General Moly, Inc (Form: 8-K, Received: 12/01/2015 16:16:34)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Earliest Event Reported: November 24, 2015

General Moly, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-32986		91-0232000
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS employer identification no.)

1726 Cole Blvd., Suite 115
Lakewood, CO 80401
(Address of principal executive offices, including zip code)

(303) 928-8599
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed on April 17, 2015, General Moly, Inc. (the “Company”) entered into an Investment and Securities Purchase Agreement (the “Purchase Agreement”) with Amer International Group Co., Ltd. (“Amer”), pursuant to which Amer agreed to (a) acquire an equity interest in the Company by purchasing the shares of our common stock, and (b) assist the Company in obtaining a loan from one or more prime Chinese banks to fund our share of costs related to the development of the Mt. Hope Project (the “Loan”), or approximately $700 million, including providing a guarantee of that loan. Also, as previously disclosed, on November 2, 2015, the Company and Amer entered into an amendment to the Purchase Agreement, pursuant to which, the parties agreed to a three tranche closing structure to the transactions contemplated by the Purchase Agreement.

On November 24, 2015, the parties closed the first of the three Purchase Agreement closing tranches (the “First Tranche Closing”), pursuant to which Amer invested $4 million in the Company in exchange for 13,333,333 shares of the Company’s common stock, at a price of $0.30 per share, and warrants to purchase 80,000,000 shares of common stock at $0.50 per share. The warrants were issued pursuant to a Common Stock Purchase Warrant executed by the Company and Amer (the “Common Stock Purchase Warrant”). Pursuant to the terms of the Common Stock Purchase Warrant, Amer may exercise it at any time commencing on the date the Company first draws down funds under the Loan (the “Commencement Date”), and expiring on the earlier of (a) the sixty (60) month anniversary of the Commencement Date or (b) the twenty-four (24) month anniversary of the Purchase Agreement, as amended, if the Loan documentation has not been executed by such date. The shares of common stock and warrants were issued pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended.

In addition, at the First Tranche Closing, Amer and the Company entered into a Stockholder Agreement (the “Stockholder Agreement”) pursuant to which Amer is permitted to immediately nominate one member of the Company’s Board of Directors, as well as additional directors following the completion of the third tranche closing under the Purchase Agreement, and drawdown of a senior secured loan, respectively. The Stockholders Agreement also governs Amer’s acquisition and transfer of shares of the Company’s common stock.

Also at the First Tranche Closing, Amer and the Company entered into an Expense Reimbursement Agreement (the “Expense Reimbursement Agreement”) pursuant to which the Company agreed to deposit $2 million into a joint account (the “Joint Account”) to cover anticipated Mt. Hope financing costs and other jointly sourced business development opportunities. Upon the closing of the second tranche under the Purchase Agreement, the Company is required to deposit an additional $1 million in the Joint Account.

The foregoing descriptions of the Common Stock Purchase Warrant, Stockholder Agreement and Expense Reimbursement Agreement are qualified in their entirety by reference to the full texts of such documents, which are attached hereto as Exhibits 10.2, 10.3 and 10.4, respectively.

On November 30, 2015, the Company issued a press release announcing the completion of the First Tranche Closing, a copy of which is attached hereto at Exhibit 99.1.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in the second paragraph under Item 1.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description

10.1		Amendment No. 1 to Investment and Securities Purchase Agreement dated April 17, 2015, between General Moly, Inc. and Amer International Group Co., Ltd.
10.2		Common Stock Purchase Warrant by and between General Moly, Inc. and Amer International Group Co. Ltd. dated November 24, 2015.
10.3		Stockholder Agreement by and between General Moly, Inc. and Amer International Group Co. Ltd. dated November 24, 2015.
10.4		Expense Reimbursement Agreement by and between General Moly, Inc. and Amer International Group Co. Ltd. dated November 24, 2015.
99.1		Press Release of General Moly, Inc. dated November 30, 2015.

SIGNATURES

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

	GENERAL MOLY, INC.


Dated: December 1, 2015	By:	/s/ Lee M. Shumway
		Lee M. Shumway
		Chief Financial Officer

Exhibit 10.1

Execution Version

AMENDMENT NO. 1
TO
INVESTMENT AND SECURITIES PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO INVESTMENT AND SECURITIES PURCHASE AGREEMENT, dated November 2, 2015 (this “ Amendment ”), is between General Moly, Inc., a Delaware corporation, (the “ Company ”), and Amer International Group Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“ Purchaser ”). Capitalized terms used, but not defined herein, shall have the meanings assigned to them in the Agreement, as defined below.

RECITALS

A. The Company and Purchaser are parties to the Investment and Securities Purchase Agreement, dated April 17, 2015 (the “ Agreement ”); and

B. The parties desire to amend the Agreement to, among other things, provide for the Offered Securities to be issued in three separate tranches, to make related changes to the board representation provisions of the Agreement, and to modify specified conditions precedent in the Agreement.

Accordingly, in consideration of the mutual covenants contained in this Amendment, the parties intending to be legally bound agree as follows.

AGREEMENT

1. Recital A of the Agreement is hereby deleted in its entirety and replaced with the following:

“A. The Company desires to issue and sell to Purchaser and Purchaser desires to acquire from the Company, on the terms and subject to the conditions in this Agreement, (1) 40,000,000 shares (the “ Offered Shares ”) of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”) at an aggregate purchase price of $20,000,000, and (2) warrants to purchase 80,000,000 shares of Common Stock (the “ Offered Warrants ”) exercisable at the Per Share Price (the Offered Shares, together with the Offered Warrants, the “ Offered Securities ”).”

2. Recital B of the Agreement is hereby deleted in its entirety and replaced with the following:

“B. The Offered Securities will be issued in three tranches: (1) the first tranche (“ Tranche 1 ”) will consist of 13,333,333 Offered Shares (the “ Tranche 1 Shares ”) and 80,000,000 Offered Warrants (together with the Tranche 1 Shares, the “ Tranche 1 Securities ”), (2) the second tranche (“ Tranche 2 ”) will consist of 12,000,000 Offered Shares (the “ Tranche 2 Securities ”); and (3) the third tranche (“ Tranche 3 ”) will consist of 14,666,667 Offered Shares (the “ Tranche 3 Securities ”).

The Tranche 1 Securities will be issued upon the satisfaction of the conditions set forth in Section 7.1 , the Tranche 2 Securities will be issued upon the satisfaction of the conditions set forth in Section 7.2 and the Tranche 3 Securities will be issued upon the satisfaction of the conditions set forth in Section 7.3 . Upon the Loan Execution, the Offered Securities will constitute approximately 51% of the Company’s fully diluted shares of Common Stock.”

3. Recital E of the Agreement is hereby deleted in its entirety and replaced with the following:

“E. At the Tranche 1 Closing, the Company and Purchaser will enter into a stockholder agreement with respect to certain matters relating to the acquisition and disposition of the Offered Securities (and other shares of Common Stock, if any, owned by Purchaser or any of its Affiliates) and governance of the Company (the “ Stockholder Agreement ”) substantially in the form attached hereto as Exhibit B .”

4. Section 1.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

“ 1.1 Purchase and Sale of Offered Securities; Closing Payment; Expense Reimbursement Account .

(a) Offer and Sale . On the terms and subject to the conditions of this Agreement and in reliance upon the representations and warranties contained herein, Purchaser shall purchase from the Company, and the Company shall issue and sell to Purchaser: (i) the Tranche 1 Securities on the Tranche 1 Closing Date, (ii) the Tranche 2 Securities on the Tranche 2 Closing Date and (iii) the Tranche 3 Securities on the Tranche 3 Closing Date.

(b) Closing Payments .

(i) In exchange for the Company’s issuance and sale of the Tranche 1 Securities to Purchaser on the Tranche 1 Closing Date, Purchaser shall pay to the Company in cash an amount equal to the Stock Purchase Price for the Tranche 1 Shares (the “ Tranche 1 Closing Payment ”).

(ii) In exchange for the Company’s issuance and sale of the Tranche 2 Securities to Purchaser on the Tranche 2 Closing Date, Purchaser shall pay to the Company in cash an amount equal to the Stock Purchase Price for the Tranche 2 Securities (the “ Tranche 2 Closing Payment ”).

(i) (iii) In exchange for the Company’s issuance and sale of the Tranche 3 Securities to Purchaser on the Tranche 3 Closing Date, Purchaser shall pay to the Company in cash an amount equal to (a) the Stock Purchase Price for the Tranche 3 Securities, minus (b) the Reimbursed Purchaser Expenses (such difference, the “ Tranche 3 Closing Payment ” and, collectively with the Tranche 1 Closing Payment and the Tranche 2 Closing Payment, the “ Closing Payments ”).

(iv) In addition to making the Closing Payments, the Company shall pay Purchaser the Arrangement Fee following the Tranche 1 Closing, the Tranche 2 Closing or the Tranche 3 Closing, as applicable, pursuant to Section 1.2 .

(i) Within three (3) days of the Tranche 1 Closing Date, the Company shall deposit $2,000,000 from the Tranche 1 Closing Payment into an account (the “ Expense Reimbursement Account ”) at a bank to be mutually agreed upon by the Company and Purchaser. Purchaser and the Company shall jointly hold such account pursuant to an expense reimbursement agreement (the “ Expense Reimbursement Agreement ”), substantially in accordance with the terms and conditions attached hereto as Exhibit D , to be entered into at the Tranche 1 Closing between Purchaser and the Company. Under the Expense Reimbursement Agreement, funds will be released to Purchaser, the Company or third parties to reimburse such parties for reasonable expenses incurred in connection with the procurement of the Loan under Section 6.4(a) and other mutually agreed upon joint opportunity evaluations and transactions (such expenses, collectively, the “ Loan Procurement Expenses ”).

(ii) On the Tranche 2 Closing Date, the Company shall deposit $1,000,000 from the Tranche 2 Closing Payment into the Expense Reimbursement Account.”

