valid jurisdiction, war, civil commotion, strike, labor dispute, work stoppage or slowdown, storm, earthquake, explosion, insurrection, epidemic or quarantine restriction, fire, flood, act of God, the inability to maintain in full force and effect all permits required to carry out planned mining operations due to intervention of government or any other similar contingency beyond the reasonable control of the parties (the occurrence of any of the foregoing will be an “ Event of Force Majeure ”); provided , however , that no Event of Force Majeure will have occurred in the event of a strike, labor dispute, work stoppage or slowdown initiated by, or involving only, workers or employees within Seller’s organization. The occurrence of an Event of Force Majeure will not terminate this Agreement, absent the written consent of the parties otherwise; provided , however , that Buyer may, at its option, terminate this Agreement if an Event of Force Majeure prevents, or

Buyer reasonably anticipates that it will prevent, Seller from meeting its obligations in whole or in substantial part under this Agreement for more than ninety consecutive days during the Term. Both Seller and Buyer will use their commercially reasonable best efforts to avoid the occurrence and remove the causes of an Event of Force Majeure and to continue performance of their respective obligations hereunder promptly following the removal of such causes. If an Event of Force Majeure prevents a party from meeting its obligations hereunder in part, but not in whole, the parties will use their commercially reasonable best efforts to equitably adjust the parties’ respective obligations hereunder consistent with and in furtherance of the purposes hereof. Should Seller invoke force majeure conditions, the Buyer will be entitled to obtain from alternative sources such Products as it reasonably requires during the period that Events of Force Majeure subsist, and the quantities Products obtained under such conditions will be deducted from the amount of Products Buyer is required to purchase hereunder.

8. Confidentiality .

8.1 During the Term, each of Buyer and Seller will be in a position to receive certain of each other’s confidential, privileged and proprietary information (“ Confidential Information ”); provided that Confidential Information excludes any information:

8.1.1 which is or becomes available to the public through no act, omission or fault of, and absent any breach of a covenant or obligation hereunder by, the party whose obligation it is to keep such information confidential;

8.1.2 which the party whose obligation it is to keep such information confidential may have received lawfully from any third party without restrictions as to disclosure thereof and without breach of this Agreement; or

8.1.3 which was developed by the party whose obligation it is to keep such information confidential without (as established by documentation or by other appropriate evidence) the use of the other party’s Confidential Information or any breach of this Agreement or any other agreement.

Seller agrees that the Confidential Information of Buyer, and Buyer agrees that the Confidential Information of Seller, is an integral and key part of the assets of each respective entity and that the unauthorized use or disclosure of the other party’s Confidential Information would seriously damage the owner thereof in its business. As a consequence of the above, Seller and Buyer hereby agree that, during the Term and thereafter:

8.2 During the term of this Agreement and until the fifth anniversary of the expiration or earlier termination of this Agreement, neither of Seller and Buyer will, directly or indirectly:

8.2.1 use any of the other party’s Confidential Information, except as may be necessary to perform its obligations hereunder; or

8.2.2 disclose, furnish or make accessible, or cause any person to disclose, furnish or make accessible, any aspect of the other party’s Confidential Information to any Person (other than the other party),

except, in either case Section 8.2.1 or 8.2.2 , as set forth in Section 8.1.2 or as may be expressly authorized by the other party in writing or as required by Law or pursuant to a court order; provided , however , that prior to any compelled disclosure, the party whose obligation it is to keep such information confidential will have given the other party notice of the circumstances relating to such compelled disclosure and an opportunity to seek an appropriate protective order with respect thereto.

8.3 Except as required by Law or pursuant to a court order, each of Seller and Buyer will:

8.3.1 use no less than the care a reasonably prudent Person would use in safeguarding his, her or its Confidential Information;

8.3.2 limit access to the other party’s Confidential Information to its employees and representatives who require access to such Confidential Information for the purposes of performing its obligations hereunder and who have agreed to be bound by the terms of this Section 8 ; and

8.3.3 refrain from any action or conduct which might reasonably or foreseeably be expected to compromise the confidential, privileged or proprietary nature of the other party’s Confidential Information.

