General Moly, Inc (Form: 10-Q, Received: 05/02/2011 12:55:23)

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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 March 31, 2011

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 of incorporation or organization)		(I.R.S. Employer 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 issuer’s common stock as of April 28, 2011, was 90,739,304.

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		Page
Part I

ITEM 1.	FINANCIAL STATEMENTS	3

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29

ITEM 4.	CONTROLS AND PROCEDURES	31

Part II

ITEM 1.	LEGAL PROCEEDINGS	31

ITEM 1A.	RISK FACTORS	32

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	33

ITEM 4.	REMOVED AND RESERVED	33

ITEM 5.	OTHER INFORMATION	33

ITEM 6.	EXHIBITS	33

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

(In thousands, except par value amounts)

	March 31, 2011 (Unaudited)			December 31, 2010
ASSETS:
CURRENT ASSETS
Cash and cash equivalents	$	64,226		$	53,571
Deposits, prepaid expenses and other current assets	86			148
Total Current Assets	64,312			53,719
Mining properties, land and water rights — Note 4	135,354			133,093
Deposits on project property, plant and equipment	68,369			68,363
Restricted cash held for electricity transmission	12,005			12,005
Restricted cash held for reclamation bonds	1,133			1,133
Non-mining property and equipment, net	965			1,045
Debt issuance costs	1,318			887
Other assets	2,994			2,994
TOTAL ASSETS	$	286,450		$	273,239
LIABILITIES, CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST AND EQUITY:
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	1,396		$	4,138
Accrued advance royalties	8,950			9,500
Current portion of long term debt	10,405			194
Total Current Liabilities	20,751			13,832
Provision for post closure reclamation and remediation costs	559			571
Deferred gain	500			215
Accrued advance royalties	8,950			8,950
Accrued payments to Agricultural Sustainability Trust	4,000			4,000
Long term debt, net of current portion	280			10,481
Total Liabilities	35,040			38,049

COMMITMENTS AND CONTINGENCIES — Note 10
CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST	98,753			98,753

EQUITY
Common stock, $0.001 par value; 200,000,000 shares authorized, 90,690,011 and 85,353,473 shares issued and outstanding, respectively	91			85
Additional paid-in capital	254,887			234,517
Accumulated deficit before exploration stage	(213		)	(213		)
Accumulated deficit during exploration and development stage	(102,108		)	(97,952		)
Total Equity	152,657			136,437
TOTAL LIABILITIES, CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST AND EQUITY	$	286,450		$	273,239

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						Exploration
	March 31,			March 31,			Stage) to March
	2011			2010			31, 2011
REVENUES	$	—		$	—		$	—
OPERATING EXPENSES:
Exploration and evaluation	169			127			38,302
Write downs of development and deposits	—			—			5,416
General and administrative expense	3,938			2,719			63,465
TOTAL OPERATING EXPENSES	4,107			2,846			107,183
LOSS FROM OPERATIONS	(4,107		)	(2,846		)	(107,183		)
OTHER INCOME / (EXPENSE)
Interest and dividend income	11			1			4,052
Interest expense	(60		)	—			(224		)
TOTAL OTHER INCOME / (EXPENSE), NET	(49		)	1			3,828
LOSS BEFORE INCOME TAXES	(4,156		)	(2,845		)	(103,355		)
Income Taxes	—			—			—
CONSOLIDATED NET LOSS	$	(4,156	)	$	(2,845	)	$	(103,355	)
Less: Net loss attributable to contingently redeemable noncontrolling interest	—			—			1,247
NET LOSS ATTRIBUTABLE TO GENERAL MOLY, INC.	$	(4,156	)	$	(2,845	)	$	(102,108	)
Basic and diluted net loss attributable to General Moly per share of common stock	$	(0.05	)	$	(0.04	)
Weighted average number of shares outstanding — basic and diluted	90,372			72,546

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
	Three Months Ended						Stage) to
	March 31,			March 31,			March 31,
	2011			2010			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(4,156	)	$	(2,845	)	$	(103,355	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization	91			89			1,323
Interest expense	60			—			224
Equity compensation for employees and directors	1,039			431			16,138
Decrease (increase) in deposits, prepaid expenses and other	62			(5		)	6
(Decrease) increase in accounts payable and accrued liabilities	(3,292		)	(1,191		)	166
(Decrease) increase in post closure reclamation and remediation costs	(12		)	(25		)	350
Services and expenses paid with common stock	—			—			1,990
Repricing of warrants	—			—			965
Write downs of development and deposits	—			—			5,416
(Increase) in restricted cash held for electricity transmission	—			—			(12,005		)
Net cash used by operating activities	(6,208		)	(3,546		)	(88,782		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase and development of mining properties, land and water rights	(2,272		)	(2,772		)	(110,979		)
Deposits on property, plant and equipment	(6		)	(17,788		)	(68,090		)
Proceeds from option to purchase agreement	285			100			500
Purchase of securities	—			—			(137		)
Increase in restricted cash held for reclamation bonds	—			—			(642		)
Payments for the purchase of equipment	—			—			(1,548		)
Cash provided by sale of marketable securities	—			—			246
Net cash used by investing activities	(1,993		)	(20,460		)	(180,650		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock, net of issuance costs	19,337			56			227,644
Net (decrease) increase in leased assets	(50		)	(47		)	280
(Increase) in debt issuance costs	(431		)	—			(1,318		)
Proceeds from debt	—			—			10,000
Cash proceeds from POS-Minerals Corporation	—			—			100,000
Cash paid to POS-Minerals Corporation for purchase price adjustment	—			—			(2,994		)
Net cash provided by financing activities	18,856			9			333,612
Net increase (decrease) in cash and cash equivalents	10,655			(23,997		)	64,180
Cash and cash equivalents, beginning of period	53,571			48,614			46
Cash and cash equivalents, end of period	$	64,226		$	24,617		$	64,226
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Equity compensation capitalized as development	$	(34	)	$	267		$	6,166
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
Accrued portion of deposits on property, plant and equipment	—			(5,411		)	—
Accrued portion of advance royalties	—			—			17,900
Accrued portion of payments to the Agricultural Sustainability Trust	—			—			4,000

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 CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF BUSINESS

General Moly, Inc. (“we”, “us”, “our”, “Company”, or “General Moly”) is a Delaware corporation originally incorporated as General Mines Corporation on November 23, 1925. We have gone through several name changes and 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 United States 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 exploration and evaluation activities on our Liberty molybdenum property (“Liberty Property” formerly referred to as the Hall-Tonopah Property) in Nye County, Nevada.

The Mt. Hope LLC. 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 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. The ownership interests and/or required contributions under the LLC Agreement can change as 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 (i) the receipt of major operating permits for the Mt. Hope Project, (ii) confirmation that the Record of Decision (“ROD”) from the United States Bureau of Land Management (“BLM”) for the Mt. Hope Project has become effective, and (iii) any administrative or judicial appeals with respect thereto are final. We are currently targeting the effectiveness of the ROD and the satisfaction of the other ROD Contribution Conditions to occur six to nine months after publication of the Draft Environmental Impact Statement (“DEIS”) in the Federal Register, which we expect to occur in the second or third quarter of this year. However, 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 other ROD Contribution Conditions to be delayed. Once the ROD is effective and financing is in place, we expect that production will occur approximately 20 months following initiation of project construction.

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 Mt. Hope 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%.

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contributions to the LLC, with no corresponding reduction in POS-Minerals’ ownership percentage. Based on our current plan and assuming POS-Minerals has made its additional $56.0 million contribution, a payment to POS-Minerals of $36.0 million will be due 20 days after the commencement of commercial production, as defined in the LLC Agreement. If POS-Minerals does not make its additional $56.0 million contribution when due, no return of contributions is required by us. Our wholly-owned subsidiary and 80% owner of the LLC, Nevada Moly, 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, 2010, the aggregate amount of deemed capital contributions of both parties was $880.0 million.

Furthermore, the LLC Agreement permits POS-Minerals to put its interest in the LLC to Nevada Moly after a change of control of Nevada Moly or the Company, as defined in the LLC Agreement, followed by a failure to use standard mining industry practice in connection with development and operation of the Mt. Hope Project as contemplated by the parties for a period of twelve consecutive months. If POS-Minerals puts its interest, Nevada Moly or its transferee or surviving entity 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. POS-Minerals’ share of such development costs amounted to approximately $34.6 million as of March 31, 2011. 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 AND CAPITAL REQUIREMENTS

Our consolidated cash balance at March 31, 2011, was $64.2 million compared to $53.6 million at December 31, 2010. 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 for constructing and placing the Mt. Hope Project into commercial production. Funding requirements for working capital needs beyond the capital costs of the Mt. Hope Project will require additional resources. There can be no assurance that the Company will be successful in raising additional financing in the future on terms acceptable to the Company or at all.

Securities Purchase Agreement with Hanlong (USA) Mining Investment Inc.

On March 4, 2010, we signed a Securities Purchase Agreement (the “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 $80.0 million. The share issuance is part of a larger transaction that includes the commitment by Hanlong to use its commercially reasonable efforts to procure a $665.0 million bank loan for the Company (the “Term Loan”) from a prime Chinese bank that

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will be guaranteed by an affiliate of Hanlong, a $20.0 million bridge loan (the “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.

The 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 $80.0 million, of approximately 27.6 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 outstanding common stock at the time the transaction was announced. Fully diluted is defined as all of our outstanding common stock plus all outstanding options and warrants, whether or not currently exercisable.

On July 30, 2010, the Company and Hanlong executed an amendment to the Purchase Agreement extending the deadline for obtaining Chinese government approvals by two months to October 13, 2010, as well as extending the Company’s deadline for publishing its DEIS and receiving its ROD to February 28, 2011, and November 30, 2011, respectively. Hanlong received Chinese government approvals for equity investment from the National Development and Reform Commission and the Ministry of Commerce (“MOFCOM”) on October 8, 2010, and October 12, 2010, respectively. Hanlong filed the MOFCOM approval with the State Administration of Foreign Exchange on October 12, 2010, fulfilling Hanlong’s Chinese government approval obligations.

On October 26, 2010, the Company and Hanlong executed an amendment to the Purchase Agreement setting the closing of Hanlong’s purchase of the first tranche of equity in the Company on December 20, 2010. The parties agreed that the publication of the Mt. Hope Project’s DEIS was no longer a condition precedent to Hanlong’s first tranche equity investment. Timely publication of the DEIS does, however, remain a requirement of the entire agreement, and, in conjunction with this amendment, the required date for DEIS publication has been extended to May 31, 2011, from February 28, 2011. See “ Break Fees” below for discussion of the potential penalties incurred if DEIS publication occurs after May 31, 2011 and certain termination rights of Hanlong.