5. Section 1.3 of the Agreement is hereby deleted in its entirety and replaced with the following:

“ 1.3 Closings .

(a) Tranche 1 Closing . Subject to the satisfaction or waiver of the conditions set forth in Section 7.1 , the completion of the purchase and sale of the Tranche 1 Securities (the “ Tranche 1 Closing ”) shall occur at 10:00 a.m. local time at the offices of Bryan Cave LLP, Denver, Colorado, on the second (2 nd ) Business Day after the satisfaction or waiver of the conditions set forth in Section 7.1 (other than those that by their terms are to be satisfied or waived at the Tranche 1 Closing), or at such other location, date and time as may be mutually agreed upon by the Company and Purchaser. The date of the Tranche 1 Closing is referred to herein as the “ Tranche 1 Closing Date .”

(b) Tranche 2 Closing . Subject to the satisfaction or waiver of the conditions set forth in Section 7.2 , the completion of the purchase and sale of the Tranche 2 Securities (the “ Tranche 2 Closing ”) shall occur at 10:00 a.m. local time at the offices of Bryan Cave LLP, Denver, Colorado, on the second (2 nd ) Business Day after the satisfaction or waiver of the conditions set forth in Section 7.2 (other than those that by their terms are to be satisfied or waived at the Tranche 2 Closing), or at such other location, date and time as may be mutually agreed upon by the Company and Purchaser. The date of the Tranche 2 Closing is referred to herein as the “ Tranche 2 Closing Date .”

(c) Tranche 3 Closing . Subject to the satisfaction or waiver of the conditions set forth in Section 7.3 , the completion of the purchase and sale of the Tranche

2 Securities (the “ Tranche 3 Closing ”) shall occur at 10:00 a.m. local time at the offices of Bryan Cave LLP, Denver, Colorado, on the second (2 nd ) Business Day after the satisfaction or waiver of the conditions set forth in Section 7.3 (other than those that by their terms are to be satisfied or waived at the Tranche 3 Closing), or at such other location, date and time as may be mutually agreed upon by the Company and Purchaser. The date of the Tranche 3 Closing is referred to herein as the “ Tranche 3 Closing Date .”“

6. Section 1.4 of the Agreement is hereby deleted in its entirety and replaced with the following:

“ 1.4 Tranche 1 Closing Deliveries .

(a) Company Deliveries . At the Tranche 1 Closing, the Company shall deliver or cause to be delivered to Purchaser:

(i) a certificate or certificates representing the Tranche 1 Shares;

(ii) a receipt for the Tranche 1 Closing Payment;

(iii) a duly executed warrant agreement (the “ Warrant Agreement ”), substantially in the form attached hereto as Exhibit C , evidencing the Offered Warrants, registered in the name of Purchaser;

(iv) a duly executed counterpart of the Stockholder Agreement;

(v) a duly executed counterpart of the Expense Reimbursement Agreement;

(vi) a duly executed resignation effective on or before the Tranche 1 Closing Date from the director on the Board, if applicable, pursuant to Section 6.13(a) ;

(vii) a good standing certificate (or its equivalent) for the Company issued by the Secretary of State of the State of Delaware and of such other applicable jurisdictions where the Company is qualified or licensed to do business or own, lease or operate property making such qualification or licensing necessary, dated as of a date within thirty (30) days prior to the Tranche 1 Closing Date;

(viii) copies, certified by the Secretary of the Company, of resolutions of the Board authorizing the execution and delivery of this Agreement and the other Transaction Documents, and in each case, such resolutions shall be in full force and effect and not revoked;

(ix) the documents, instruments and writings required to be delivered to Purchaser by the Company pursuant to Section 7.1(c) ;

(x) [Intentionally deleted]; and

(xi) such other previously undelivered documents reasonably requested by Purchaser to be delivered by the Company to Purchaser at or prior to the Tranche 1 Closing in connection with this Agreement or the other Transaction Documents to which the Company is a party.

(b) Purchaser Deliveries . At the Tranche 1 Closing, Purchaser shall deliver or cause to be delivered to the Company:

(i) the Tranche 1 Closing Payment by wire transfer in immediately available funds in Dollars to an account specified by the Company in writing no less than three (3) Business Days prior to the Tranche 1 Closing;

(ii) a duly executed counterpart of the Warrant Agreement;

(iii) a duly executed counterpart of the Stockholder Agreement;

(iv) a duly executed counterpart of the Expense Reimbursement Agreement;

(v) [Intentionally deleted];

(vi) the documents, instruments and writings required to be delivered to the Company by Purchaser pursuant to Section 7.1(b) ; and

(vii) such other previously undelivered documents reasonably requested by the Company to be delivered by Purchaser to the Company at or prior to the Tranche 1 Closing in connection with this Agreement or the other Transaction Documents to which Purchaser is a party.”

7. A new Section 1.5 shall be added to the Agreement and shall read as follows:

“ 1.5 Tranche 2 Closing Deliveries .

(a) Company Deliveries . At the Tranche 2 Closing, the Company shall deliver or cause to be delivered to Purchaser:

(i) a certificate or certificates representing the Tranche 2 Securities;

(ii) a receipt for the Tranche 2 Closing Payment;

(iii) the documents, instruments and writings required to be delivered to Purchaser by the Company pursuant to Section 7.2(c) ; and

(iv) such other previously undelivered documents reasonably requested by Purchaser to be delivered by the Company to Purchaser at or prior to the

Tranche 2 Closing in connection with this Agreement or the other Transaction Documents to which the Company is a party.

(b) Purchaser Deliveries . At the Tranche 2 Closing, Purchaser shall deliver or cause to be delivered to the Company:

(i) the Tranche 2 Closing Payment by wire transfer in immediately available funds in Dollars to an account specified by the Company in writing no less than three (3) Business Days prior to the Tranche 2 Closing;

(ii) the documents, instruments and writings required to be delivered to the Company by Purchaser pursuant to Section 7.2(b) ; and

(iii) such other previously undelivered documents reasonably requested by the Company to be delivered by Purchaser to the Company at or prior to the Tranche 2 Closing in connection with this Agreement or the other Transaction Documents to which Purchaser is a party.”

8. A new Section 1.6 shall be added to the Agreement and shall read as follows:

“ 1.6 Tranche 3 Closing Deliveries .

(a) Company Deliveries . At the Tranche 3 Closing, the Company shall deliver or cause to be delivered to Purchaser:

(i) a certificate or certificates representing the Tranche 3 Securities;

(ii) a receipt for the Tranche 3 Closing Payment;

(iii) a duly executed resignation effective as of the Tranche 3 Closing Date from the director on the Board, if applicable, pursuant to Section 6.13(b) ;

(iv) the documents, instruments and writings required to be delivered to Purchaser by the Company pursuant to Section 7.3(c) ; and

(v) such other previously undelivered documents reasonably requested by Purchaser to be delivered by the Company to Purchaser at or prior to the Tranche 3 Closing in connection with this Agreement or the other Transaction Documents to which the Company is a party.

(b) Purchaser Deliveries . At the Tranche 3 Closing, Purchaser shall deliver or cause to be delivered to the Company:

(i) the Tranche 3 Closing Payment by wire transfer in immediately available funds in Dollars to an account specified by the Company in writing no less than three (3) Business Days prior to the Tranche 3 Closing;

(ii) the documents, instruments and writings required to be delivered to the Company by Purchaser pursuant to Section 7.3(b) ; and

(iii) such other previously undelivered documents reasonably requested by the Company to be delivered by Purchaser to the Company at or prior to the Tranche 3 Closing in connection with this Agreement or the other Transaction Documents to which Purchaser is a party.”

9. The introductory paragraph to Article II of the Agreement is hereby amended by replacing the phrase “Closing Date” in the third (3 rd ) line of the paragraph with “Tranche 1 Closing Date.”

10. Section 2.2 of the Agreement is hereby amended by (a) adding the phrase “As of March 31, 2015,” at the beginning of the first (1 st ) line of the paragraph and (b) replacing the phrase “Closing Date” in the twenty-fourth (24 th ) line of the paragraph with “Tranche 1 Closing Date.”

11. Section 4.1 of the Agreement is hereby amended by replacing the phrase “Closing Date” in the second (2 nd ) line of the paragraph with “Tranche 1 Closing Date.”

12. The introductory paragraph of Section 5.1 of the Agreement is hereby amended by replacing the word “Closing” in the second (2 nd ) line of the paragraph with “Tranche 1 Closing.”

13. Section 6.3 of the Agreement is hereby amended by replacing the word “Closing” in the third (3 rd ) line of the paragraph with “Tranche 1 Closing.”

14. Section 6.5(b) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(b) [Intentionally deleted].”

15. Section 6.6(a) of the Agreement is hereby amended by (a) replacing the phrase “the Closing” in the seventh (7 th ) line of the paragraph with “the Tranche 1 Closing, the Tranche 2 Closing or the Tranche 3 Closing” and (b) replacing the phrase “the Closing” in the tenth (10 th ) line of the paragraph with “the Tranche 1 Closing, the Tranche 2 Closing or the Tranche 3 Closing.”

16. Section 6.10 of the Agreement is hereby amended by (a) replacing the phrase “Closing Date” in the fourth (4 th ) line of the paragraph with “Tranche 1 Closing Date” and (b) replacing the phrase “ Section 6.9 ” in the tenth (10 th ) line of the paragraph with “ Section 6.10 .”

17. Section 6.11 of the Agreement is hereby amended by replacing the phrase “the Closing” in the first (1 st ) line of the paragraph with “the Tranche 1 Closing, the Tranche 2 Closing or the Tranche 3 Closing.”

18. Section 6.13 of the Agreement is hereby deleted in its entirety and replaced with the following:

“ 6.13 Board Representation .