8.4 Each of Seller and Buyer will comply with reasonable requests made by the other from time to time regarding the protection of the confidential, privileged and proprietary nature of the other party’s Confidential Information. Upon the written request of either party, the other party will promptly return to the requesting party all of the requesting party’s Confidential Information, including any and all copies and summaries thereof, in each case in any format (whether written, electronic or otherwise).

8.5 For purposes of this Section 8 , the term the “Seller” will include all Affiliates of Seller, and the term “Buyer” will include all Affiliates of Buyer. Nothing in this Section 8 will operate to prevent a party from disclosing such information as is required by applicable Law or the rules or policies of any securities exchange on which a party’s securities may be listed.

9. Waiver . The failure of any party to enforce at any time any of the provisions of this Agreement will in no way be construed to constitute a waiver of any such provision nor in any way to affect the validity of this Agreement or any part hereof, including the right of any party thereafter to enforce each and every provision. The waiver by any party of any breach or violation of any provision of this Agreement by the other parties will not operate or be construed to be a waiver of any subsequent breach or violation thereof.

10. Governing Law; Language . This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York, including Section 5-1401 of the New York General Obligation Law, applicable to agreements made and to be performed entirely within the State of New York, without giving effect to the conflict of law principles thereof that would cause the application of the laws of any jurisdiction other than the State of New York. This Agreement has been negotiated and executed

by the parties in English. In the event any translation of this Agreement is prepared for convenience or any other purpose, the provisions of the English version shall govern. For the avoidance of doubt, to the extent it would otherwise be applicable, the United Nations Convention on the International Sales of Goods shall not apply to this Agreement, and all questions of interpretation regarding the sale of any goods purchased under this Agreement shall be determined in accordance with the Uniform Commercial Code as adopted and in effect in the State of New York.

11. Notices . All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth below or to such other address as a party may designate by notice under this Section 11 , and shall be either (a) delivered by hand, (b) made by telecopy or facsimile transmission or (c) sent by Federal Express, DHL, UPS or another internationally recognized delivery service.

If to Buyer:	ArcelorMittal Purchasing SAS
	5 rue Luigi Cherubini
	La Plaine Saint-Denis
	93212 France
	Attention: General Manager Stainless Steel Raw Materials
	Facsimile: 33 1 7192 0996

If to Seller:	General Moly, Inc.
	1726 Cole Blvd.
	Suite 115
	Lakewood, CO 80401
	U.S.A.
	Attention: Chief Executive Officer
	Facsimile: +1 (303) 928-8598

With a copy to:	Holme Roberts & Owen LLP
	1700 Lincoln Street
	Suite 4100
	Denver, CO 80203-4541
	U.S.A.
	Attention: W. Dean Salter, Esq.
	Facsimile: +1 (303) 866-0200

All notices, requests, consents and other communications hereunder shall be deemed to have been given (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above; (ii) if by telecopy or facsimile transmission, on the day that receipt thereof has been acknowledged by electronic confirmation or otherwise; or (iii) if sent by internationally recognized delivery service, on the day of actual receipt.

12. Rules of Construction . The parties hereto agree that they have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore,

waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

13. Assignment; No Benefit . This Agreement will be binding upon, inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties. This Agreement may not be assigned or otherwise transferred by Buyer or Seller without the prior written consent of the other; provided that Buyer may, without the consent of Seller, assign its rights and obligations under this Agreement to an Affiliate of Buyer. Buyer hereby acknowledges that any proposed assignment by Buyer to any other party, by operation of law or otherwise, is subject to Seller’s consent, which will be in Seller’s sole discretion and may be conditioned upon amendment to the payment terms set forth herein. Except as expressly contemplated by Section 6.4 , nothing in this Agreement shall be construed to create any rights or obligations except between the parties, and no Person shall be regarded as a third-party beneficiary of this Agreement.

14. Relationship of the Parties . It is understood that each party is conducting business as a separate and distinct legal entity. Under no circumstances will any party, its agents and/or employees be considered agents, partners, representatives or employees of the other parties. No party will have the right to act as the legal representative of the other parties or to bind such other parties in any respect whatsoever or to incur any debts or liability in the name of or on behalf of such other parties. This Agreement creates no relationships of joint venturers, partners, associates or principal and agent between the parties.