On December 20, 2010, Hanlong completed the purchase of 12.5% of our fully-diluted shares, or approximately 11.8 million shares (“Tranche 1”) for $40.0 million, or approximately $3.38 per share, following satisfaction of certain conditions, including receipt of stockholder approval of the equity issuances in connection with the transaction, 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 NYSE Amex and absence of certain defaults.

The second tranche (“Tranche 2”), which is anticipated to involve the purchase of approximately 15.8 million additional shares, will be for a purchase price of an additional $40.0 million, or approximately $2.53 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 operations for the Mt. Hope Project (the “POO”) by the BLM, and the completion of documentation for and satisfaction of conditions precedent to lending under the Term Loan, described below. The Purchase Agreement may be terminated by either party (provided the terminating party is not in default) if the closing of Tranche 2 has not occurred by December 31, 2011, subject to extension under specified circumstances to March 31, 2012.

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 the Mt. Hope Project under certain circumstances, and on or before the date of commercial production, 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 $9.0 million.

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to give its assurances about the availability of the Term Loan. The Company agreed to pay $5.0 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 $5.0 million if the Purchase Agreement is terminated and the Company has violated the “no-shop” provisions of the Purchase Agreement. The break fees may also be increased in other circumstances not to exceed an additional $3.0 million if the Company requests and Hanlong grants certain extensions of deadlines concerning the DEIS, and up to an additional $2.0 million if the Company requests and Hanlong grants certain extensions concerning the ROD. Further to the break fees, the Company must pay a $2.0 million fee to Hanlong at the granting of an extension concerning the ROD, and such fee will 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.

On April 26, 2011, the Company notified Hanlong that it did not anticipate publication of the DEIS prior to May 31, 2011, to obtain the DEIS Condition Extension to August 31, 2011. If the DEIS is not obtained by August 31, 2011, Hanlong may terminate the Purchase Agreement. If the Purchase Agreement is terminated for failure to obtain the publication of the DEIS by August 31, 2011, the Company will be subject to an additional break fee to Hanlong of $1.0 million per month following May 31, 2011, up to $3.0 million, as outlined above.

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 $665.0 million with a term of at least 14 years after commercial production begins at the Mt. Hope Project. The Term Loan will bear interest at a rate tied to the London Interbank Offered Rate (“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 yet 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 Term Loan. When funds can be drawn by the Company under the Term Loan, the Company will pay a $15.0 million arrangement fee to Hanlong who will pay fees and expenses associated with the Term Loan before the Term Loan Closing, including those charged by the Chinese bank.

Bridge Loan

Hanlong has also agreed to provide a $20.0 million Bridge Loan to the Company which will be available in two equal $10.0 million tranches. On April 28, 2010, we drew down the first tranche in the amount of $10.0 million. The second loan tranche became 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 and remains undrawn by the Company as of March 31, 2011. 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, or March 31, 2012. The outstanding balance of the Bridge Loan and related accrued interest are recorded as a current liability as of March 31, 2011. 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.

Stockholder Agreement

In connection with the Tranche 1 closing, Hanlong signed a Stockholder Agreement with the Company that limits Hanlong’s future acquisitions of our common stock, provides for designation of up to two directors to our Board, and places some restrictions on Hanlong’s voting and disposition of our shares.

After the Tranche 1 closing, Hanlong became entitled to nominate one director to our Board, which right will remain in place so long as it maintains at least a 10% fully diluted interest in the Company. Hanlong nominated

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Hui (Steven) Xiao to serve on our Board, and Mr. Xiao was appointed as a director in February 2011. Additionally, Hanlong became entitled to nominate a member to replace one of Nevada Moly’s members on the LLC management committee. Hanlong nominated Nelson Chen, and he was appointed to the management committee in December, replacing David Chaput, of Nevada Moly. The Hanlong nominee may serve on the LLC committee until the earlier of the expiration or termination of the Hanlong guaranty, following the closing of the Term Loan, or rejection of the Term Loan. After the Tranche 2 closing, and so long as Hanlong retains fully-diluted stock ownership of at least 20%, Hanlong will be entitled to nominate a second director. The Company has agreed to assure that each Hanlong nominee is included in the Board’s slate of nominees submitted to our stockholders, subject to the Board’s fiduciary obligations and compliance by the nominee with applicable law and Company requirements concerning disclosure of information. The Hanlong nominees may also serve on committees for which they are eligible.

Hanlong has also agreed not to purchase additional shares, except as permitted by the Purchase Agreement, without the Company’s prior consent following the Tranche 1 closing, and has agreed that it will not solicit proxies, join a group with respect to our equity securities, solicit or encourage an offer from another person for the Company, call a meeting of the Company’s stockholders or make a proposal to the Company’s stockholders, except to the Board. If our Board receives an offer for the Company, for its assets or a merger that the Board determines is in the best interests of the Company’s stockholders, Hanlong is required to vote in favor of such a transaction or tender its shares unless it proposes an alternative transaction that our Board determines is more favorable to our stockholders than the offer received.

Under the Stockholder Agreement, Hanlong may not, without the prior written consent of the Board, transfer ownership in the securities if the recipient would acquire beneficial ownership of more than 5% of our common stock as of the date of such transfer. The restrictions on Hanlong’s share ownership, voting, disposition and drag-along rights will terminate on the earlier of the time that Hanlong owns less than 10% of our Common Stock, the date that is 6 months after the date that commercial production begins at the Mt. Hope Project, and June 30, 2014.

The equity issuance of the Company’s common stock to Hanlong was subject to stockholder approval and was voted on and approved in connection with the Company’s annual meeting of stockholders in May 2010.

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. Engineering efforts related to the Mt. Hope Project, approximately 60% complete, have been largely suspended pending the completion of financing and approval of the DEIS.

As of March 2009, the Company had purchase orders for mining and milling process equipment. Some orders for mining equipment were cancelled, while orders for electric shovels and haul trucks were modified to become cancellable or non-binding. Most equipment orders for the custom-built grinding and other milling process equipment are being 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 rapidly restart the Mt. Hope Project development. The Company completed negotiations with other equipment manufacturers to suspend or terminate fabrication of other milling equipment.. As funding becomes available and equipment procurement is restarted, agreements that were suspended or terminated will be renegotiated under new market terms and conditions, as necessary.

Based on our current plan, expected timetable, and the results of such negotiations, we expect to make additional payments of approximately $1.4 million under milling process equipment orders through the end of 2011, and $14.0 million in 2012. 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 in 2009 and 2010, and are forecasted to occur in 2011 and early 2012. This strategy should 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.

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ongoing costs, combined with the $15.4 million in process equipment commitments noted above and the $17.9 million in construction royalty advances described in Note 10, comprise the spending requirements the Company has in place through the end of 2012. Based on our current cash on hand and this ongoing cash conservation plan, the Company expects it will have adequate liquidity for operations through the end of 2011 and into 2012 without accessing new sources of financing. We plan to restart engineering and procurement efforts during 2011 as key milestones in the permitting process are reached.

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, 2010, filed with the Securities and Exchange Commission (“SEC”) on March 2, 2011.

This summary of significant accounting policies is presented to assist in understanding the 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 financial statements.

Accounting Method

Our 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 March 31, 2011, the consolidated financial statements include all 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 March 31, 2011, the LLC had no net operating expenses and therefore the Consolidated Statement 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 (“CRNCI”)

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 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 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 Mt. Hope Project as contemplated by the parties for a period of twelve months after December 31, 2010. As such, the CRNCI has continued to be shown as a separate caption between liabilities and equity (mezzanine section). The carrying value of the CRNCI reflects the investment of the noncontrolling interest, less losses attributable to the interest.

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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 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 $60.0 million in U.S. Treasury securities at March 31, 2011.

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 (“BFS”) 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.

Basic and Diluted 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 1,000,000 and 7,455,434 shares of common stock, options to purchase 2,518,323 and 2,949,989 shares of common stock, and unvested stock awards totaling 388,182 and 218,154 at March 31, 2011, and 2010, respectively, and 806,936 and 520,889 shares under Stock Appreciation Rights (“SARs”) at March 31, 2011, and 2010, respectively, were not included in the computation of diluted loss per share for the three months ended March 31, 2011, and 2010, respectively, because to do so would have been anti-dilutive. 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

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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 — four to ten 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 to twenty seven and one-half years. At March 31, 2011 and 2010, accumulated depreciation and amortization was $1.1 and $0.7 million, respectively, of which $0.8 and $0.5 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.

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 United States Environmental Protection Agency (“EPA”) 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, 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.”

Debt Issuance Costs

The Company has capitalized certain costs incurred in direct pursuit of the Term Loan. These costs will be amortized over the life of the Term Loan once it has been obtained.

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Comprehensive Loss

For the three months ended March 31, 2011, and 2010, the Company’s comprehensive loss was equal to the respective net loss for each of the periods presented.

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 March 31, 2011, and December 31, 2010 (in thousands):

	At March 31, 2011		At December 31, 2010
Mt. Hope Project:
Development costs	$	91,867	$	89,602
Mineral, land and water rights	10,253		10,253
Advance Royalties	22,600		22,600
Total Mt. Hope Project	124,720		122,445
Total Liberty Property	9,745		9,749
Other Properties	889		889
Total	$	135,354	$	133,093

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 was made in January, 2011, 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. The book value of the Company’s investment in the Turner Gold property is approximately $800,000.

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 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. The Company has no book value in the Margaret property. It was determined in 2005 that the Margaret property did not represent a feasible project. All costs associated with the project were expensed at that time.

Development costs and Deposits on project property, plant and equipment

Development costs of $91.9 million include hydrology and drilling costs, expenditures to further the permitting process, capitalized salaries, project engineering costs, and other expenditures required to fully develop

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the Mt. Hope Project. Deposits on project property, plant and equipment of $68.4 million represent ongoing progress payments on equipment orders for the custom-built grinding and milling equipment, related electric mill drives, and other processing equipment that require the longest lead times.

Restricted Cash held for Electricity Transmission

The LLC has pre-paid $12.0 million into an escrow arrangement for electricity transmission services. The amount represents security on a transmission contract that will provide power to the Mt. Hope Project, and is accounted for as restricted cash. All amounts escrowed are to be returned to the Company on December 1, 2015, in the event that electricity transmission at the Mt. Hope Project has not commenced or at the time the agreement is cancelled by the Company.