(a) The Company shall provide, as of the Tranche 1 Closing, the resignation of the director designated by the Company in conjunction with the appointment of the Purchaser Nominee to be appointed at the Tranche 1 Closing, if necessary to reduce the Board to six (6) members. The Company agrees to use reasonable best efforts to cause the Board, at the Tranche 1 Closing, to be comprised of seven (7) individuals, of whom one (1) individual shall be nominated by Purchaser consistent with the terms of the Stockholder Agreement, subject to requirements of applicable Law and under the rules of the NYSE MKT.

(b) If necessary, the Company shall provide, as of the Tranche 3 Closing, the resignation of the director designated by the Company in conjunction with the appointment of the Purchaser Nominee to be appointed at the Tranche 3 Closing. The Company agrees to use reasonable best efforts to cause the Board, at the Tranche 3 Closing, to be comprised of eight (8) individuals, of whom one (1) individual, in addition to the individual nominated pursuant to Section 6.13(a), shall be nominated by Purchaser consistent with the terms of the Stockholder Agreement (the “ Purchaser Nominees ”), subject to requirements of applicable Law and under the rules of the NYSE MKT.”

19. Section 7.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

“ 7.1 Tranche 1 Closing .

(a) Conditions to the Obligations of Each Party . The obligations of each Party to effect the transactions relating to the Tranche 1 Closing contemplated by this Agreement shall be subject to the satisfaction or waiver of the following conditions:

(i) No Order . No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the transactions contemplated by this Agreement or the other Transaction Documents illegal or otherwise restricting, preventing or prohibiting consummation of the transactions contemplated by this Agreement or the other Transaction Documents.

(ii) Stockholder Approval . The Company shall have received the Stockholder Approval.

(iii) Required Approvals . Purchaser shall have received the approvals set forth in Schedule 3 .

(b) Conditions to the Obligations of the Company . The obligations of the Company to effect the transactions relating to the Tranche 1 Closing contemplated by this Agreement shall be subject to the satisfaction or waiver of the following additional conditions:

(i) Representations and Warranties . Each of the representations and warranties of Purchaser contained in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct as of the Signing Date and as of the Tranche 1 Closing as though made on and as of the Tranche 1 Closing (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), and each of the representations and warranties which is not so qualified shall be true and correct in all material respects as of the Signing Date and as of the Tranche 1 Closing as though made on and as of the Tranche 1 Closing (except that those representations and warranties which address matters only as of a particular date need only remain true and correct in all material respects as of such date).

(ii) Agreements and Covenants . Purchaser shall have performed in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Tranche 1 Closing.

(iii) Tranche 1 Closing Deliveries . Purchaser shall have made all of the deliveries contemplated by Section 1.4(b) .

(iv) Officer’s Certificate . Purchaser shall have delivered to the Company a certificate, dated the Tranche 1 Closing Date, signed by an officer of Purchaser, certifying as to the satisfaction of the conditions specified in Sections 7.1(b)(i) and (ii) .

(c) Conditions to the Obligations of Purchaser . The obligations of Purchaser to effect the transactions relating to the Tranche 1 Closing contemplated by this Agreement shall be subject to the satisfaction or waiver of the following additional conditions:

(i) Representations and Warranties . Each of the representations and warranties of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct as of the Signing Date and as of the Tranche 1 Closing as though made on and as of the Tranche 1 Closing (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date) and each of the representations and warranties which is not so qualified shall be true and correct in all material respects as of the Signing Date and as of the Tranche 1 Closing as though made on and as of the Tranche 1 Closing (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date); provided, however, that with respect to Sections 2.4(b) and 2.17 , all references to

the Toronto Stock Exchange shall not apply if the Company has delisted, or is in the process of delisting from, the Toronto Stock Exchange.

(ii) Agreements and Covenants . Each of the Company and each of its Subsidiaries shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Tranche 1 Closing.

(iii) Stockholder Approval . Purchaser shall have received a true and complete copy of the resolutions of the stockholders of the Company adopting the Stockholder Approval, certified by the Secretary or an Assistant Secretary of the Company.

(iv) [Intentionally deleted].

(v) NYSE MKT Listing . The Company shall have filed an application for the listing of the Offered Securities with the NYSE MKT and shall have received notification from NYSE MKT that the Offered Securities have been approved for listing, subject to official notice of issuance.

(vi) Tranche 1 Closing Deliveries . The Company shall have made all of the deliveries contemplated by Section 1.4(a) .

(vii) Officer’s Certificate . The Company shall have delivered to Purchaser a certificate, dated the Tranche 1 Closing Date, signed by an officer of the Company, certifying as to the satisfaction of the conditions specified in Sections 7.1(c)(i) , (ii) and (viii) .

(viii) No Material Adverse Effect . Since the date of this Agreement, there shall not have occurred any Material Adverse Effect, or any change, event, condition, state of facts or development that may, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ix) Resignation of Directors; Re-Constitution of the Board . If necessary such that the Board of Directors shall constitute six (6) members immediately prior to the Tranche 1 Closing, the director of the Company identified by the Company to Purchaser shall have submitted his resignation in writing to the Company with copies to Purchaser. Such resignation shall be effective as of or before the Tranche 1 Closing. The Purchaser Nominee to be appointed at the Tranche 1 Closing shall have been appointed or elected as one (1) of the seven (7) members of the Board effective as of the Tranche 1 Closing Date.”

20. A new Section 7.2 shall be added to the Agreement and shall read as follows:

“ 7.2 Tranche 2 Closing .

(a) Conditions to the Obligations of Each Party . The obligations of each Party to effect the transactions relating to the Tranche 2 Closing contemplated by this Agreement shall be subject to the satisfaction or waiver of the following conditions:

(b) Conditions to the Obligations of the Company . The obligations of the Company to effect the transactions relating to the Tranche 2 Closing contemplated by this Agreement shall be subject to the satisfaction or waiver of the following additional conditions:

(i) Tranche 2 Closing Deliveries . Purchaser shall have made all of the deliveries contemplated by Section 1.5(b) .

(c) Conditions to the Obligations of Purchaser . The obligations of Purchaser to effect the transactions relating to the Tranche 2 Closing contemplated by this Agreement shall be subject to the satisfaction or waiver of the following additional conditions:

(i) Tranche 2 Closing Deliveries . The Company shall have made all of the deliveries contemplated by Section 1.5(a) .

(ii) Officer’s Certificate . The Company shall have delivered to Purchaser a certificate, dated the Tranche 2 Closing Date, signed by an officer of the Company, certifying as to the satisfaction of the conditions specified in Sections 7.2(c)(iii) , (iv) and (v) .

(iii) Price of Molybdenum . The price of molybdenum oxide shall have been at least $8.00 per pound as published by Platt’s Metals Week for thirty (30) consecutive days.

(iv) Water Permits . The Nevada State Water Engineer shall have issued the water permits for the Mt. Hope Project.

(v) Stockholder Approval . If required, the Company shall have received stockholder approval for the transactions contemplated by this Agreement, as amended.”

21. A new Section 7.3 shall be added to the Agreement and shall read as follows:

“ 7.3 Tranche 3 Closing .

(a) Conditions to the Obligations of Each Party . The obligations of each Party to effect the transactions relating to the Tranche 3 Closing contemplated by this Agreement shall be subject to the satisfaction or waiver of the following conditions:

(b) Conditions to the Obligations of the Company . The obligations of the Company to effect the transactions relating to the Tranche 3 Closing contemplated by this Agreement shall be subject to the satisfaction or waiver of the following additional conditions:

(i) Tranche 3 Closing Deliveries . Purchaser shall have made all of the deliveries contemplated by Section 1.6(b) .

(c) Conditions to the Obligations of Purchaser . The obligations of Purchaser to effect the transactions relating to the Tranche 3 Closing contemplated by this Agreement shall be subject to the satisfaction or waiver of the following additional conditions:

(i) Tranche 3 Closing Deliveries . The Company shall have made all of the deliveries contemplated by Section 1.6(a) .

(ii) Officer’s Certificate . The Company shall have delivered to Purchaser a certificate, dated the Tranche 3 Closing Date, signed by an officer of the Company, certifying as to the satisfaction of the conditions specified in Section 7.3(c)(iv) , (v) and (vi) .

(iii) Resignation of Directors; Re-Constitution of the Board . If applicable, the director of the Company identified by the Company to Purchaser shall have submitted his resignation in writing to the Company with copies to Purchaser. Such resignation shall be effective as of the Tranche 3 Closing. The Purchaser Nominee to be appointed at the Tranche 3 Closing shall have been appointed or elected as one (1) of the eight (8) members of the Board effective as of the Tranche 3 Closing Date.

(iv) Price of Molybdenum . The price of molybdenum oxide shall have been at least $12.00 per pound as published by Platt’s Metals Week for thirty (30) consecutive days.

(v) Resolution of Litigation . The pending litigation relating to the decision of the Nevada State Water Engineer to grant the water permits for the Mt. Hope Project shall have become final and nonappealable or dismissed with prejudice.

(vi) Stockholder Approval . If required, the Company shall have received stockholder approval for the transactions contemplated by this Agreement, as amended.”

22. The introductory paragraph to Section 8.1 of the Agreement is hereby amended by replacing the word “Closing” in the second (2 nd ) line of the paragraph with “Tranche 3 Closing.”

23. Section 8.1(b)(i) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(i) the Tranche 1 Closing shall not have occurred on or before December 31, 2015, the Tranche 2 Closing shall not have occurred on or before the date which is two (2) years from the Tranche 1 Closing Date, or the Tranche 3 Closing shall not have occurred on or before the date which is three (3) years from the Tranche 1 Closing Date;”

24. The definition of “Closing” set forth in Schedule 1 to the Agreement is hereby deleted in its entirety and replaced with the following:

““ Tranche 1 Closing ,” “ Tranche 2 Closing ” and “ Tranche 3 Closing ”: As defined in Section 1.3 .”