15. Severability . The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party or to any circumstance, is adjusted by a governmental body, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties agree that the governmental body, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

16. Taxes and Expenses . Except as expressly provided herein, each party will be responsible for payment of all taxes, if any, imposed upon it by applicable Law in connection with this Agreement; provided , that with respect to any new or increased taxes that come into effect due to changes in Law after the date of this Agreement, Seller will only be responsible for the portion of such taxes that are commonly borne by suppliers of Products in the industry. Each party will pay all of its own administrative expenses, including the fees and expenses of its counsel and other agents and representatives, incurred in connection with the preparation, execution and performance of this Agreement. Notwithstanding any provision in this Agreement, Seller will deduct and withhold any and all amounts required by applicable Law to be withheld and paid to any taxing authority in respect of any payments to be made to Buyer. In no event will Seller pay any “additional amounts” or “gross-up” payments to Buyer in order to compensate Buyer for any reduction in the net after-tax proceeds it receives as a result of any amounts required by applicable Law to have been deducted and withheld by Seller.

17. Currency . All references to dollars or amounts of money in this Agreement will be in Dollars.

18. Counterparts . This Agreement may be executed in counterparts (including by facsimile or similar means of electronic communication), each of which shall be deemed an original and all of which together shall constitute one agreement. This Agreement may be executed by facsimile signatures.

19. Entire Agreement . This Agreement, including schedules, exhibits or other documents referred to herein, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.

20. Amendment . The terms and provisions of the Agreement may be modified, amended or waived, or consent for the departure from such terms and provisions may be granted, only by written consent of Seller and Buyer. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

21. Waiver of Jury Trial . Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby.

22. Dispute Resolution . All disputes between the parties arising out of, relating to or in connection with this Agreement (a “ Dispute ”) and not otherwise settled by agreement between the parties shall be exclusively and finally settled in accordance with Schedule C .

23. Limitation of Liability . UNDER NO CIRCUMSTANCES WILL SELLER OR BUYER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES HEREUNDER OR IN CONNECTION HEREWITH.

24. Remedies Cumulative . All remedies available to the parties for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

25. Safety, Health and the Environment .

25.1 Safety at work, in particular safety of the parties and their personnel and those of their visitors, is a priority for the parties. Each party fully endorses these policies and adopts them as its own, in so far as they relate to the performance of its obligations under this Agreement.

25.2 Each party’s staff shall comply with the relevant safety rules of applicable Law, including those related to protective clothing and safety equipment and any local rules applicable to the plants.

25.3 Each party reserves the right to refuse access to any of its facilities to any of the other party’s staff or those of its sub-contractors and suppliers for failure to comply with safety, health and environmental rules.

25.4 Seller shall not bring any radioactive, materials or equipment onto Seller’s premises (but accepts no liability in relation to risk of such contamination by third parties, the transporter, or other causes beyond its reasonable control).

25.5 Without prejudice to the generality of its obligations under this clause, each party shall use all practicable and reasonable means to:

25.5.1 prevent or counteract the unlawful emission of any hazardous and/or radioactive substance from the Products loaded hereunder;

25.5.2 avoid the unlawful discharge from the Products as loaded hereunder into any drains or other conducting media of any hazardous and/or radioactive substance;

25.5.3 prevent the unlawful generation, accumulation or migration of any hazardous and/or radioactive substance from the Products loaded hereunder; and

25.5.4 prevent any environmental claims arising, or any circumstances arising likely to result in any environmental claims, resulting from or caused by the condition of Products as loaded hereunder,

in so far as such hazardous and/or radioactive substance is, or should be, under the control of such party pursuant to this Agreement.

26. No Fraud; No Corruption . Each party shall take all necessary steps, in accordance with good industry practice, to prevent any fraudulent activity by such party (including its employees) in connection with invoicing or payment pursuant to this Agreement. Each party shall notify the other immediately if it has discovered that any such fraud has occurred or is occurring. No party has offered or given, or agreed to give, to any employee, servant or representative of the other party any personal gift, commission or other consideration of any kind as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution or performance of this Agreement.