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

During the three months ended March 31, 2011, we issued 150,714 shares of common stock pursuant to stock awards under the 2006 Equity Incentive Plan.

At March 31, 2011, we had warrants outstanding totaling 1,000,000, which 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.

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 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 March 31, 2011, and 2010, 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 owner (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 number of shares that may be issued under the plan by 4,500,000 shares to 9,600,000 shares. The 2006 Plan authorizes the Board, or a committee of the Board, to issue or transfer up to an aggregate of 9,600,000 shares of common stock (excluding 430,000 shares that remained from the 2003 Plan), of which 4,149,584 remain available for issuance. Awards under the 2006 Plan may include incentive stock options, non-statutory stock options, restricted stock units, restricted stock awards, and stock appreciation rights (“SARs”).

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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 newly issued 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 March 31, 2011, there was $2.1 million of total unrecognized compensation cost related to share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 2.0 years.

Stock Options and Stock Appreciation Rights

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 closing stock price on the date of grant. Both award types vest over a period of zero to three years, or upon achievement of performance measures, 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, probability of performance, 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	0.67 – 4.96	%***
Volatility **	86 - 96	%***
Dividend Yields	—
Weighted Average Fair Value of Stock Options Granted During the Three Months Ending March 31, 2011	None
Weighted Average Fair Value of SARs Granted During the Three Months ended March 31, 2011	None

* 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 and other relevant factors.

***The interest rate and volatility used by the Company in calculating stock compensation expense represent the values in effect at the date of grant for all awards. These values are periodically updated for stock appreciation rights which may be settled in cash to reflect the current market conditions.

At March 31, 2011, the aggregate intrinsic value of outstanding and exercisable (fully vested) options and SARs was $3.4 million and had a weighted-average remaining contractual term of 2 years. The total intrinsic value of options exercised during the three months ended March 31, 2011 was $0.2 million.

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. Time based grants for officers and employees generally vest and stock is received without restriction to the extent of one-third of the granted stock for each year following the date of grant. Also, time based grants were offered to certain employees in connection with the cash conservation plan and vested over a period of approximately 19 months. 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 of Directors that vested over time

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were recognized over the vesting period of one to two years. Stock 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 three months ended March 31, 2011, the weighted average grant-date fair value of Stock Awards was nil.

Summary of Equity Incentive Awards

The following table summarizes activity under the Plan during the three months ended March 31, 2011:

	Stock Options				SARs				Stock Awards
	Weighted				Weighted		Number		Weighted
	Average				Average		of Shares		Average
	Exercise		Number of Shares		Strike		Under		Grant		Number of
	Price		Under Option		Price		Option		Price		Shares
Balance at January 1, 2011	$	5.38	2,658,323		$	3.09	912,461		$	4.24	800,392
Awards Granted	—		—		—		—		6.48		125,000
Awards Exercised or Earned	2.80		(100,000	)	1.69		(76,406	)	3.21		(522,207	)
Awards Forfeited	8.67		(26,667	)	4.26		(29,119	)	8.67		(6,667	)
Awards Expired	11.45		(13,333	)	—		—		—		—
Balance at March 31, 2011	$	5.41	2,518,323		$	3.18	806,936		$	6.19	396,518

Exercisable at March 31, 2011	$	5.30	2,299,990		$	1.40	288,115

A summary of the status of the nonvested awards as of March 31, 2011, and changes during the quarter ended March 31, 2011, is presented below.

	Stock Options				SARs				Stock Awards
	Weighted				Weighted		Number		Weighted
	Average				Average		of Shares		Average
	Fair		Number of Shares		Fair		Under		Fair		Number of
	Value		Under Option		Value		Option		Value		Shares
Balance at January 1, 2011	$	4.40	285,002		$	4.06	707,941		$	4.24	800,392
Awards Granted	—		—		—		—		6.48		125,000
Awards Vested or Earned	9.38		(40,002	)	0.84		(160,001	)	3.21		(522,207	)
Awards Forfeited	8.67		(26,667	)	4.26		(29,119	)	8.67		(6,667	)
Balance at March 31, 2011	$	6.66	218,333		$	4.17	518,821		$	6.19	396,518

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Compensation Cost Recognized and Capitalized Related to Equity Incentives

Summary of Compensation Cost Recognized and Capitalized related to Equity Incentives for the Quarter Ended March 31 (in thousands):	2011			2010
Stock Options	$	(93	)	$	(43	)
SARs
Performance based	65			—
Vesting over time	186			283
Stock Awards:
Performance based	31			—
Vesting over time	40			188
Board of Directors and Secretary	810			270
Total	$	1,039		$	698
Included in:
Capitalized as Development	(34		)	267
Expensed	1,073			431
	$	1,039		$	698

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.

NOTE 8 — CHANGES IN EQUITY

	Activity for Three Months Ended
Changes in Contingently Redeemable Noncontrolling	March 31,		March 31,
Interest (Dollars in thousands)	2011		2010
Total Contingently Redeemable Noncontrolling Interest December 31, 2010, & 2009, respectively	$	98,753	$	99,761
Less: Net Loss Attributable to Contingently Redeemable Noncontrolling Interest	—		—
Total Contingently Redeemable Noncontrolling Interest March 31, 2011 & 2010, respectively	$	98,753	$	99,761

	Activity for Three Months Ended
Changes in Equity	March 31, 2011			March 31, 2010
Total Equity December 31, 2010, & 2009, respectively	$	136,437		$	104,920
Common stock:
At beginning of period	85			72
Stock Awards	6			1
At end of period	91			73

Additional paid-in capital:
At beginning of period	234,517			187,290
Exercised options	280			55
Exercised warrants	19,051			—
Stock based compensation	1,039			662
At end of period	254,887			188,007

Accumulated deficit:
At beginning of period	(98,165		)	(82,442		)
Consolidated net loss	(4,156		)	(2,845		)
At end of period	(102,321		)	(85,074		)

Total Equity March 31, 2011, & 2010, respectively	$	152,657		$	102,793

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NOTE 9 — INCOME TAXES

At March 31, 2011, and December 31, 2010, 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 March 31, 2011, and December 31, 2010. The significant components of the deferred tax asset at March 31, 2011, and December 31, 2010, were as follows (in thousands):

	March 31, 2011			December 31, 2010
Operating loss carry forward	$	119,007		$	110,306
Unamortized exploration expense	11,388			11,572
Fixed asset depreciation	(31		)	(37		)
Deductible stock based compensation	477			2,275
Deductible temporary difference	$	130, 841		$	124,116
Taxable temporary difference - development costs	(44,497		)	(41,917		)
Net deductible temporary difference	$	86,344		$	82,199
Deferred tax asset	$	30,221		$	28,770
Deferred tax asset valuation allowance	$	(30,221	)	$	(28,770	)
Net deferred tax asset	$	—		$	—

At March 31, 2011, and December 31, 2010, we had net operating loss carry forwards of approximately $119.0 million and $110.3 million, respectively, which expire in the years 2017 through 2031. The change in the allowance account from December 31, 2010, to March 31, 2011, was $1.5 million.

NOTE 10 — COMMITMENTS AND CONTINGENCIES

Mt. Hope Project

The Mt. Hope Lease is for a period of 30 years from October 19, 2005 and for so long thereafter as operations are being conducted on the property. The lease may be terminated 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 Mt. 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 March 31, 2011, we have paid $4.7 million of the total Construction Royalty Advance, inclusive of $0.6 million in February of 2011 as a result of the exercise of outstanding warrants. Based on our Mt. Hope Project capital estimate we estimate that $17.9 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 50%, or $9.0 million, of the LLC’s remaining Construction Royalty Advance will be paid on October 19, 2011. The remaining 50% must be paid on or before October 19, 2012.

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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 Mt. Hope Project and, further, that the Construction Royalty Advance will be fully recovered (credited against MHMI Production Royalties) by the end of 2015.

Deposits on project property, plant and equipment

At March 31, 2011, we have a contract to purchase two electric shovels that is cancellable and has no firm schedule of payments. We also have a non-binding letter of agreement on 24 haul trucks that establishes our priority for delivery. Both agreements provide 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. 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 financing becomes available and equipment procurement is restarted under then current market terms and conditions.

The following table sets forth the LLC’s cash commitments under mining and milling equipment contracts (collectively, “Purchase Contracts”) at March 31, 2011 (in millions):

Year	As of March 31, 2011
2011 — Remainder	$	1.4
2012	14.0
2013	—
Total	$	15.4

Obligations under capital and operating leases

We have contractual obligations under capital and operating leases that will require a total of $0.6 million in payments over the next three years. Assets under capital lease relate to light vehicles leased by the Company for use in operations. Operating leases consist primarily of rents on office facilities and office equipment. Our expected payments are $0.3 million, $0.2 million and $0.1 million for the years ended December 31, 2011, 2012 and 2013, respectively.

Creation of Agricultural Sustainability Trust

On August 19, 2010, the LLC entered into an agreement with the Eureka Producers’ Cooperative (the “EPC”) whereby the LLC will fund a Sustainability Trust (the “Trust”) in exchange for the cooperation of the EPC with respect to the LLC’s water rights and permitting of the Mt. Hope Project. The Trust will be tasked with developing and implementing programs that will serve to enhance the sustainability and well-being of the agricultural economy in the Diamond Valley Hydrographic Basin through reduced water consumption, which may include the Trust purchasing and relinquishing water rights in Diamond Valley to help bring the Diamond Valley basin into a more sustainable water balance. The Trust’s activities will be governed by a five member Board including one LLC representative.

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The Trust may be funded by the LLC in the amount of $4.0 million, contributed to the Trust over several years, contingent on the achievement of certain milestones. The achievement of these milestones is considered to be probable, and as such the $4.0 million is accrued in the Company’s March 31, 2011, financial statements. At least 50% of the contributions would be provided upon receipt of all permits, full financing and the Board’s decision to proceed with construction. The remaining payments would be split evenly with one payment due no later than 150 days from the commencement of commercial production at the Mt. Hope Project and the remaining payment due one year thereafter.