25. The definition of “Closing Date” set forth in Schedule 1 to the Agreement is hereby deleted in its entirety and replaced with the following:

““ Tranche 1 Closing Date ,” “ Tranche 2 Closing Date ” and “ Tranche 3 Closing Date ”: As defined in Section 1.3 .”

26. The definition of “Closing Payment” set forth in Schedule 1 to the Agreement is hereby deleted in its entirety and replaced with the following:

““ Closing Payments ”: As defined in Section 1.1(b) .”

27. The definition of “Company Break Fee” set forth in Schedule 1 to the Agreement is hereby deleted in its entirety and replaced with the following:

““ Company Break Fee ”: An amount equal to five percent (5%) of the aggregate Stock Purchase Prices for Tranche 1, Tranche 2 and Tranche 3, payable in cash.

28. The definition of “Permitted Liens” set forth in Schedule 1 to the Agreement is hereby amended by replacing the phrase “Closing Date” in the first (1 st ) line of the paragraph with “Tranche 1 Closing Date.”

29. The definition of “Per Share Price” set forth in Schedule 1 to the Agreement is hereby deleted in its entirety and replaced with the following:

““ Per Share Price ”: (i) With respect to the Tranche 1 Shares, $0.30; (ii) with respect to the Tranche 2 Shares, $0.50; (iii)with respect to the Tranche 3 Shares, $0.6818; and (iv) with respect to the Offered Warrants, the VWAP of the shares of Common Stock for the ninety (90) days prior to the date of this Agreement.”

30. The definition of “Stock Purchase Price” set forth in Schedule 1 to the Agreement is hereby deleted in its entirety and replaced with the following:

““ Stock Purchase Price ”: The product of (i) the Tranche 1 Shares, the Tranche 2 Securities or the Tranche 3 Securities, as applicable, multiplied by (ii) the Per Share Price.”

31. The definition of “Availability” set forth in Schedule 2 to the Agreement is hereby deleted in its entirety and replaced with the following:

“Availability: Loan Agreement to be signed no later than the date that is the two year anniversary of the Tranche 1 Closing Date, available for drawdown from that date until 30 months thereafter.”

32. The Form of Stockholder Agreement attached as Exhibit B to the Agreement is hereby deleted in its entirety and replaced with the Form of Stockholder Agreement attached as Exhibit B to this Amendment.

33. The definition of “Date” set forth in Exhibit D to the Agreement is hereby deleted in its entirety and replaced with the following:

“ Date : Tranche 1 Closing Date of the Investment and Securities Purchase Agreement (the “ Purchase Agreement ”).”

34. The definition of “Term” set forth in Exhibit D to the Agreement is hereby deleted in its entirety and replaced with the following:

“ Term : Commences on Tranche 1 Closing Date and terminates on the earlier of (a) execution of Loan Agreement with one or more Prime Chinese Banks and (b) two years from the Tranche 1 Closing Date (the “ Term ”).”

35. In reference to Section 2.1 of the Agreement, on February 6, 2015, the Company amended its bylaws to add a new Section 3.12 allowing the Board, by affirmative vote of a majority of the directors, to grant a leave of absence to a director for a specified period of time that shall not exceed six months. The amendment gives the Compensation Committee discretion to determine appropriate adjustments to compensation and stock awards with respect to any director granted a leave of absence.

Except as specifically set forth in this Amendment, the Agreement shall remain in full force and effect.

[Signature page follows]

IN WITNESS WHEREOF , the parties have executed this Amendment to be effective as of the date first above written.


	GENERAL MOLY, INC.


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


	AMER INTERNATIONAL GROUP CO., LTD.


	By:	/s/ Wenyin Wang
	Name:	Wenyin Wang
	Title:

[Signature Page to Amendment No. 1 to Investment and Securities Purchase Agreement]

Exhibit B
(to Investment and Securities Purchase Agreement)

Form of Stockholder Agreement

Exhibit 10.2

Execution Version

COMMON STOCK PURCHASE WARRANT

THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT AS OTHERWISE DESCRIBED BELOW.

THE SECURITIES REPRESENTED BY THIS WARRANT ARE SUBJECT TO A STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 24, 2015, COPIES OF WHICH ARE AVAILABLE FROM GENERAL MOLY, INC. UPON REQUEST, AND ANY SALE, PLEDGE, HYPOTHECATION, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF SUCH SECURITIES IS SUBJECT TO SUCH STOCKHOLDER AGREEMENT.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED OR (III) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT.

Warrant No. AW-1

GENERAL MOLY, INC.
(Incorporated under the laws of the State of Delaware)

VOID AFTER THE EXPIRATION TIME (AS DEFINED HEREIN)
Warrant to Purchase 80,000,000 Shares of Common Stock

WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

THIS CERTIFIES THAT, FOR VALUE RECEIVED AS OF NOVEMBER 24, 2015 (the “ Issuance Date ”), Amer International Group Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, or its registered assign(s) (the “ Holder ”) is entitled to purchase from General Moly, Inc., a Delaware corporation (the “ Company ”), subject to the terms and conditions set forth in this Warrant (this “ Warrant ”), EIGHTY MILLION (80,000,000) duly authorized, validly issued, fully paid and nonassessable shares of common stock (“ Common Stock ”), of the Company, at any time commencing on the date the Company first draws down funds under the Loan (the “ Commencement Date ”), and expiring at 5:00 p.m., Denver, Colorado time, on the earlier of (a) the sixty (60) month anniversary of the Commencement Date or (b) the twenty-four (24) month anniversary of the Investment and Securities Purchase Agreement dated as of April 17, 2015, as amended by Amendment No. 1 dated as of November 2, 2015, by and between the Company and the Holder (the “ Securities Purchase Agreement ”), if the Loan Agreement has not been executed by such date (the “ Expiration Time ”). The price for each share of Common Stock purchased hereunder (as may

be adjusted as set forth herein, collectively the “ Warrant Shares ”) is $0.50 per share until expiration of this Warrant (as adjusted as set forth herein, the “ Purchase Price ”).

The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the Holder. The Company may deem and treat the registered holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

Capitalized terms used and not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.

The Holder agrees with the Company that this Warrant is issued, and all the rights hereunder shall be held, subject to all of the conditions, limitations and provisions set forth herein.

1. EXERCISE OF WARRANT .

A. MANNER OF EXERCISE . This Warrant may be exercised in whole at any time, or in part from time to time, during the period commencing on the Commencement Date and expiring on the Expiration Time or, if any such day is a Saturday, Sunday or any other day on which commercial banks in New York City or Beijing, China are authorized or required by law to close, then on the next succeeding day that shall not be such a day by presentation and surrender of this Warrant to the Company at its principal office with the Purchase Form attached as Annex I (the “ Purchase Form ”) duly executed and accompanied by payment (either in cash, by wire transfer or by certified or official bank check, payable to the order of the Company) of the Purchase Price for the number of shares specified in the Purchase Form. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of Warrant Shares for which this Warrant may then be exercised.

B. STATUS AS HOLDER OF WARRANT SHARES; TAXES; EXPIRATION. Upon receipt by the Company of a duly executed Purchase Form, together with the aggregate Purchase Price for the Warrant Shares subject to such Purchase From, the Holder shall be deemed to be the holder of record of the Warrant Shares issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. The Company shall pay any and all documentary stamp or similar issue taxes payable in respect of the issue or delivery of Warrant Shares. This Warrant shall become void, and all rights hereunder shall cease, at the Expiration Time. The Company in its sole discretion may extend the duration of this Warrant by delaying the Expiration Time.

C. ISSUANCE OF CERTIFICATES . As soon as practicable after the exercise of all or any portion of this Warrant, and in any event within fifteen (15) days after the delivery to the Company of the Purchase Form (the “ Warrant Share Delivery Date ”), the Company shall (i) deliver such Warrant Shares subject to such Purchase From electronically if such means is otherwise presently available to and utilized by the Company, registered in such name or names as may be directed by the Holder, or, at the Holder’s request, issue to the Holder a certificate or

certificates (as requested by the Holder) for the number of full Warrant Shares to which the Holder is entitled, and (ii) if this Warrant has not been exercised in full, at the request of the Holder and upon surrender of this Warrant, issue to the Holder a new countersigned warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new warrant shall in all other respects be identical with this Warrant. If the Company fails to deliver the Warrant Shares by the applicable Warrant Share Delivery Date, the Holder shall have the right to rescind such exercise.

D. RIGHT OF COMPANY TO REQUIRE EXERCISE . If the Trading Price of the Common Stock exceeds $2.00 per share for sixty (60) consecutive days at any time after the thirty (30) month anniversary of the Commencement Date and prior to the Expiration Time, the Company may require the Holder to exercise some or all of this Warrant, as determined by the Company in its sole discretion.

2. RESERVATION OF SHARES; AUTHORITY . The Company shall at all times reserve for issuance and delivery upon exercise of this Warrant all Warrant Shares or other shares of capital stock of the Company (and other securities and property) from time to time receivable by the Holder upon exercise of this Warrant. The Company covenants that all Warrant Shares (and other securities and property) which may be issued upon the exercise of the purchase rights represented by this Warrant are duly authorized and, when issued upon such exercise, will be validly issued, fully paid and nonassessable and free of all preemptive rights, taxes, liens or charges. Except as contemplated by the Securities Purchase Agreement, neither the issuance of this Warrant nor the issuance of Warrant Shares on a full or partial exercise of this Warrant (i) is subject to or requires approval of the shareholders of the Company, including any requirement for such approval under the rules of any securities exchange on which the shares of the Company are listed, (ii) is subject to any approval or consent by a governmental authority or regulatory agency, (iii) violates any agreement to which the Company is a party or by which the Company is bound, or (iv) violates any requirements of any stock exchange on which the Common Stock is or may be listed. Subsequent to the issuance of this Warrant and prior to the Commencement Date, the Company and the Holder agree to cooperate in making any required filing under any applicable regulatory requirements that may be necessary in connection with the exercise of this Warrant. Filing fees for any such filing shall be paid by the Company. The Company shall cause the Warrant Shares to be listed on any securities exchange upon which shares of Common Stock of the Company are listed at the time of any exercise.