27. Relationship to Hanlong Supply Agreement . The parties agree and acknowledge that this Agreement is not, and shall not constitute, an “Existing Obligation” as such term is defined in the Hanlong Supply Agreement.

28. Joint and Several Liability . The Company and Nevada Moly shall be jointly and severally liable for Seller’s obligations under this Agreement.

29. Entry into Other Supply Agreements . If, (i) during the Term, Seller enters into any other agreement or series of related agreements (a) pursuant to which Seller agrees to supply molybdenum products from the Mount Hope Mine to a third party prior to the Trigger Date or (b) having a term of one year or more pursuant to which Seller agrees to supply molybdenum products from the Mount Hope Mine after the Trigger Date, and in either case such agreement contemplates a floor price that is more than US$0.50 per pound lower than the Floor Price in effect in any month during the Term, or (ii) during the Term, Seller enters into a new agreement with China Han Long Mining Development Limited, or its Affiliates, or amends the Hanlong Supply Agreement, in either case to provide more favorable financial terms than this Agreement, then Seller will promptly provide Buyer notice thereof together with a copy of such agreement(s). Within 30 days of delivery of such notice, Buyer may, at its option, deliver written notice to Seller of its desire to amend this Agreement to provide for the same monthly floor price and all other financial terms and conditions as such new agreement(s), and the parties agree to cooperate promptly and in good faith to prepare and execute such amendment. If the parties are unable to do so within 60 days after delivery of Buyer’s notice of its desire to amend this Agreement, such matter will be resolved pursuant to the procedures set forth in Section 22 .

[Signature page follows]

The parties have executed this Agreement as of the date first above written.

SELLER:

	GENERAL MOLY, INC.


	By:	/s/ Bruce D. Hansen
	Name:	Bruce D. Hansen
	Title:	Chief Executive Officer


	NEVADA MOLY, LLC


	By:	/s/ Bruce D. Hansen
	Name:	Bruce D. Hansen
	Title:	Chief Executive Officer

[SIGNATURE PAGE OF EXTENSION MOLYBDENUM SUPPLY AGREEMENT]

BUYER:

	ARCELORMITTAL PURCHASING SAS


	By:	/s/ Davinder Chugh
	Name:	Davinder Chugh
	Title:	Member Group Mgt Board

[SIGNATURE PAGE OF EXTENSION MOLYBDENUM SUPPLY AGREEMENT]

SCHEDULE A
(to Extension Molybdenum Supply Agreement)

Technical Molybdic Oxide, Western Grade

SPECIFICATION MOLYBDENUM OXIDE

Mo	{****}

Cu	{****}

S	{****}

C	{****}

P	{****}

Si	{****}

Pb	{****}

A-1

SCHEDULE B
(to Extension Molybdenum Supply Agreement)

Existing Obligations

1.		Molybdenum Supply Agreement, dated March 4, 2010, among the Company, Nevada Moly, China Han Long Mining Development Limited, a Hong Kong corporation and Hanlong (USA) Mining Investment, Inc., a Delaware corporation.

2.		Molybdenum Supply Agreement, dated May 14, 2008, between the Company and SeAH Besteel Corporation.

3.		Molybdenum Supply Agreement, dated August 8, 2008, between the Company and Sojitz Corporation.

B-1

SCHEDULE C
(to Extension Molybdenum Supply Agreement)

Dispute Resolution

1. All Disputes not otherwise settled by agreement between the parties shall be finally settled by binding arbitration under the Rules of Arbitration (the “ Rules ”) of the International Chamber of Commerce (the “ ICC ”) by arbitrators appointed in accordance with the Rules then in effect, except to the extent the Rules conflict with the provisions of this Schedule C , in which event the provisions of this Schedule C shall control. The parties specifically agree that any time before the Tribunal has been appointed, a party may seek a preliminary injunction or other interim relief before a court of competent jurisdiction to the extent necessary to preserve the status quo or to preserve a party’s ability to obtain meaningful relief pending the outcome of the arbitration under this Schedule C .