Permitting Considerations

In the ordinary course of business, mining companies are required to seek governmental permits for expansion of existing operations or for the commencement of new operations. The LLC will be required to obtain a ROD from the BLM authorizing implementation of the Mt. Hope Project plan of operations (“POO”). This approval can be obtained only after successful completion of the National Environmental Policy Act process of environmental evaluation, which incorporates substantial public comment. The LLC will also need to obtain various state and federal permits including water protection, air quality, water rights and reclamation permits In addition to requiring permits for the development of the Mt. Hope mine, we will need to obtain and modify various mining and environmental permits during the life of the Mt. Hope Project. Obtaining, modifying, and renewing the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and often involving public hearings and substantial expenditures. The duration and success of our efforts to obtain, modify or renew permits will be contingent upon many variables, some of which are not within our control. Increased costs or delays could occur, depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permitting authority. All necessary permits may not be obtained and, if obtained, may not be renewed, or the costs involved in each case may exceed those that we previously estimated. It is possible that the costs and delays associated with compliance with such standards and regulations could become such that we would not proceed with the development or operation of the Mt Hope Mine.

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.

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 three months ended March 31, 2011, and 2010. 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, 2010, which was filed on March 2, 2011.

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

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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, which we plan to update by the end of 2011 using funds received from the exercise of outstanding warrants.

The development of the Mt. Hope Project has a project capital estimate of $1,153.9 million including development costs of approximately $1,039.3 million (in 2008 dollars) and $114.6 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 quarter ended March 31, 2011, we have spent approximately $172.8 million and have $64.2 million remaining cash on hand for use in the development of the Mt. Hope Project and other cash requirements.

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. 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.

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 fluctuated between $5.33 per pound in 2003 to over $40.00 per pound in 2005 and traded in the mid-$30s per pound prior to October 2008, when prices fell from approximately $33.50 per pound to $7.70 per pound in April 2009 as a result of the global economic collapse. Subsequent to April 2009, prices slowly rose and finished 2009 at $12.00 per pound and continued to increase in 2010, finishing the year at $16.40 per pound. During the first quarter of 2011, prices traded between $16.80 and $17.80 per pound, finishing the quarter at $17.20 per pound.

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 related to the Mt. Hope Project, approximately 60% complete, have been largely suspended pending the completion of financing and approval of the Draft Environmental Impact Statement (“DEIS”).

As of March 2009, the Company had purchase orders for mining and milling process equipment. Some orders for mining equipment were cancelled, while orders for electric shovels and haul trucks were modified to become cancellable or non-binding. Most equipment orders for the custom-built grinding and other milling process equipment are being 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 rapidly restart the Mt. Hope Project development. The Company completed negotiations with other equipment manufacturers to suspend or terminate fabrication of other milling equipment. As funding becomes available and equipment procurement is restarted, agreements that were suspended or terminated will be renegotiated under new market terms and conditions, as necessary.

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The cash conservation plan has reduced our total cash utilization for general administrative and overhead expenses to approximately $1 million per month, inclusive of maintenance costs at the Liberty Property. Based on our current cash on hand and our cash conservation plan, the Company expects it will have adequate liquidity for operations through the end of 2011 without accessing new sources of financing. We plan to restart engineering and procurement efforts during 2011 as key milestones in the permitting process are reached.

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, water appropriation permits from the Nevada Division of Water Resources, the WPC permit and reclamation permit from the NDEP—BMRR, and an air quality permit from the NDEP— BAPC. Applications for other time-critical state permits have been submitted for agency review and approval. Eureka Moly, LLC (“LLC”) continues to develop and evolve the information supporting these permits based on agency review and feedback. We believe these other major operating permits will be received on or prior to the effective date of the ROD.

From November 2004 through August 2007, we conducted numerous exploration, drilling and evaluation studies, culminating in the Bankable Feasibility Study for the Mt. Hope Project. In 2005, we initiated the baseline studies necessary for development of an Environmental Impact Statement (“EIS”). We completed an initial plan of operations for the Mt. Hope Project (“POO”) which the BLM accepted in September 2006. In December 2006, the BLM selected an environmental firm to complete the EIS for the Mt. Hope Project. Since that time, the Company has been working with the environmental firm to complete the EIS. The current schedule for the development of the Mt. Hope Project estimates that the DEIS will be released for publication during the second quarter of 2011, followed by publication in the Federal Register in the second or third quarter, and receipt of the ROD six to nine months after publication.

Although we currently are targeting the effectiveness of the ROD and the receipt of all major operating permits to occur six to nine months after publication of the DEIS in the Federal Register, 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 as well as the conditions to closing Tranche 2 of Hanlong’s investment in our common stock, and receipt of the Term Loan.

Water Rights Update

In addition to working to complete the EIS, the LLC is working to finalize the transfer of water rights to mining use. In October of 2008, we completed a water rights hearing in Carson City, Nevada and in March 2009 were granted our water applications in a ruling by the State Engineer. An appeal of that ruling was granted in April 2010 by a Nevada District Court, overturning the original ruling and remanding the matter for another hearing by the State Engineer. In December 2010, we completed a second water rights hearing in Carson City, Nevada and currently anticipate a ruling by the State Engineer most likely during the third quarter of 2011.

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probable, and as such the $4.0 million is accrued in the Company’s March 31, 2011, financial statements. At least 50% of the contributions would be provided upon receipt of all permits, full financing and the Board’s decision to proceed with construction. The remaining payments would be split evenly with one payment due no later than 150 days from the commencement of commercial production at the Mt. Hope Project and the remaining payment due one year thereafter.

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, the LLC, and in February 2008 (“Closing Date”) entered into an agreement (“LLC Agreement”) for the development and operation of the Mt. Hope 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 can change as 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 (i) the receipt of major operating permits for the Mt. Hope Project, (ii) confirmation that the Record of Decision (“ROD”) from the United States Bureau of Land Management (“BLM”) for the Project has become effective, and (iii) any administrative or judicial appeals with respect thereto are final. We are currently targeting the effectiveness of the ROD and the satisfaction of the other ROD Contribution Conditions to occur six to nine months after publication of the Draft Environmental Impact Statement (“DEIS”) in the Federal Register, which we expect to occur in the second or third quarter of this year. However, 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 other ROD Contribution Conditions to be delayed. Once the ROD is effective and financing is in place, we expect that production will occur approximately 20 months following initiation of project construction.

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 $36.0 million of its contributions to the LLC, with no corresponding reduction in POS-Minerals’ ownership percentage. Based on our current plan and assuming POS-Minerals has made its additional $56.0 million contribution, a payment to POS-Minerals of $36.0 million will be due 20 days after the commencement of commercial production, as defined in the LLC Agreement. If POS-Minerals does not make its additional $56.0 million contribution when due, no return of contributions is required by us. Our wholly-owned subsidiary and 80% owner of the LLC, Nevada Moly, 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, 2010, the aggregate amount of deemed capital contributions of both parties was $880.0 million.

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Moly or its transferee or surviving entity would be required to purchase the interest for 120% of POS-Minerals’ contributions to the LLC plus 10% interest per annum.

Liquidity, Capital Resources and Capital Requirements

For the period from December 31, 2010, to March 31, 2011

Our total consolidated cash balance at March 31, 2011, was $62.4 million compared to $53.6 million at December 31, 2010. The increase in our consolidated cash balances for the three months ended March 31, 2011, was due primarily to warrant proceeds received of $19.1 million, offset by development and debt issuance costs incurred of $2.8 million and cash used for operating activities of $6.2 million. Deposits on property, plant and equipment of $68.4 million relate primarily to scheduled payments for long lead time equipment for the Mt. Hope Project. See “— Contractual Obligations” below.

Under our cash conservation plan, our non-equipment related cash requirements have declined to approximately $1 million per month. Based on our current plan and expected timetable, we expect to make additional payments of approximately $1.4 million under milling process equipment orders through the end of 2011, and $14.0 million in 2012. 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, 2011, without finalizing the Hanlong financing discussed below, while maintaining the current cash conservation strategy.

Securities Purchase Agreement with Hanlong (USA) Mining Investment Inc.

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The Purchase Agreement

The second tranche (“Tranche 2”), which is anticipated to involve the purchase of approximately 15.8 million additional shares, will be for a purchase price of an additional $40.0 million, or approximately $2.53 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 POO by the BLM, and the completion of documentation for and satisfaction of conditions precedent to lending under the Term Loan, described below. The Purchase Agreement may be terminated by either party (provided the terminating party is not in default) if the closing of Tranche 2 has not occurred by December 31, 2011, subject to extension under specified circumstances to March 31, 2012.

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. A break fee of $10.0 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 agreed to pay $5.0 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 $5.0 million if the Purchase Agreement is terminated and the Company has violated the “no-shop” provisions of the

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Purchase Agreement. The break fees may also be increased in other circumstances not to exceed an additional $3.0 million if the Company requests and Hanlong grants certain extensions of deadlines concerning the DEIS, and up to an additional $2.0 million if the Company requests and Hanlong grants certain extensions concerning the ROD. Further to the break fees, the Company must pay a $2.0 million fee to Hanlong at the granting of an extension concerning the ROD, and such fee will 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.

On April 26, 2011, the Company notified Hanlong that it did not anticipate publication of the DEIS prior to May 31, 2011, to obtain the DEIS Condition Extension to August 31, 2011. If the DEIS is not obtained by August 31, 2011, Hanlong may terminate the Purchase Agreement. If the Purchase Agreement is terminated for failure to obtain the publication of the DEIS by August 31, 2011,the Company will be subject to an additional break fee to Hanlong of $1.0 million per month following May 31, 2011, up to $3.0 million, as outlined above.

Bridge Loan

Other Capital Requirements

We also require additional capital to maintain our mining claims and other rights related to the Liberty Property, as well as continue payment of ongoing general and administrative costs associated with supporting our planned operations.

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Results of Operations

Three months ended March 31, 2011, compared to three months ended March 31, 2010

For the three months ended March 31, 2011, we had a consolidated net loss of $4.2 million compared with a consolidated net loss of $2.8 million in the same period for 2010.

For the three months ended March 31, 2011, and 2010, exploration and evaluation expenses were $0.2 million and $0.1 million, respectively.

For the three months ended March 31, 2011, and 2010, general and administrative expenses were $3.9 million and $2.7 million, respectively. For the three months ended March 31, 2011, the increase in costs compared to the previous year relates primarily to overall increases in cash and equity compensation costs.

Interest income was nil for the three months ended March 31, 2011, as a result of substantially lower interest rates and lower consolidated cash balances in 2011 and 2010. Interest expense was $0.1 million and nil for the three months ended March 31, 2011, and 2010 as a result of interest accrued on the bridge loan outstanding during 2011.