3. NO FRACTIONAL SHARES . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. If the holder of this Warrant would be entitled, upon the exercise of this Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, purchase such fractional interest, on the basis of the Closing Price on the Business Day before the Purchase Form and this Warrant are duly surrendered to the Company for a full or partial exercise hereof.

4. CHARGES, TAXES AND EXPENSES . The issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of such issuance, all of which taxes and expenses shall be paid by the Company.

5. OBLIGATIONS ABSOLUTE . The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver the Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.

6. STOCK DIVIDENDS; SPLIT-UPS . If after the issuance of this Warrant, the Company shall (i) pay a dividend or make any other distribution payable in shares of Common Stock, options, convertible securities or other Equity Securities, or (ii) subdivide its outstanding shares of Common Stock into a greater number of shares by a split-up of shares, recapitalization or other similar event, then, on the effective day thereof, the number of Warrant Shares shall be proportionally increased or decreased, as applicable, and the then applicable Purchase Price shall be correspondingly adjusted.

7. AGGREGATION OF SHARES . If after the date hereof the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split, or reclassification of shares of Common Stock or other similar event, then, after the effective date of such consolidation, combination or reclassification, the number of Warrant Shares shall be decreased in proportion to such decrease in outstanding shares and the then applicable Purchase Price shall be correspondingly increased.

8. PRO RATA DISTRIBUTIONS . If the Company, at any time prior to the Expiration Time, shall declare, or distribute any dividend or other distribution to all holders of Common Stock (and not to the Holder of the Warrant) of assets or evidence of its indebtedness (including cash and cash dividends), then in each such case the Purchase Price shall be adjusted by multiplying the Purchase Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction, of which the denominator shall be the Purchase Price, and of which the numerator shall be such Purchase Price less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as mutually agreed by the Company and the Holder. The adjustment shall be described in a statement provided to the Holder. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

9. REORGANIZATION, ETC . If after the date hereof there is a capital reorganization (other than a stock dividend or split-up as covered by Section 6 or an aggregation of shares as covered by Section 7 ), reclassification of the Common Stock, consolidation or merger of the Company with another corporation or entity, sale of all or substantially all of the Company’s assets or similar transaction in which the holders of the Company’s Common Stock are entitled to receive stock, securities or assets with respect to or in exchange for Common Stock (each such event, a “ Fundamental Change ”), this Warrant shall, immediately after the Fundamental

Change, remain outstanding and shall thereafter (unless Holder elects otherwise), in lieu of or in addition to (as the case may be) the number of Warrant Shares then subject to this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets to which the Holder would have been entitled if the Holder had exercised this Warrant in full immediately prior to such Fundamental Change. In the event that the stock, securities or assets being issued with respect to or in exchange for Common Stock are being issued by a person or entity other than the Company, the Company shall, as a condition to such Fundamental Change, obtain the agreement of the other person or entity to be bound by the terms of this Warrant and provide Holder an Event Notice of the Fundamental Change in accordance with the requirements of Section 17 below.

10. FORM OF WARRANT . This Warrant need not be changed because of any adjustment pursuant to the terms herein, and any form of warrant issued after such adjustment may state the same Purchase Price and the same number of shares as is stated in this Warrant. However, the Company may at any time in its sole discretion make any change in the form of this Warrant that the Company may deem appropriate and that does not affect the substance thereof or adversely affect the rights of Holder hereunder, and any warrant thereafter issued, whether in exchange or substitution for this Warrant or otherwise, may be in the form as so changed. The Company agrees to promptly notify the Holder of any adjustment to the number of shares, securities or other assets subject to this Warrant or the Purchase Price of the Warrant, any changes to the form of this Warrant or any other change pursuant to the terms herein and to provide Holder with a statement of such changes at the request of the Holder. Each such notification or statement shall be accompanied by a certificate of an executive officer of the Company setting forth in reasonable detail such adjustment(s) and the facts upon which it is based and certifying the calculation thereof.

11. REGISTRATION RIGHTS . The Warrant Shares shall be entitled to the registration rights set forth in Article IV of the Securities Purchase Agreement, subject to the terms and conditions thereof.

12. TRANSFER OF WARRANTS . The Holder understands and agrees that this Warrant and the Warrant Shares have not been registered under the 1933 Act or similar state laws. This Warrant and/or Warrant Shares cannot be sold or transferred unless (i) such transfer is so registered or (ii) an exemption from registration is available at the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitations, the Company shall register the transfer, from time to time, of this Warrant upon the Company’s Warrant Register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Annex II, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company.

A restrictive legend shall be placed upon each share certificate (or reflected in the records of the Company’s transfer agent, in the case of shares issued in book-entry form) acquired upon exercise of this Warrant in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED OR (III) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 24, 2015, COPIES OF WHICH ARE AVAILABLE FROM GENERAL MOLY, INC. UPON REQUEST, AND ANY SALE, PLEDGE, HYPOTHECATION, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF SUCH SECURITIES IS SUBJECT TO SUCH STOCKHOLDER AGREEMENT.

The first paragraph of the foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale without regard to the volume limitations or other limitations on manner of sale pursuant to Rule 144 under the 1933 Act.

The second paragraph of the foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as the Stockholder Agreement has terminated or if the Warrant Shares are being issued to a party not subject to the Stockholder Agreement in a manner permitted under the Stockholder Agreement.

13. NO RIGHTS AS STOCKHOLDERS . Except as otherwise specifically provided herein, prior to the exercise of this Warrant in accordance with the terms hereof and payment of the full exercise price therefor, the Holder will not be entitled to any rights by virtue hereof as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends or other distributions, to exercise any preemptive rights, to consent or to receive notice as stockholders of the Company in respect to the meetings of stockholders or the election of directors of the Company or any other matter.

14. LOST, STOLEN, MUTILATED OR DESTROYED WARRANTS . If this Warrant is lost, stolen, mutilated, or destroyed, the Company may on such terms as to indemnity or otherwise as it may reasonably impose (it being understood that a written indemnification agreement or affidavit of loss from the Holder shall be a sufficient indemnity and no such indemnity shall include the posting of any bond), issue a new warrant of like denomination,

tenor, and date. Notwithstanding the forgoing, no indemnification shall be required if a mutilated Warrant is surrendered to the Company for cancellation. Any such new warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

15. NO IMPAIRMENT . The Company shall not, by amendment to its certificate of incorporation or bylaws, or through any reorganization, recapitalization, transfer of assets, consolidation, merger dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it under the terms of this Warrant, but shall at all times in good faith assist in the carrying out of the provisions of this Warrant and the taking of all such action as may be reasonable requested by the Holder in order to protect the exercise rights of Holder against dilution of other impairment, consistent with the tenor and purpose of this Warrant.

16. GOVERNING LAW; LANGUAGE; WAIVER OF JURY TRIAL .

(a) This Warrant and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of laws principles thereof that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(b) This Warrant has been negotiated and executed by the parties in English. In the event any translation of this Warrant is prepared for convenience or any other purpose, the provisions of the English version shall govern.

(c) Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Warrant or the transactions contemplated hereby.

17. NOTICES OF CERTAIN ACTIONS .

In the event:

(a) the Company sets a record date with respect to the holders of Common Stock for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right;

(b) the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock or by a split-up of shares of Common Stock or other similar event;

(c) the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split, or reclassification of shares of Common Stock or other similar event;

(d) of any Fundamental Change; or

(e) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then, and in each such case, the Company will provide written notice (an “ Event Notice ”) to the Holder at least fifteen (15) days prior to (i) the record date in the case of (a), (b) or (c) above, specifying the record date and the amount and character of such dividend, distribution or right, and (ii) the effective date of any event specified in clause (d) or (e) above, specifying the effective date on which such event is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock will be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such event, if applicable. Any failure to mail an Event Notice required by this Section 17 or any defect therein or in the mailing thereof will not affect the validity of the corporate action required to be specified in such Event Notice. Nothing herein shall prohibit the Holder from exercising this Warrant during the fifteen (15) day period commencing on the date of an Event Notice, provided that such exercise occurs prior to the Expiration Time and the Holder otherwise complies with the terms hereof.

18. MISCELLANEOUS

A. DELIVERY OF NOTICE . Any notice or other communication to be given or delivered shall be delivered in accordance with the notice provisions of the Securities Purchase Agreement.

B. ENTIRE AGREEMENT . This Warrant, together with the Securities Purchase Agreement, the Stockholder Agreement and any other document executed in connection with this Warrant or the Securities Purchase Agreement, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Warrant, the Securities Purchase Agreement or any other document executed in connection with this Warrant or the Securities Purchase Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Warrant.

C. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT . Unless otherwise provided herein, the rights and obligations of the Company and Holder shall survive the exercise of this Warrant.

D. NON-WAIVER . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Expiration Time.

E. EQUITABLE RELIEF . The Company and the Holder acknowledge that a breach or threatened breach of any of the obligations under this Warrant would give rise to irreparable harm to the other party for which monetary damages would not be an adequate remedy and hereby agree that in the event of a breach or threatened breach, the aggrieved party shall have the right, in addition to all other rights and remedies, to equitable relief, including a

restraining order, injunction, specific performance or any other relief that may be available to the aggrieved party.

F. DISPUTE RESOLUTION . All disputes between the parties arising out of, relating to or in connection with this Agreement and not otherwise settled by agreement between the parties shall be exclusively and finally settled in accordance with Schedule 4 of the Securities Purchase Agreement, which hereby is incorporated, mutatis mutandis , by reference into this Warrant

G. SUCCESSORS AND ASSIGNS . This Warrant and the rights evidenced hereby shall be binding on, and inure to the benefit of, the successors and assigns of the parties. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares.