2. In the event of any Dispute and before arbitration may be commenced, upon notice by any party to the other party to such Dispute (the “ Dispute Negotiation Notice ”), such Dispute must immediately be referred to one representative of the executive management of Seller designated by Seller and one representative of the executive management of Buyer designated by Buyer, who must be authorized to settle the Dispute. Such representatives must promptly meet in a good faith effort to resolve the Dispute. If the representatives so designated do not resolve the Dispute within ten (10) Business Days after the delivery of the Dispute Negotiation Notice, the Dispute will be exclusively and finally resolved by binding arbitration as described in this Schedule C .

3. The arbitration shall be conducted before a panel of three arbitrators, each of whom must be fluent in English, have experience in the mining industry in the United States, and be neutral and independent of the parties to the Dispute (the “ Tribunal ”). The claimant shall appoint one arbitrator and the respondent must appoint one arbitrator, as provided in the Rules. The third arbitrator shall be selected by the two arbitrators so appointed; provided that if the two arbitrators so appointed fail to select the third arbitrator within thirty (30) days after the date on which the second of such two arbitrators is appointed, then the third arbitrator shall be appointed by the ICC Court. The third arbitrator, regardless of how selected, shall chair the Tribunal.

4. The place of arbitration shall be New York, New York. The arbitration shall be conducted in English; provided that (i) any party thereto, at its cost, may provide for the translation of the proceedings into a language other than English, and (ii) any party thereto may elect to submit documents or other information to the Tribunal in English, (iii) any witness whose native language is not English may elect to give testimony in English or in such witness’s native language, with simultaneous interpretation into English if such testimony is given in such native language. If simultaneous interpretation is so made, the interpreter will be appointed by the Tribunal. Each party to any arbitration or its legal counsel may also hire an interpreter at such party’s own expense, and may participate in the examination and cross-examination of witnesses at any hearing.

5. Unless the Tribunal orders an earlier date or the parties to the arbitration otherwise agree, not less than thirty (30) days before the beginning of the evidentiary hearing, each party to the arbitration shall submit to the other parties to the arbitration the

C-1

documents that it may use at the hearing and a list of the witnesses whom such party may call at the hearing.

6. The Tribunal shall have no authority to award any indirect, incidental, special, consequential, or punitive damages, and each party irrevocably waives its right to recover any such damages.

7. The decision of the Tribunal will be final and binding. Any award made in the arbitration will be enforceable in any court of competent jurisdiction, including without limitation in any jurisdiction where one or more of the parties is domiciled or has assets. For purposes of an action for recognition or enforcement of the award, each party irrevocably waives any objection that it might have to personal jurisdiction in the courts of a jurisdiction where one or more of the parties is domiciled or has assets.

8. Notwithstanding the pendency of any arbitration, the obligations of the parties under this Agreement will remain in full force and effect; provided that no party will be considered in default under this Agreement (except for defaults for the payment of money) during the pendency of an arbitration specifically relating to the default. Each party to any arbitration must bear its own costs and expenses in connection with such arbitration, unless the Tribunal determines otherwise.

The parties shall use their commercially reasonable efforts to encourage the Tribunal to enter a final award resolving the Dispute within 180 days from the appointment of the Tribunal. Notwithstanding any provision to the contrary in this Schedule C , the parties to any arbitration under this Schedule C may agree at any time to discontinue and terminate such arbitration.

C-2

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bruce D. Hansen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of General Moly, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a—15(f) and 15d—15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: July 30, 2010

By:	/s/ Bruce D. Hansen
Name:		Bruce D. Hansen
Title:		Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David A. Chaput, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of General Moly, Inc.;

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: July 30, 2010

By:	/s/ David A. Chaput
Name:		David A. Chaput
Title:		Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Bruce D. Hansen, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of General Moly, Inc. for the quarter ended June 30, 2010 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of General Moly, Inc.

Dated: July 30, 2010

By:	/s/ Bruce D. Hansen
Name:		Bruce D. Hansen
Title:		Chief Executive Officer
(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, David A. Chaput, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of General Moly, Inc. for the quarter ended June 30, 2010 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of General Moly, Inc.

Dated: July 30, 2010

By:	/s/ David A. Chaput
Name:		David A. Chaput
Title:		Chief Financial Officer