Contractual Obligations

Our contractual obligations as of March 31, 2011, were as follows:

	Payments due by period (in millions)
Contractual obligations	Total		2011		2012 - 2014		2015 - 2016		2017 & Beyond
Long-Term Debt (Capital Lease) Obligations	$	0.2	$	0.1	$	0.1	$	—	$	—
Operating Lease Obligations	0.4		0.2		0.2		—		—
Purchase Equipment Contracts	15.4		1.4		14.0		—		—
Advance Royalties	17.9		9.0		8.9		—		—
Provision for post closure reclamation and remediation	0.6		—		—		—		0.6
Total	$	34.5	$	10.7	$	23.2	$	—	$	0.6

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The following table sets forth the LLC’s remaining cash commitments under milling process equipment purchase contracts at March 31, 2011, resulting from the re-negotiation and cancelation of Purchase Contracts as discussed above (in millions).

Period	Cash Commitments Under Equipment Purchase Contracts as of March 31, 2011
2011	$	1.4
2012	14.0
2013	—
Total	$	15.4

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.

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 will seek to enter into long term supply contracts. On December 28, 2007, we entered into a molybdenum supply agreement with ArcelorMittal S.A. (“ArcelorMittal”), the world’s largest steel company, 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 April 16, 2010, ArcelorMittal and the Company entered into an extension molybdenum supply agreement, providing ArcelorMittal with a five-year option to make effective an agreement to purchase from the Company 3.0 million pounds of molybdenum per year for 10 years following the expiration of the initial 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. According to public filings, on January 25, 2011, the boards of directors of ArcelorMittal S.A. and APERAM each approved the transfer of the assets comprising ArcelorMittal’s stainless and specialty steels businesses from its carbon steel and mining businesses to APERAM, a separate entity incorporated in the Grand Duchy of Luxembourg. This transfer included the off-take agreement the

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Company had in place with ArcelorMittal and the shares of the Company’s common stock previously owned by ArcelorMittal.

Additionally, 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 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 molybdenum prices above the floor. The remaining 4.0 million annual pounds sold under the Sojitz Agreement will be sold with reference to spot molybdenum prices without regard to a floor price. The Sojitz Agreement includes a provision that allows Sojitz the option to cancel in the event that supply from the Mt. Hope Project has not begun by January 1, 2013. Based on our current development timeline, Sojitz will have the option to cancel its contract or participate in the molybdenum supply agreement as described above. If Sojitz elects to cancel its contract with us, the supply of 5.0 million pounds per year of molybdenum for five years will be assumed by Hanlong, pursuant to the terms of the Hanlong molybdenum supply agreement described below.

On March 4, 2010, the Company entered into a molybdenum supply agreement (“Hanlong Agreement”) with Hanlong. The Hanlong Agreement requires Hanlong 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 until the expiration of those commitments. After the expiration of the existing supply agreements, until the original schedule 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, Hanlong must annually purchase the greater of 16 million pounds or 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 Hanlong Agreement will terminate once Hanlong’s fully-diluted ownership percentage falls below 5%. As long as Hanlong continues to guarantee the Term Loan, the Hanlong 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 Hanlong 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. Twenty-five percent of the production Hanlong receives will be sold at a floor price per pound subject to adjustment similar to the ArcelorMittal and SeAH Agreements above. The remaining 75% of the production Hanlong receives will be sold with reference to spot molybdenum prices less a small discount.

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 achieved, or declines in later periods and have floor prices ranging from $14.00 to $14.75 per pound and incremental discounts above the floor price. 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.

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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.

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 March 31, 2011, we had a balance of cash and cash equivalents of $64.2 million. Interest rates on short term, highly liquid investments have not changed materially since December 31, 2010, and continue to be 1% or less on an annualized basis. Our debt agreements have interest rates of LIBOR plus a percentage. Any significant rise in the LIBOR rate during the course of our debt agreements may affect our ability to service the debt.

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 amended (“Exchange Act”)) 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 March 31, 2011, 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.

On March 26, 2009, the Nevada State Engineer approved the Company’s 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. Two appeals of the ruling were filed 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.

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 modelling and exploration.

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In December of 2010, the Nevada State Engineer conducted a four-day hearing where protests to the Company’s water applications were heard. The Company currently anticipates a ruling by the State Engineer most likely during the third quarter of 2011.

ITEM 1A. RISK FACTORS.

Our Annual Report on Form 10-K for the year ended December 31, 2010, 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. Other than as supplemented below, there have been no material changes in the risk factors reported in our last Annual Report on Form 10-K.

Purchase Agreement May Be Terminated. The Purchase Agreement with Hanlong may be terminated by Hanlong if the DEIS is not published by August 31, 2011. While we believe that the DEIS will be published before that deadline, if it is not published by August 31, 2011 we will be required to renegotiate the deadline with Hanlong or face the possibility that Hanlong will terminate the Purchase Agreement.

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, 2010, 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;

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· 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. 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		Agreement to Reprice and Exercise Warrants between the Company and CCM Master Qualified Fund, Ltd. dated December 21, 2010 (Filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on January 5, 2011.).
10.2		Agreement to Reprice and Exercise Warrants between the Company and CCM Special Holdings Fund, L.P. dated December 21, 2010 (Filed as Exhibit 10.2 to our Current Report on Form 8-K, filed on January 5, 2011.).
10.3		Stockholder Agreement between the Company and Hanlong (USA) Mining Investment, Inc. dated December 20, 2010 (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2010.).
10.4		Separation and Release Agreement dated March 24, 2011, by and between General Moly, Inc. and Gregory McClain (filed herewith).
10.5		General Release in Full of All Claims dated March 24, 2011, by and between General Moly, Inc. and Gregory McClain (filed herewith).
10.6		Form of Restricted Stock Unit Agreement for the Company’s 2006 Equity Incentive Plan (performance-based vesting) (filed herewith).
10.7		Form of Restricted Stock Unit Agreement for the Company’s 2006 Equity Incentive Plan (time-based vesting) (filed herewith).
10.8		Form of Stock Appreciation Rights Grant Notice for the Company’s 2006 Equity Incentive Plan (filed herewith).
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

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Exhibit Number		Description of Exhibit
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

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: May 2, 2011

	GENERAL MOLY, INC.

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

Exhibit 10.4

SEPARATION AND RELEASE AGREEMENT

This Separation and Release Agreement (the “Agreement”) is made this 24 th day of March, 2011 (“ Effective Date ”) between General Moly, Inc. (“ Company ”) and Gregory E. McClain (“Employee”), and the parties agree as follows:

AGREEMENT

1. Continued Employment and Termination. Employee’s employment with Company shall continue beyond the Effective Date as follows:

(a) Termination Date. Unless terminated earlier for Cause, Employee’s employment with Company shall terminate effective March 31, 2011.

(b) Title and Duties. Prior to Effective Date, Employee’s title shall be Vice President Marketing & Business Development. On or after Effective Date, Company may change Employee’s title at its discretion. Employee shall perform such duties as Company may reasonably direct from time to time. Company may relieve Employee of duties at any time, and from time to time, with or without Cause.

(c) Status. Prior to February 1, 2011, Employee’s employment was full-time. On February 1, 2011, Employee’s employment was changed to part-time, with Employee generally expected to work approximately twenty (20) hours per week, which the parties agree is at least fifty percent (50%) of the average level of services performed by employees of the Company.

(d) Compliance. While employed by Company, Employee shall comply with all applicable laws and all applicable Company policies, procedures and work rules and shall continue to owe Company a fiduciary duty and duty of loyalty.

(e) Termination for Cause. Company may terminate Employee’s employment for Cause at any time. “Cause” shall mean, as reasonably determined by Company: (i) work-related conduct that is fraudulent, unlawful or grossly negligent; (ii) willful misconduct; (iii) failure to comply with a lawful, written directive of the Chief Executive Officer or Chief Financial Officer; (iv) failure to perform job duties to the standards reasonably expected by Company; (v) commission of any felony or any crime involving moral turpitude; (vi) violation of any material Company policy, rule or code of conduct; or (vii) material breach of any provision of this Agreement or any other written agreement between Employee and Company.

2. Compensation and Benefits.

(a) Salary . During any period of full-time employment, Employee’s annualized salary shall remain at the level in effect immediately prior to February 1, 2011. During any period of part-time employment, Employee’s annualized salary shall be fifty percent (50%) of the annualized salary in effect immediately prior to the February 1, 2011.

(b) Benefits . While employed by Company, Employee shall be eligible to continue participation in all employee benefits in which he was enrolled and participating on the Effective Date, provided that he continues to meet the eligibility requirements of the plans or policies governing such benefits, and provided further that Company shall retain the right in its discretion to amend or abolish its benefit programs at any time.

(c) Performance Incentive and Financing Recognition Award . The Compensation Committee of the Company’s Board of Directors at its regularly scheduled meeting of February 24, 2011, authorized the Company to pay to Employee a Performance Incentive and Financing Recognition Award in the amount of $65,000, provided that Employee executes and delivers to Company a General Release in the form attached hereto as Appendix 1 within twenty-one (21) calendar days after the termination of his employment. Payment of the Performance Incentive and Financing Recognition Award shall be in lieu of any performance incentive award to Employee pursuant to Company’s Performance Incentive Program for 2010 and/or 2011. Payment thereof shall occur within five (5) business days after the seven (7) day revocation period described in the General Release has expired without revocation. Employee shall not be eligible to participate in any additional Performance Incentive Award program for 2011.

(d) Acceleration of Unvested Stock Appreciation Rights . Upon execution of this Agreement and after the revocation period thereof has expired, the Company, acting upon the authority granted by the Compensation Committee of the Company’s Board of Directors at its meeting of February 24, 2011, pursuant to Section 11(a) of the 2006 General Moly, Inc. Equity Incentive Plan, as amended and restated, shall accelerate the vesting date of Employee’s third tranche of the Company’s February 5, 2009 grant of 20,000 Stock Appreciation Rights from February 5, 2012 to Employee’s termination date of March 31, 2011.

(e) Benefits upon Termination . Upon termination of Employee’s employment, all compensation and benefits to Employee shall cease, except for: (i) Company agrees to pay the cost of continued group health insurance coverage pursuant to the “COBRA” provision of the Employee Retirement Income Security Act, for up to eighteen (18) months, provided that Employee enrolls in such coverage for he and his spouse and continues to meet the requirements for such coverage; and (ii) payment of the Performance Incentive and Recognition award as described in Section 2(c) of this Agreement. In addition, this Agreement does not affect any vested Stock Appreciation Rights, Stock Options or Restricted Shares that Employee may already have.