H. FEES AND EXPENSES . Except as otherwise expressly set forth in this Warrant, the Securities Purchase Agreement or any other document executed in connection with this Warrant or the Securities Purchase Agreement, each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Warrant and the transactions contemplated hereby.

I. COUNTERPARTS . This Warrant may be executed in counterparts and via facsimile or other similar electronic transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

[The balance of this page intentionally left blank]

IN WITNESS WHEREOF, the Company and Holder have each caused this Warrant to be duly executed, manually or in facsimile, by the undersigned thereunto duly authorized.

	GENERAL MOLY, INC.


	By:	/s/ Bruce D. Hansen
	Name:	Bruce D. Hansen
	Title:	CEO


	AMER INTERNATIONAL GROUP CO., LTD.


	By:	/s/ Wenyin Wang
	Name:	Wenyin Wang
	Title:	Chairman

[SIGNATURE PAGE - COMMON STOCK PURCHASE WARRANT]

ANNEX I

TO COMMON STOCK PURCHASE WARRANT

PURCHASE FORM

To:

Dated:

The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ) (the “ Warrant ”), hereby irrevocably elects to purchase shares of the Common Stock covered by such Warrant.

The undersigned herewith makes payment of the full exercise price for such shares at the price per share provided for in such Warrant, which is $ in lawful money of the United States.

Capitalized terms used but not defined herein have the meaning assigned to such terms in the Warrant.

	[Name]


	Name:
	Title:
	Address:

ANNEX II

TO COMMON STOCK PURCHASE WARRANT

ASSIGNMENT FORM

FOR VALUE RECEIVED, hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. ) with respect to the number of shares of Common Stock covered thereby set forth below, unto:

Name of Assignee	Address	No. of Shares

Dated:

	[Name]



	Name:
	Title:

Signature Guaranteed:

By:

The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

Exhibit 10.3

Execution Version

STOCKHOLDER AGREEMENT

BETWEEN

GENERAL MOLY, INC.

AND

AMER INTERNATIONAL GROUP CO., LTD

Dated as of November 24, 2015

TABLE OF CONTENTS

		Page
ARTICLE I CERTAIN DEFINITIONS		1

ARTICLE II ACQUISITION OF EQUITY SECURITIES OR RIGHTS; OTHER COVENANTS		1
2.1	Limits on Acquisitions	1
2.2	Permitted Acquisitions	2
2.3	Amer Right to Maintain Position	2

ARTICLE III COMPANY DIRECTOR NOMINATIONS		3
3.1	Board Composition	3
3.2	Amer Nominees	4
3.3	Company Obligations	4
3.4	Removal, Interim Appointment	5
3.5	Eureka Moly Representative	6

ARTICLE IV DISPOSITIONS OF EQUITY SECURITIES		6
4.1	One-Year Prohibition on Sales; Right to Pledge	6

ARTICLE V LEGEND		6
5.1	Legend	6
5.2	New Certificates	7

ARTICLE VI TERMINATION		7

ARTICLE VII NOTICES		7
7.1	Notices	7

ARTICLE VIII MISCELLANEOUS		8
8.1	Entire Agreement	8
8.2	Amendments	8
8.3	Parties in Interest	8
8.4	Specific Performance	9
8.5	Governing Law; Language	9
8.6	Waiver of Jury Trial	9
8.7	Severability	9
8.8	Headings and Captions	9
8.9	Interpretation	9
8.10	No Waiver of Rights, Powers and Remedies	10
8.11	Counterparts	10
8.12	Rules of Construction	10
8.13	Dispute Resolution	10

STOCKHOLDER AGREEMENT

THIS STOCKHOLDER AGREEMENT (this “ Agreement ”), dated November 24, 2015, is between General Moly, Inc., a Delaware corporation (the “ Company ”), and Amer International Group Co., Ltd, a limited liability company organized under the laws of the People’s Republic of China (“ Amer ”).

RECITALS

A. Pursuant to an Investment and Securities Purchase Agreement, dated as of April 17, 2015, between the Company and Amer, as amended by Amendment No. 1 dated as of November 2, 2015 (the “ Securities Purchase Agreement ”), Amer has acquired beneficial ownership of (i) 13,333,333 shares of common stock of the Company, par value $0.001 per share (“ Common Stock ”), and (ii) warrants to purchase 80,000,000 shares of Common Stock (the “ Warrants ”). Subject to terms and conditions set forth in the Securities Purchase Agreement, Amer will acquire beneficial ownership of an additional 12,000,000 shares of Common Stock in Tranche 2 and an additional 14,666,667 shares of Common Stock in Tranche 3 (the “ Tranche 3 Closing ”), such that, as of the date of the Tranche 3 Closing, Amer will own or have the right to acquire approximately 51% of the shares of Common Stock on a fully-diluted basis.

B. The Securities Purchase Agreement contemplates that the Company will enter into a loan agreement with one or more Prime Chinese Banks to fund the Company’s share of costs (including financing costs) related to the development of the Mt. Hope Project, for approximately $700,000,000 (the “ Bank Loan ”), which will be guaranteed by Amer.

C. The parties are entering into this Agreement pursuant to the Securities Purchase Agreement.

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

AGREEMENT

ARTICLE I
CERTAIN DEFINITIONS

Capitalized terms used herein shall have the respective meanings set forth in Schedule A . Capitalized terms not defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.

ARTICLE II
ACQUISITION OF EQUITY SECURITIES OR RIGHTS;
OTHER COVENANTS

2.1 Limits on Acquisitions . Except as permitted by this Agreement, consented to in writing by the Company or required by applicable Law, the Amer Parties shall not, and shall not permit any of their Affiliates to, acquire beneficial ownership of any Shares (an “ Acquisition ”) if the Amer Parties and their Affiliates immediately after such Acquisition would beneficially own, in the aggregate, Equity Securities constituting more than the Maximum Percentage. If the Amer Parties breach the first sentence of this Section 2.1 , then the Amer Parties shall, as promptly as practicable and permitted by applicable

Law, dispose of a number of Shares sufficient to cause the Amer Parties not to be in breach of the first sentence of this Section 2.1 .

2.2 Permitted Acquisitions . The Amer Parties shall not be in breach of Section 2.1 solely because the Amer Parties and their respective Affiliates become the beneficial owners of a number of Equity Securities exceeding the Maximum Percentage after and solely because of:

(a) any action taken by the Company or any Affiliate of the Company (including the repurchase or redemption by the Company or any of its Affiliates of Equity Securities or Rights, the issuance of Equity Securities or Rights, including pursuant to an offer by the Company or any of its Affiliates to its security holders of rights to subscribe for Equity Securities, the expiration of Rights, or the declaration by the Company of a dividend in respect of any class of Equity Securities payable at the election of such security holders either in cash or in Equity Securities) in respect of which no Amer Party or Affiliate thereof shall have taken any action except as permitted to be taken by holders of Equity Securities or Rights in their capacities as such (including as a result of action taken by the Company or any of its Affiliates, as a result of an election not to tender any of such Amer Party’s Equity Securities pursuant to any such offer to repurchase or redeem, an election to purchase Equity Securities or Rights pursuant to any such subscription offer or an election to be paid a dividend in respect of the Shares in Equity Securities or Rights instead of cash);

(b) acquisitions of Equity Securities or Rights pursuant to any Transaction Document;

(c) acquisitions of Equity Securities or Rights issued (including pursuant to the exercise of stock options granted) to any director designated by Amer in respect of such director’s service on the Board; or

(d) acquisitions of Equity Securities or Rights pursuant to a transaction approved by the Board (including pursuant to any merger, acquisition or other transaction that is approved by the Board);

provided , however , that the Amer Parties shall be in breach of Section 2.1 if the Amer Parties and their Affiliates subsequently acquire additional Equity Securities other than as a result of the actions described in this Section 2.2 and their ownership after such acquisition would exceed the Maximum Percentage.

2.3 Amer Right to Maintain Position .

(a) If the Company issues any Equity Securities or Rights (“ New Securities ”), Amer shall have the right to purchase, in accordance with Section 2.3(b) and (c) , such number of additional New Securities as necessary to ensure that Amer maintains the Amer Ownership Percentage in effect on the date of the Notice of Issuance. “ New Securities ” shall not include:

(i) Equity Securities or Rights issued after the Tranche 1 Closing Date to employees, consultants, officers or directors of the Company or any of its Subsidiaries, or that have been reserved for issuance, pursuant to any employee stock option, employee stock purchase, employee stock bonus plan, or other similar employee stock arrangement approved by the Board;

(ii) Equity Securities or Rights issued in connection with the exercise of warrants, convertible notes or other convertible securities outstanding as of the Tranche 1 Closing Date;

(iii) Equity Securities or Rights issued after the Tranche 1 Closing Date in connection with any pro rata stock split, stock dividend or recapitalization of the Company; or

(iv) Equity Securities or Rights (i) issued in connection with the financing to fund the Company’s share of costs (including financing costs) related to the development of the Mt. Hope Project, and (ii) required to make the first drawdown under the Bank Loan.

(b) If the Company proposes to issue New Securities, it shall give written notice (a “ Notice of Issuance ”) to Amer at least 20 days prior to such issuance, describing all material terms of the New Securities, the price or range of prices and all material terms upon which the Company proposes to issue such New Securities. Amer shall have 20 days from the date of receipt of the Notice of Issuance to agree to purchase all of its pro rata share of New Securities (i) if such consideration shall consist solely of cash, for cash, or (ii) if the consideration is in whole or in part other than cash, for the pro rata share of the cash equivalent of the aggregate consideration (which may be paid in cash or marketable securities), and in any event otherwise upon the terms specified in the Notice of Issuance, by giving written notice to the Company, and stating therein the quantity of New Securities that Amer is electing to purchase. If the issuance of New Securities is for other than cash, the cash equivalent for purposes of this Section 2.3 shall be determined in good faith by the Board and Amer.