3. Release In Full Of all Claims. In exchange for the promises described in Sections 1 and 2 of this Agreement, Employee, for himself and his heirs, assigns and personal representatives, fully and completely releases Company and its parent, subsidiary and affiliated entities, and its and their stockholders, members, directors, managers, officers, employees and agents (“the Released Parties”) from any and all claims or causes of action that Employee may have against the Released Parties, known or unknown, including but not limited to claims arising from Employee’s employment with any Released Party or the termination thereof, from the beginning of time through the date of execution of this Agreement (“Released Claims”), including but not limited to the following:

(a) claims arising under any constitution or any federal, state or local statue, regulation or ordinance, including but not limited to the Age Discrimination in Employment Action (“ADEA”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Equal Pay Act, the Fair Labor Standards Act, the National Labor Relations Act, and the Colorado Antidiscrimination Act (C.R.S. 24-34-301 et seq. and 24-34-401 et seq.); and

(b) claims arising under any common law theory, including but not limited to breach of contract, promissory estoppels, wrongful discharge, outrageous conduct, defamation, fraud or misrepresentation, tortuous interference, invasion of privacy, or any other claims sounding in contract, tort or equity;

but excluding claims for vested pension benefits, workers’ compensation benefits, unemployment compensation benefits, or any other claims that cannot by law be released by private agreement.

4. Conditions . The promises described in Sections 1 and 2 of this Agreement are conditioned upon Employee’s full compliance with the following terms:

(a) Property . Employee shall return all Company property in Employee’s possession, custody or control not later than the third (3 rd ) business day following the termination of his employment, including but not limited to all motor vehicles, computer hardware and software, keys, cards, documents, files, and electronic data of any kind.

(b) Non - Disparagement . Employee shall not malign or disparage any of the Released Parties.

(c) Non - Solicitation . During his employment with Company, and for three (3) years following the termination of his employment with Company, Employee shall not, without the written permission of Company, directly or indirectly, for himself or on behalf of any person or entity other than Company: (i) solicit, recruit, entice, encourage, persuade or attempt to persuade any director, officer, employee or agent of Company to leave his or her position with Company; or (ii) hire or cause to be hired anyone who is then, or within the preceding twelve (12) months was, a director, officer, employee or agent of Company.

(d) Confidential Information .

(i) Employee shall not disclose to any third party, or use for the benefit of Employee or any third party, any Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean: (A) all trade secrets of the Released Parties, as that term is defined in the Colorado Uniform Trade Secrets Act, C.R.S. 7-74-101 et seq.; (B) all intellectual property of the Released Parties, including but not limited to all inventions, discoveries, ideas or processes that have been or could be protected by patent, trademark, copyright or similar protections; (C) all communications or information to or from counsel for any of the Released Parties that constitute attorney work product or are protected by attorney-client privilege; and (D) all other non-public information concerning the business or operations of the Released Parties, including but not limited to information concerning organization,

management, finances, business plans and strategies, clients and customers, relationships with contractors and vendors, proprietary or specialized computer software, employees, products and services, equipment and systems, methods, processes and techniques, and prospective and executed contracts and other business arrangements.

(ii) In response to any subpoena, court order or other legal process purporting to require disclosure of Confidential Information, Employee shall: (A) immediately notify Company; (B) take all lawful steps, at Company’s expense, to resist the subpoena, court order or other process unless otherwise directed by Company; and (C) cooperate fully, at Company’s expense, with all lawful efforts by Company to protect the Confidential Information from disclosure.

5. Acknowledgements. By signing this Agreement, Employee acknowledges and agrees:

(a) that the consideration described in Sections 1 and 2 of this Agreement is consideration to which Employee would not otherwise be entitled, but for the execution of this Agreement;

(b) that the Released Claims do not include (i) a lawsuit to challenge the effectiveness of a release of claims under the ADEA pursuant to the Older Workers Benefit Protection Act, or (ii) a charge filed with an administrative agency provided that Employee cannot recover any monetary or injunctive relief pursuant to such charge;

(c) that Employee has been advised to consult with legal counsel about this Agreement and has been given an opportunity to do so;

(d) that Employee has been given twenty-one (21) calendar days in which to consider this Agreement before executing it but understands that he may execute it in less than 21 days if he wishes to do so; and

(e) that Employee has executed this Agreement voluntarily, of his own free will, and without any threat, intimidation or coercion.

6. Revocation. Employee may revoke this Agreement by delivering written notice of revocation to Company by fax or U.S. Mail addressed as follows, which notice must be postmarked or received not later than the seventh (7 th ) calendar day following Employee’s execution of this Agreement, and this Agreement shall not become effective until the seven-day revocation period has expired without revocation by Employee:

General Moly, Inc.

1726 Cole Blvd, Suite 115

Lakewood, CO 80401

Fax: (303) 928-8598

ATTN: Corporate Counsel, Scott Roswell

7. Confidentiality. The existence and terms of this Agreement are confidential and shall not be disclosed by Employee to anyone except Employee’s spouse, attorneys and tax advisors and then only after securing their agreement (written or oral) to be bound by this provision. Company shall maintain the confidentiality of the existence and terms of this Agreement subject to any disclosure obligations under the Securities Exchange Acts or any listing or trading agreement with NYSE Amex, LLC or otherwise.

8. Invalidity of Release. If any provision of Section 3 of this Agreement is held to be invalid or unenforceable and Employee is permitted to assert any Released Claim against a Released Party, Company shall be entitled to an immediate refund of one hundred percent (100%) of all payments made pursuant to Section 2(c) of this Agreement.

9. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall be unaffected and shall continue in full force and effect.

10. No Admission. The parties agree that this Agreement is not an admission, and shall not be construed as an admission, by either party of any violation of law or other wrongdoing of any kind.

11. Attorney Fees and Costs . Except for suit to challenge the validity of a release of claims under the ADEA, in the event of any judicial or administrative litigation relating to this Agreement, including but not limited to litigation to enforce the Agreement or assertion of the Agreement as a defense to litigation, the prevailing party shall be entitled to recover his/its reasonable attorney fees and costs incurred in connection with such action.

12. Controlling Law; Venue. This Agreement shall be governed by the laws of the State of Colorado, without regard to any state’s principles regarding conflict of laws. Any action arising out of or relating to this Agreement shall be brought only in the state or federal courts for Jefferson County, Colorado, and Employee and Company hereby waive any right that they might have to challenge the selection of those forums, including but not limited to challenges to personal jurisdiction, venue, or the convenience for the forum.

13. Compliance with Section 409A. The parties intend that the payments and benefits provided under this Agreement shall not be subject to additional taxes pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). To the maximum extent possible, the provisions of this Agreement shall be interpreted and construed consistent with such intent. To the extent required under Section 409A, if Employee is a “specified employee” as of the date of Employee’s “separation from service” with Company (both as defined under Section 409A), payments shall be delayed six months following Employee’s date of separation from service. Notwithstanding any other provision in this Agreement or in any other document, Company shall not be responsible for the payment of any applicable taxes incurred by Employee pursuant to this Agreement, including with respect to compliance pursuant to Section 409A. Company makes no representation that any or all of the payments and benefits described in this Agreement will be exempt from or comply with Section 409A.

14. Entire Agreement. This Agreement does not supersede or replace the Change of Control Severance Agreement dated March 9, 2009 (“ Change of Control Agreement ”), between Employee and Company. This Agreement and the Change of Control Agreement are the entire agreements between the parties regarding the matters addressed herein, and they supersede and replace all prior agreements, representations, negotiations or discussions between the parties, whether written or oral. This Agreement may not be modified except in writing signed by both parties.

15. Counterparts. This Agreement may be executed in counterparts, including fax counterparts, and all counterparts together shall constitute one fully-executed agreement.

EMPLOYEE:			COMPANY:
			GENERAL MOLY, INC.


By:	/s/ Gregory McClain		By:	/s/ Scott Roswell
			Its:	Corp. Counsel - VP HR

Date:		March 24, 2011	Date:		3/28/11

Exhibit 10.5

APPENDIX 1:

GENERAL RELEASE IN FULL OF ALL CLAIMS

[to be signed within 21 days after termination of employment]

In exchange of the promises described in Sections 1 and 2 of the Separation and Release Agreement dated March 24 th , 2011, between Gregory E. McClain (“Employee”) and General Moly, Inc. (“Agreement”), Employee, for himself, and his heirs, assigns and personal representatives, fully and completely releases General Moly, Inc (“Company”) and its parent, subsidiary and affiliated entities, and its and their shareholders, members, directors, officers, managers, employees and agents (the “Released Parties”) from any and all claims or causes of action that Employee may have against the Released Parties, known or unknown, including but not limited to claims arising from Employee’s employment with any Released Party or the termination thereof, from the beginning of time through the date of execution of this General Release in Full of All Claims (“Released Claims”), including but not limited to the following:

but excluding claims for vested pension benefits, workers’ compensation benefits, unemployment compensation benefits, or any other claims that cannot by law be released by private agreement.

By signing this General Release in Full of All Claims (“General Release”), Employee acknowledges and agrees:

(a) that the consideration described in Sections 1 and 2 of this Agreement is consideration to which Employee would not otherwise be entitled, but for the execution of this Agreement;

(c) that Employee has been advised to consult with legal counsel about this Agreement and has been given an opportunity to do so;

(e) that Employee has executed this Agreement voluntarily, of his own free will, and without any threat, intimidation or coercion.

Employee may revoke this Agreement by delivering written notice of revocation to Company by fax or U.S. Mail addressed as follows, which notice must be postmarked or received not later than the seventh (7 th ) calendar day following Employee’s execution of this Agreement, and this Agreement shall not become effective until the seven-day revocation period has expired without revocation by Employee:

General Moly, Inc.

1726 Cole Blvd, Suite 115

Lakewood, CO 80401

Fax: (303) 928-8598

ATT: Corporate Counsel, Scott Roswell

/s/ Gregory E. McClain
Gregory E. McClain


Date:	March 24, 2011

Exhibit 10.6

GENERAL MOLY, INC.

2006 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

The Compensation Committee of General Moly, Inc. (the “ Company ”), granted an award of Restricted Stock Units with the right to receive shares of the Company’s common stock issued under the 2006 Equity Incentive Plan, as amended and restated (the “ Plan ”), subject to the terms and conditions set forth in this Notice of Grant and Restricted Stock Unit Agreement (the “ Restricted Stock Units ” and the “ Agreement ”) to the participant named below (“ Participant ”). This Agreement evidences the terms of the Company’s grant of Restricted Stock Units to Participant.

A. NOTICE OF GRANT

Participant Name:

Grant Date:		, 20

Number of Restricted Stock Units :

Vesting Schedule:		Except as provided otherwise in this Agreement, subject to the restrictions described in the Agreement and Participant’s continuous service as an employee of the Company, the Restricted Stock Units shall vest and Participant shall be issued the number of Shares equal to the number of Restricted Stock Units subject to the achievement of the performance criteria set forth below:

		Notwithstanding any other agreement to the contrary, the Restricted Stock Units granted hereunder shall only vest, after the Compensation Committee, in the exercise of its discretion, has certified that the Company’s Mt. Hope project has achieved Commercial Production, as that term is defined and accepted in the Eureka Moly, LLC Limited Liability Agreement, as amended and restated, and Participant has satisfied all other requirements of this Grant Notice.

Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Agreement, the Plan and the Plan Summary. Participant further acknowledges that as of the Grant Date, this Agreement, and the Plan set forth the entire understanding between Participant and the Company regarding the Restricted Stock Units and underlying Shares subject to this award and supersede all prior oral and written agreements on that subject.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative and Participant has executed this Agreement on the dates set forth below to be effective as of the Grant Date.

General Moly, Inc.		Participant
By:		By:


	[Insert Name & Title]		[Insert Name]
Date:	, 20	Date:	, 20

Attachments: Plan and Plan Summary.

B. RESTRICTED STOCK UNIT AGREEMENT

A. The Company is granting to Participant the number of Restricted Stock Units relating to shares of the Company’s common stock (“ Common Stock ”) set forth in the Notice of Grant pursuant to the Company’s 2006 Equity Incentive Plan as amended and restated (the “ Plan ”), subject to the terms and conditions set forth herein and in the Plan.

B. The Restricted Stock Units provided for in this Agreement are to be issued as an inducement for Participant’s continued commitment to serve as an employee of the Company, and Participant is willing to abide by the obligations imposed hereunder.

NOW, THEREFORE, in consideration of the mutual benefits hereinafter provided, and each intending to be legally bound, the Company and Participant agree as follows:

1. Issuance of Restricted Stock Units . Subject to the restrictions, terms and conditions of this Agreement and the Plan, the Company hereby grants to Participant the number of Restricted Stock Units (the “ Restricted Stock Units ”) set forth in the Notice of Grant, which include the right to be issued the number of shares of Common Stock equal to the Restricted Stock Units, subject to the restrictions and vesting conditions set forth in this Agreement (the “ Shares ”). As used in this Agreement, the term “ Shares ” refers to the Shares to be issued hereunder and includes all securities received (i) in replacement of the Shares, (ii) as a result of stock dividends or stock splits in respect of the Shares, and (iii) in replacement of the Shares in a recapitalization, merger, reorganization or the like.

2. Delivery .

2.1 Deliveries by Participant . Participant hereby delivers to the Company (i) this Agreement executed by Participant; and (ii) any other documents deemed necessary by the Company.

2.2 Deliveries by the Company . Subject to its receipt of all of the documents to be executed and delivered by Participant to the Company under Section 2.1, and upon satisfaction of the conditions set forth in Section 3 and Section 4 of this Agreement, the Company will issue one Share in settlement of each Vested Restricted Stock Unit (as defined below), less any Shares to be withheld pursuant to Section 6 of this Agreement, in the name of Participant on the books and records of the Company. At the discretion of the Company, the Company may issue certificates representing the Shares. To the extent the Shares are not represented by certificates, the Company will provide Participant the notice required by Section 151(f) of the Delaware General Corporation Law for the issuance of uncertificated shares.

3. Repurchase and Vesting .

3.1 Forfeiture . As of the Grant Date, except to the extent provided in the Notice of Grant, all of the Restricted Stock Units are considered “ Unvested Restricted Stock Units ”, which shall be restricted and subject to forfeiture. The Unvested Restricted Stock Units shall vest as described in the Vesting Schedule set forth in the Notice of Grant.

The Unvested Restricted Stock Units will continue to vest according the Vesting Schedule set forth in the Notice of Grant so long as Participant remains an employee of the Company (Restricted Stock Units that have vested are referred to herein as “ Vested Restricted Stock Units ”). Participant agrees not to sell, assign, transfer, pledge, hypothecate, or otherwise dispose of, by operation of law or otherwise, any Restricted Stock Units except as permitted by this Agreement. Any Unvested Restricted Stock Units that have not vested pursuant to the Vesting Schedule set forth in the Notice of Grant at the time Participant ceases to be an employee of the Company (by resignation, removal or otherwise, whether or not for cause) shall automatically be forfeited and Participant shall have no rights therein.

3.2 Cessation Date . In case of any dispute as to the date that Participant ceases to be an employee of the Company, such cessation date shall be determined in good faith by the Company’s Board of Directors.

3.3 Adjustments. The number of Restricted Stock Units that are Vested Restricted Stock Units or Unvested Restricted Stock Units will be equitably adjusted for any stock split, combination, stock dividend, merger, consolidation, reorganization, recapitalization, or any other change in corporate structure or other transaction not involving the receipt of consideration by the Company occurring after the Grant Date.

4. Restrictions on Transfers . Participant shall not transfer, assign, grant a lien or security interest in, pledge, hypothecate, encumber, or otherwise dispose of (collectively, a “ Transfer ”) any of the Restricted Stock Units.

5. Settlement; Rights as Shareholder . Subject to the terms and conditions of this Agreement, within 30 days following each Vesting Date set forth in the Notice of Grant, Participant shall be issued a number of Shares equal to the number of Vested Restricted Stock Units that vest on that Vesting Date, less any Shares to be withheld pursuant to Section 6 of this Agreement, and Participant will have all of the rights of a holder of Common Stock with respect to the Shares from and after the date that Participant delivers any other documents required by the Company. Subsequent transfer of the Shares may be subject to any market blackout-period that may be imposed by the Company and Participant must comply with the Company’s insider trading policies.

6. Tax Consequences . PARTICIPANT UNDERSTANDS THAT PARTICIPANT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PARTICIPANT’S ACQUISITION OR DISPOSITION OF THE RESTRICTED STOCK UNITS AND THE SHARES. Participant acknowledges and agrees that he or she is solely responsible for any and all taxes that may be assessed by any taxing authority arising in any way from the award, the grant of the Restricted Stock Units and the issuance of Shares and that the Company shall not be liable for any such assessments. The grant of the award, the vesting of the Restricted Stock Units, and the conversion of the Restricted Stock Units to Shares, may give rise to taxable income subject to withholding. Participant expressly acknowledges and agrees that the Company will automatically withhold from the Shares issuable with respect to the Restricted Stock Units such number of whole Shares having a sufficient value to provide for the minimum applicable withholding taxes required by law in connection with such grant, vesting or issuance and Participant shall tender payment for any remainder. Notwithstanding the foregoing, Participant may satisfy his/her federal, state or local tax withholding obligation by providing advance notice to the Company and by tendering payment to the Company for the required tax withholding on or before the date the required withholding must be remitted. Participant represents that he or she has consulted any tax adviser(s) that he or she deems advisable in connection with his grant of the Restricted Stock Units and acquisition of the Shares.

7. Governing Plan Document . This Agreement is subject to all of the provisions of the Plan, which are hereby made a part of the award evidenced by this Agreement, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan.

8. Compliance with Laws and Regulations . The issuance and transfer of the Shares will be subject to and conditioned upon compliance by the Company and Participant with all applicable state and federal laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s securities may be listed or quoted at the time of such issuance or transfer.

9. Successors and Assigns . The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement will be binding upon Participant and Participant’s heirs, executors, administrators, successors and assigns.

10. Governing Law; Severability . This Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware, excluding that body of laws pertaining to conflict of laws. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

11. Notices . Any notice required to be given or delivered to the Company shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Participant hereunder shall be in writing and addressed to Participant at the last address Participant provided to the Company. All notices shall be deemed effectively given upon personal delivery, three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested), one (1) business day after its deposit with any return receipt express courier (prepaid), or on the business day that it is sent by fax to the fax number last provided by Participant to the Company, but only if (A) the receiving fax device immediately generates a message, printed by the sending fax device, that confirms receipt, and (B) receipt of the fax is confirmed by a telephone call between sender and recipient.

12. Further Instruments . The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

13. Headings . The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. All references to Sections will refer to Sections of this Agreement.

14. Entire Agreement . This Agreement and the other agreements specifically referenced herein contain the entire understanding of the parties regarding the subject matter of this Agreement and such other agreements and supersede all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of this Agreement and such other agreements.

15. Compliance of Award Agreement and Plan with Section 409A . References in this Agreement to “ Section 409A ” refer to Section 409A of the code, including any applicable guidance thereunder. This Agreement and the Plan are intended and shall be construed to comply with Section 409A (including the conditions for exemption from treatment as deferred compensation under Section 409A). The Committee shall have full authority to give effect to this intent. To the extent necessary, in case of any conflict or potential inconsistency between the Plan, and this Agreement, the provisions of this Agreement shall govern. Further, if the vesting of the Restricted Stock units is accelerated in connection with Participant’s “separation from service” within the meaning of Section 409A, other than due to death, and if (i) Participant is a “specified employee” within the meaning of Section 409A at the time of such separation and (ii) the settlement of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if settled on or within six months following Participant’s separation from service, then the settlement will not be made until the date six months and one day following the date of Participant’s separation from service.

Exhibit 10.7

GENERAL MOLY, INC.

2006 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

A. NOTICE OF GRANT

Participant Name:

Grant Date:	, 20

Number of Restricted Stock Units :

Vesting Schedule:	Except as provided otherwise in this Agreement, subject to the restrictions described in the Agreement and Participant’s continuous service as an employee of the Company, the Restricted Stock Units shall vest and Participant shall be issued the number of Shares equal to the number of Restricted Stock Units set forth below:

	Number of Restricted Stock Units	Vesting Date

General Moly, Inc.		Participant
By:		By:


	[Insert Name & Title]		[Insert Name]
Date:	, 20	Date:	, 20

Attachments: Plan and Plan Summary.

B. RESTRICTED STOCK UNIT AGREEMENT

NOW, THEREFORE, in consideration of the mutual benefits hereinafter provided, and each intending to be legally bound, the Company and Participant agree as follows:

2. Delivery .

2.1 Deliveries by Participant . Participant hereby delivers to the Company (i) this Agreement executed by Participant; and (ii) any other documents deemed necessary by the Company.