(c) If, on the date of the first drawdown under the Bank Loan, the Amer Ownership Percentage is less than 35%, Amer shall have a right, exercisable during the 90-day period beginning on the date of the first drawdown under the Bank Loan, to purchase a number of shares of Common Stock such that, following the purchase of such shares of Common Stock, the Amer Ownership Percentage shall be equal to 35%. In order to exercise its right to purchase shares of Common Stock pursuant to this Section 2.3(c) , Amer shall provide written notice of such intent to the Company during the 90-day period beginning on the date of the first drawdown under the Bank Loan. The purchase price per share for any shares purchased by Amer pursuant to this Section 2.3(c) , shall be the VWAP of the shares of Common Stock for the 90 days prior to the date of the first drawdown under the Bank Loan.

ARTICLE III
COMPANY DIRECTOR NOMINATIONS

3.1 Board Composition .

(a) The Company shall take the actions necessary such that as of the Tranche 1 Closing Date, the Board of Directors of the Company (the “ Board ”) shall consist of the seven directors as set forth on Schedule 3.1(a) (which also designates the remaining term of office of such director), of whom (i) one director has been designated by the Purchaser, and (ii) six directors have been designated by the Company.

(b) The Company shall take the actions necessary such that as of the Tranche 3 Closing Date, the Board shall consist of the eight directors as set forth on Schedule 3.1(b) (which also designates the remaining term of office of such director), of whom (i) two directors have been designated by the Purchaser, and (ii) six directors have been designated by the Company.

(c) Any such directors who had served on the Board immediately prior to the Tranche 1 Closing Date or the Tranche 3 Closing Date, as applicable, who remain as members of the Board as of the Tranche 1 Closing Date or the Tranche 3 Closing Date, as applicable, pursuant to this Section 3.1 shall continue to serve as directors of the Board in the classes with remaining terms of service in which they are serving at such time.

3.2 Amer Nominees .

(a) The Amer Parties shall be entitled to designate one or more nominees for election to the Board (each individual nominated by Amer pursuant to procedures set forth in Section 3.3 , being a “Amer Nominee” and collectively, the “ Amer Nominees ”), as follows.

In the event the Amer Ownership Percentage is:

(i) equal to or greater than 10% but less than 20%, the Amer Parties shall be entitled to designate one nominee for election to the Board,

(ii) equal to or greater than 20% but less than 30%, the Amer Parties shall be entitled to designate two nominees for election to the Board, and

(iii) equal to or greater than 30% following the first drawdown under the Bank Loan, the Amer Parties shall be entitled to designate three nominees for election to the Board.

(b) As long as the Amer Parties have a right to designate two or three nominees for election to the Board in accordance with this Section 3.2 , the Amer Parties shall have the right to designate one of its nominees as the Vice Chairman of the Board.

(c) If Amer has delivered the Guarantee of the Bank Loan, from the date hereof until the subsequent expiration or other termination of the Guarantee, Amer shall have the right to designate one representative to the Management Committee of Eureka Moly and the Company shall take such action as is necessary to cause such representative to be appointed to such Management Committee.

3.3 Company Obligations .

(a) Director Slate, Proxy . The Company shall include and recommend the election of each Amer Nominee in the Board’s slate of nominees submitted and recommended to the Company stockholders:

(i) for each election of directors in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board,

(ii) at every adjournment or postponement thereof, and

(iii) on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board.

(b) Exceptions to the Company Obligations . Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be nominated for election to the Board or recommend to its stockholders the election of any Amer Nominee:

(i) who fails to submit to the Company on a timely basis any questionnaires that the Company reasonably requires of its directors generally and other information that the Company reasonably requests in connection with its obligations under the Securities Laws, or

(ii) the Board or the nominating committee determines in good faith, after consultation with legal counsel, that such action would constitute a breach of its fiduciary duties or applicable law;

provided , however , that upon the occurrence of either event set forth in clause (i) or (ii) above, the Company shall promptly notify Amer of the occurrence of such event and permit Amer to provide an alternative Amer Nominee sufficiently in advance of any Board action, the meetings of the stockholders called or written action of stockholders with respect to such election of nominees and the Company shall be subject to its obligations under this Section 3.3 with respect to such alternative Amer Nominee.

(c) Designation of Nominee . Subject to Section 3.2 , if the Amer Parties wish to designate an Amer Nominee for election at any meeting of the stockholders of the Company where an election for directors of the Company shall take place, Amer shall provide a written notice (the “ Nomination Notice ”) to the Board, in accordance with the procedures described in the proxy statement for the Company’s most recent annual meeting of stockholders, identifying each Amer Nominee whom the Amer Parties are entitled to designate. Upon receiving a Nomination Notice, the Board shall take all actions reasonably necessary to include such Amer Nominees among the candidates in the Company’s next election for members of the Board and shall also recommend that the stockholders of the Company vote for each Amer Nominee for election to the Board, including providing its written recommendation in any proxy materials presented to the stockholders of the Company for such election.

(d) Customary Compensation . The Company shall pay the Amer Nominees customary compensation consistent with other directors for their service on the Board and shall reimburse such nominees’ reasonable costs and expenses involved in attending any meetings of the Board. The Amer Nominees shall also be entitled to benefits under any director and officer insurance policy maintained by the Company and all rights to indemnification, advancement of expenses and exculpation, in each case to the same extent as any other director of the Board.

(e) Maximum Size of Board . The size of the Board will not exceed eight members at any time the Amer Ownership Percentage is less than 30%, and will not exceed seven members at any time the Amer Ownership Percentage is equal to or greater than 30%, subject to requirements of applicable Law and the rules of the NYSE MKT.

(f) Committees . A number of Amer Nominees that is proportionate (rounding up to the next whole director) to the representation that Amer is entitled to elect to the Board under this Agreement shall be appointed to serve on each committee, executive committee or equivalent committee of the Board subject to applicable law and exchange regulations.

3.4 Removal, Interim Appointment . The Company shall take all reasonably necessary action in order to cause the Board to give effect to this ARTICLE III . In the absence of any nomination by the Amer Parties of an Amer Nominee, the individual or individuals previously nominated by the

Amer Parties and then serving shall be re-nominated if still eligible to serve as provided herein. The Amer Parties may request, and vote in favor of, the removal of any Amer Nominee. The Amer Parties (through a written notice to the Company provided by Amer) shall have the right to nominate an individual to fill any vacancy on the Board created by the resignation, removal, incapacity or death of any Amer Nominee. If the Amer Ownership Percentage declines below any level specified in Section 3.2(a), Amer shall promptly cause that number of Amer nominees to resign from the Board as is required so that the number of Amer nominees serving on the Board is not greater than the number specified in Section 3.2(a) .

3.5 Eureka Moly Representative .

(a) Eureka Moly Representative . Following the Tranche 1 Closing and as long as the Loan and Amer’s Guarantee of the Loan is outstanding, Amer shall have the right to designate one of the Representatives (the “ Amer Eureka Representative ”) that Nevada Moly is entitled to appoint to the Management Committee of Eureka Moly (the “ Eureka Management Committee ”). If the Representatives appointed by Nevada Moly are required to vote as a group with respect to any matter requiring the vote of the Eureka Management Committee, Amer shall cause the Amer Eureka Representative to vote with the majority of the Representatives in favor or against such matter and if the Amer Eureka Representative refuses to so vote, the Company may remove the Amer Eureka Representative and such vacancy may be filled by Amer under this Section 3.5(a) . The Company shall reimburse the Amer Eureka Representative for the reasonable costs and expenses of attending Eureka Management Committee meetings. In addition, the Amer Eureka Representative shall receive customary compensation, if any, consistent with other directors for service on the Eureka Management Committee.

(b) Failure to Nominate . In the absence of any designation by Amer of an Amer Eureka Representative, the individual previously designated by Amer and then serving shall be re-nominated if still eligible to serve. Amer may request, and the Company shall cause, the removal of any Amer Eureka Representative, with or without cause. Amer shall have the right to designate the individual to fill any vacancy on the Eureka Management Committee created by the resignation, removal, incapacity or death of any Amer Eureka Representative.

ARTICLE IV
DISPOSITIONS OF EQUITY SECURITIES

4.1 One-Year Prohibition on Sales; Right to Pledge . During the one (1) year period commencing on the date hereof, without the prior written consent of the Board, no Amer Party shall Transfer or permit any of its Affiliates to Transfer beneficial ownership of any Equity Securities other than to a Permitted Transferee. For the avoidance of doubt, this Section 4.1 shall not prevent the Amer Parties from pledging, hypothecating or otherwise placing a Lien on any such Equity Securities, including in connection with financings and other transactions. Any attempted Transfer in violation of this Agreement shall be void.

ARTICLE V
LEGEND

5.1 Legend . The Company shall cause any Equity Securities or Rights issued to each Amer Party or its Affiliates to be subject to a restrictive legend substantially similar to the following:

“The securities represented by this certificate are subject to a Stockholder Agreement dated as of November 24, 2015, copies of which are available from General Moly, Inc.

upon request, and any sale, transfer, assignment or other disposition of such securities is subject to such Stockholders Agreement.”

5.2 New Certificates . Upon surrender to the Company of any certificate representing any Equity Securities or Rights disposed of by an Amer Party under clause (a), (b), (c), or (d) of the definition of “Transfer” in Schedule A or otherwise permitted by this Agreement, the Company shall promptly cause to be issued:

(a) to the transferee or transferees of such Equity Securities or Rights one or more certificates without the legend set forth in Section 5.1 , and

(b) to the holder of Equity Securities or Rights represented by such certificates so surrendered one certificate representing such Equity Securities or Rights, if any, as shall not have been so disposed of, with the legend set forth in Section 5.1 .

Upon termination of this Agreement pursuant to ARTICLE VI below and the surrender to the Company of any certificate representing Equity Securities or Rights, the Company shall cause to be issued to the holder of such Equity Securities or Rights one or more certificates without the legend set forth in Section 5.1 .