3. Repurchase and Vesting .

ceases to be an employee of the Company (by resignation, removal or otherwise, whether or not for cause) shall automatically be forfeited and Participant shall have no rights therein.

quotation system on which the Company’s securities may be listed or quoted at the time of such issuance or transfer.

Exhibit 10.8

STOCK APPRECIATION RIGHTS GRANT NOTICE

under the

GENERAL MOLY, INC.

2006 EQUITY INCENTIVE PLAN

General Moly, Inc. (the “Company”), hereby grants to the Participant named below, a Stock Appreciation Right to receive appreciation in the number of shares of the Company’s common stock, $0.001 par value per share, (the “Common Stock”), as set forth below (the “Stock Appreciation Right”). This Stock Appreciation Right is granted pursuant to the terms of the Company’s 2006 Equity Incentive Plan as amended and restated (“Equity Plan”), except as modified by this Grant Notice and the Stock Appreciation Rights Agreement. This Stock Appreciation Right is subject to all the terms and conditions as set forth herein, the Equity Plan and the Stock Appreciation Rights Agreement, each of which are attached.

Participant Name:

Address:

The undersigned Participant has been granted a Stock Appreciation Right to receive appreciation in the Common Stock of the Company, subject to the terms and conditions of the Equity Plan and the Stock Appreciation Rights Agreement, as follows:

Date of Grant	December 16, 2010

Exercise Price per share	$5.49

Number of shares of Common Stock subject to the Stock Appreciation Right Vesting Parameters	Except as provided otherwise and subject to the restrictions described in this Grant Notice, and Participant’s continuous service as an employee of the Company, the Stock Appreciation Rights shall vest subject to the achievement of the performance criteria set forth below: Notwithstanding any other agreement to the contrary, the Stock Appreciation Rights granted hereunder shall only vest following the Compensation Committee’s certification that the Company’s Mt. Hope project has achieved Commercial Production at the Compensation Committee’s discretion, or as that term is defined and accepted in the Eureka Moly, LLC Limited Liability Agreement, as amended and restated and Participant has satisfied all the other requirements of this Grant Notice.

Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Equity Plan and the Stock Appreciation Rights Agreement. The Participant further acknowledges that as of the Date of Grant, this Grant Notice, the Equity Plan and the Stock Appreciation Rights Agreement set forth the entire understanding between the Participant and the Company regarding the receipt of appreciation in the number of shares of Common Stock covered by this award and supersede all prior oral and written agreements on that subject.

General Moly, Inc.		Participant:
By:		By:


	David A. Chaput
Title:	Chief Financial Officer	Title:
Date:	January 21, 2011	Date:

Attachments: Stock Appreciation Rights Agreement, Equity Plan & Plan Summary

ATTACHMENT I

STOCK APPRECIATION RIGHT AGREEMENT

under the

General Moly, Inc.

2006 EQUITY INCENTIVE PLAN

Pursuant to your Stock Appreciation Right Grant Notice (“ Grant Notice ”) and this Stock Appreciation Right Agreement (together the “ Agreement ”), General Moly, Inc. (the “ Company ”) has granted to you a Stock Appreciation Right under its 2006 Equity Incentive Plan (the “Plan”) to receive appreciation in the number of shares of the Company’s Common Stock equivalents indicated in your Grant Notice with the Exercise Price (or base price) indicated in your Grant Notice. Capitalized terms not defined in this Stock Appreciation Right Agreement but defined in the Plan shall have the same definitions as in the Plan.

The details of your Stock Appreciation Right are as follows:

1. VESTING . Subject to the limitations contained herein, your Stock Appreciation Right will vest as provided in your Grant Notice; provided, however , that vesting will cease upon the termination of your Continuous Service and, provided further , that in the event of a Change in Control, then, to the extent permitted by applicable law: (i) any surviving corporation may assume any Stock Appreciation right outstanding under the Plan or may substitute similar stock awards (including an award to acquire the same consideration paid to the shareholders in the transaction described in Section 12(c)) for those outstanding under the Plan, or (ii) in the event any surviving corporation does not assume or continue such Stock Appreciation Right, or to substitute similar stock awards for those outstanding under the Plan in accordance with the preceding clause, then the time during which such Stock Appreciation Right may be exercised automatically will be accelerated and become fully vested and exercisable immediately prior to the consummation of such transaction, and the Stock Appreciation Right shall automatically terminate upon consummation of such transaction if not exercised prior to such event.

2. NUMBER OF SHARES AND EXERCISE PRICE . The number of shares of Common Stock equivalents subject to your Stock Appreciation Right and your Exercise Price (or base price) per share referenced in your Grant Notice will be adjusted from time to time for changes in capitalization as provided in the Plan (for example, a stock split).

3. CALCULATION OF APPRECIATION; DISTRIBUTION . Your Stock Appreciation Right is denominated in shares of Common Stock equivalents. When you exercise the vested portion of your Stock Appreciation Right, you will receive a distribution equal to the excess, if any, of (a) the aggregate Fair Market Value of the shares of Common Stock equivalents with respect to which your Stock Appreciation Right is being exercised (determined as of the exercise date), over (b) the aggregate Exercise Price for the shares of Common Stock equivalents with respect to which your Stock Appreciation Right is being exercised. Upon exercise, your appreciation distribution will be paid in shares of Common Stock; provided, however , the Committee retains sole discretion to pay the appreciation distribution in cash or a combination of cash and shares of Common Stock. To the extent shares of Common Stock are distributed, only whole shares will be distributed and any fractional share equivalents will be paid to you in cash. Upon exercise of the Stock Appreciation Right, distribution of the appreciation will be paid to you as soon as reasonably practicable following the exercise.

4. WHOLE SHARES . You may exercise your Stock Appreciation Right only with respect to whole shares of Common Stock.

5. EXERCISE.

(a) You may exercise the vested portion of your Stock Appreciation Right during its term by delivering a Notice of Exercise (in a form designated by the Company) to the Secretary of the Company, or

to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require.

(b) By exercising your Stock Appreciation Right you agree that, as a condition to any exercise of your Stock Appreciation Right, the Company may require you to enter into an arrangement acceptable to the Company providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of the exercise of your Stock Appreciation Right.

6. TERMINATION OF CONTINUOUS SERVICE . If your Continuous Service terminates for any reason, including death, the unvested portion of your Stock Appreciation Right shall be forfeited and the vested portion, if any, shall be automatically exercised and redeemed. If there is no appreciation at the time you exercise your Stock Appreciation Right, your award will be exercised and redeemed, but you will not receive any payment.

7. TERM. The term of your Stock Appreciation Right commences on the Date of Grant and expires upon the earliest of the following:

(a) the date your Continuous Service terminates;

(b) the fifth (5 th ) anniversary of the vesting date as defined in your Grant Notice; or

(d) in the event of a Change in Control, then, to the extent permitted by applicable law: (i) any surviving corporation may assume any Stock Appreciation Right outstanding under the Plan or may substitute similar stock awards (including an award to acquire the same consideration paid to the shareholders in the transaction described in Section 12(c)) for those outstanding under the Plan, or (ii) in the event any surviving corporation does not assume or continue such Stock Appreciation Right, or to substitute similar stock awards for those outstanding under the Plan in accordance with the preceding clause, then the time during which such Stock Appreciation Right may be exercised automatically will be accelerated and become fully vested and exercisable immediately prior to the consummation of such transaction, and the Stock Right shall automatically terminate upon consummation of such transaction if not exercised prior to such event.

8. SECURITIES LAW COMPLIANCE . The exercise of your Stock Appreciation Right and the issuance of shares of Common Stock, if any, shall be subject to compliance with applicable securities and other laws and regulations governing your Stock Appreciation Right, and you may not exercise your Stock Appreciation Right if the Company determines that such exercise would not be in compliance with such laws and regulations.

9. TRANSFERABILITY . Your Stock Appreciation Right is not transferable except by will or by the laws of descent and distribution, and is exercisable during your life only by you.

10. STOCK APPRECIATION RIGHT NOT A SERVICE CONTRACT . Your Stock Appreciation Right is not an employment or service contract, and nothing in your Stock Appreciation Right or this Stock Appreciation Right Agreement shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your Stock Appreciation Right or this Stock Appreciation Right Agreement shall obligate the Company or an Affiliate, their respective shareholders, boards of directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.

11. WITHHOLDING OBLIGATIONS.

(a) At the time you exercise your Stock Appreciation Right, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other

amounts payable to you, and otherwise agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with your Stock Appreciation Right.

(b) Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable conditions or restrictions of law, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your Stock Appreciation Right a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law.

12. NOTICES . Any notices provided for in your Stock Appreciation Right or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

13. GOVERNING PLAN DOCUMENT . Your Stock Appreciation Right is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Stock Appreciation Right, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your Stock Appreciation Right and those of the Plan, the provisions of the Plan shall control.

14. STOCKHOLDER RIGHTS. You will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock of the Company with respect to your Stock Appreciation Right unless and until you have satisfied all requirements for exercise of your Stock Appreciation Right and certificates representing shares of Common Stock, if any, will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to you.

15. APPLICATION OF SECTION 409A. This Award is intended to be exempt from the application of Section 409A of the Code (“ Section 409A ”) pursuant to the Treasury Regulations issued thereunder. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, to the extent that (a) one or more payments or benefits received or to be received by you pursuant to this Agreement would constitute deferred compensation subject to the requirements of Section 409A, and (b) you are a “specified employee” within the meaning of Section 409A, then such payment or benefit (or portion thereof) will be delayed until the earliest date following your “separation from service” with the Company within the meaning of Section 409A on which the Company can provide such payment or benefit to you without you incurring any additional tax or interest pursuant to Section 409A, with all payments or benefits due thereafter occurring in accordance with the original payment schedule.

16. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties with respect to the Award and supersedes all prior agreements (oral or written), negotiations and discussions between the Participant and the Company relating thereto.

17. UNSECURED GENERAL CREDITOR. Until paid or made available to Participant, the amount of any appreciation distribution payable in cash under this Agreement shall be subject to the claims of the general creditors of the Company. All benefits provided hereunder shall be unfunded and shall be paid only from the general assets of the Company, to the extent then available.

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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: May 2, 2011

	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: May 2, 2011

	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 March 31, 2011 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: May 2, 2011

	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 March 31, 2011 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: May 2, 2011

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