ARTICLE VI
TERMINATION

This Agreement shall terminate at the earliest of (a) such time as the Amer Parties beneficially own less than 10% of the Common Stock, (b) the fourth anniversary of this Agreement, or (c) written agreement of the Company and Amer to terminate this Agreement; provided that ARTICLE VII shall survive termination of this Agreement.

ARTICLE VII
NOTICES

7.1 Notices . All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth below or to such other address as a party may designate by notice under this Section 7.1 , and shall be either (a) delivered by hand, (b) made by telecopy or facsimile transmission or (c) sent by Federal Express, DHL, UPS or another internationally recognized delivery service.

If to an Amer Party: Amer International Group Co., Ltd.

29/F, Block A, East Pacific International Center

7888th Shennan Boulevard

Shenzhen, China 518040

Attention: Tong Zhang

Facsimile: +86.755.2711.8899

With a copy to: ZHONG LUN LAW FIRM

36-37/F,SK Tower, 6A Jianguomenwai Avenue Chaoyang District,

Beijing 100022, P.R.China

Attention: Jun CHENG

Facsimile:+86 10 6568 1838

Latham & Watkins

18th Floor, One Exchange Square

8 Connaught Place, Central

Hong Kong

Attention: David M. Blumental

Allen C. Wang

Facsimile: +852.2912.2600

If to the Company: General Moly, Inc.

1726 Cole Blvd.

Suite 115

Lakewood, CO 80401
U.S.A.

Attention: Chief Executive Officer

Facsimile: +1 (303) 928-8598

With a copy to: Bryan Cave LLP

1700 Lincoln Street

Suite 4100

Denver, CO 80203-4541

U.S.A.

Attention: Charles D. Maguire, Esq.

Facsimile: +1 (303) 866-0200

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

ARTICLE VIII
MISCELLANEOUS

8.1 Entire Agreement . This Agreement and the other Transaction Documents, including exhibits or other documents referred to herein and therein, embody the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof.

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

8.3 Parties in Interest . Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto, their Permitted Transferees, in the case of the Amer Parties, and their permitted successors and assigns any benefits, rights or remedies. Except as contemplated by the definitions of “Amer,” “Permitted Transferee” and “Transfer” neither this Agreement nor the rights or

obligations of any party may be assigned or delegated (other than, in the case of an Amer Party, to a Permitted Transferee), by operation of Law or otherwise without the prior written consent of Amer and the Company.

8.4 Specific Performance . The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

8.5 Governing Law; Language . This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of law principles thereof that would cause the application of the laws of any jurisdiction other than the State of Delaware. This Agreement has been negotiated and executed by the parties in English. In the event any translation of this Agreement is prepared for convenience or any other purpose, the provisions of the English version shall govern.

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

8.7 Severability . In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.

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

8.9 Interpretation .

(a) Unless the context of this Agreement otherwise clearly requires, (i) references to the plural include the singular, and references to the singular include the plural, (ii) references to one gender include the other gender, (iii) the words “include,” “includes” and “including” do not limit the preceding terms or words and shall be deemed to be followed by the words “without limitation,” (iv) the terms “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (v) the terms “day” and “days” mean and refer to calendar day(s), (vi) the terms “year” and “years” mean and refer to calendar year(s) and (vii) all references to “the date hereof,” “the date of this Agreement” or similar terms (but excluding references to the date of execution hereof) refer to the date first above written, notwithstanding that the parties may have executed this Agreement on a later date.

(b) Unless otherwise set forth herein, references in this Agreement to (i) any document, instrument or agreement (including this Agreement) include and incorporate all exhibits, schedules and other attachments thereto, as amended, modified or supplemented, and (ii) a particular Law referenced herein means such Law as amended, modified, supplemented or succeeded. When a reference is made in this Agreement to Articles, Sections or any other subdivision, such reference is to an Article, a

Section or other subdivision of this Agreement, unless otherwise indicated. When a reference is made in this Agreement to a party or parties, such reference is to parties to this Agreement, unless otherwise indicated. Unless otherwise specified, all references to “$” shall be deemed to be references to the lawful currency of the United States.

8.10 No Waiver of Rights, Powers and Remedies . No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of the party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

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

8.12 Rules of Construction . The parties hereto agree that they have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

8.13 Dispute Resolution . All disputes between the parties arising out of, relating to or in connection with this Agreement and not otherwise settled by agreement between the parties shall be exclusively and finally settled in accordance with Schedule 4 of the Securities Purchase Agreement, which hereby is incorporated, mutatis mutandis , by reference into this Agreement.

[Signature page follows]

Executed as of the date first set forth above.

	GENERAL MOLY, INC.


	By:	/s/ Bruce D. Hansen
	Name:	Bruce D. Hansen
	Title:	CEO


	AMER INTERNATIONAL GROUP CO., LTD


	By:	/s/ Wenyin Wang
	Name:	Wenyin Wang
	Title:	Chairman

[ Signature Page to Stockholder Agreement ]

SCHEDULE A

(to the Agreement)

Certain Definitions

“ Acquisition ”: As defined in Section 2.1 .

“ Affiliate ”: As defined in Rule 405 under the Securities Act, provided the Company shall not be deemed an affiliate of Amer.

“ Agreement ”: As defined in the Preamble.

“ Amer ”: As defined in the Preamble.

“ Amer Eureka Representative ”: As defined in Section 3.5 .

“ Amer Nominee ”: As defined in Section 3.1 .

“ Amer Ownership Percentage ”: The aggregate percentage beneficial ownership of the shares of Common Stock by Amer and its Affiliates, calculated on a Fully Diluted Basis; provided that for purposes of Sections 3.2(a) and 3.3(e) , aggregate percentage beneficial ownership will be calculated based on the number of shares of Common Stock issued and outstanding.

“ Amer Parties ”: Amer and any Permitted Transferee of Amer who hereafter becomes bound by or who is required to become bound by this Agreement as long as such Person is or is required to be so bound or would be required to be bound. Any Permitted Transferee of Amer will cease to be an Amer Party at such time as such Person is no longer an Affiliate of Amer.

“ Bank Loan ”: As defined in the Recitals.

“ beneficial ownership ” and correlative terms: As determined pursuant to Rule 13d-3 and Rule 13d-5 under the Exchange Act and any successor regulation, except that in calculating beneficial ownership, Equity Securities that may be acquired pursuant to Rights to acquire Equity Securities that are exercisable more than sixty days after a date shall nevertheless be included as beneficially owned.

“ Board ”: The Board of Directors of the Company.

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

“ Company ”: As defined in the Preamble.

“ Control ” and correlative terms: The possession directly or indirectly of the power to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting securities, by contract or otherwise.

“ Equity Securities ”: The Common Stock and any other securities representing equity interests issued by the Company.

“ Eureka Management Committee ”: As defined in Section 3.5 .

“ Eureka Moly ”: Eureka Moly, LLC, a Delaware limited liability company.

Sched. A- 1

“ Exercise Date ”: As defined in Section 3.1(b) .

“ Fully Diluted Basis ”: For the purposes of calculating the Common Stock, assumes the exercise, conversion or exchange as applicable of all Rights.

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

“ Maximum Percentage ”: Following the Tranche 1 Closing under the Securities Purchase Agreement and until the date of the first drawdown under the Bank Loan, the Maximum Percentage shall be an Amer Ownership Percentage equal to 50.9%. During the 90-day period following the date of the first drawdown under the Bank Loan, the Maximum Percentage shall be the greater of the Amer Ownership Percentage at the beginning of such 90-day period and 35%. Following the expiration of such 90-day period, the Maximum Percentage shall be the Amer Ownership Percentage on the first day following the expiration of such 90-day period, as adjusted to give effect to Amer’s exercise (if any) of the purchase rights specified in Section 2.3(c) . Notwithstanding the foregoing, in the event that the Amer Ownership Percentage at any time increases beyond the then applicable Maximum Percentage as a result of (i) any transaction or action described in Section 2.2 of this Agreement, or (ii) any acquisition of Equity Securities or Rights by Amer Parties pursuant to any Transaction Document, the Maximum Percentage shall thereafter be increased by the amount by which the percentage ownership of the Amer Parties immediately after such transaction or action exceeds the prior Maximum Percentage. For the avoidance of doubt, the ownership of shares of Common Stock by the Amer Parties shall be included in the determination of the Amer Ownership Percentage .

“ New Securities ”: As defined in Section 2.3 .

“ Nomination Notice ”: As defined in Section 3.3(c) .

“ Notice of Issuance ”: As defined in Section 2.3(b) .

“ Permitted Transferee ”: In the case of an Amer Party, any Person Controlled by, Controlling, or under common Control with such Amer Party.

“ Person ”: Any individual, firm, corporation, partnership, limited liability company, trust, joint venture, or other entity.

“ Rights ”: Securities of the Company exercisable, convertible or exchangeable for or into Equity Securities (with or without consideration) or that carry any right to subscribe for or acquire Equity Securities.

“ Securities Laws ”: The Securities Act, the Exchange Act, all regulations promulgated by the SEC, the Laws of any other applicable jurisdiction relating to securities regulation and the rules of any exchange upon which Common Stock is trading.

“ Securities Purchase Agreement ”: As defined in the Recitals.

“ Shares ”: Equity Securities beneficially owned (including pursuant to the ownership of Rights) from time to time by the Amer Parties or their Affiliates.

“ Transfer ”: Any sale, exchange or transfer, directly or indirectly, of Equity Securities, including by the sale or other disposition of Control of an entity that directly or indirectly owns Shares, provided ,

Sched. A- 2

however , that none of the following shall constitute a Transfer: (a) any transfer pursuant to any tender or exchange offer for Equity Securities or Rights approved by a majority of the Board, (b) a transfer by operation of Law in connection with any merger, consolidation, statutory share exchange or similar transaction involving the Company approved by a majority of the Board, (c) a transfer pursuant to a plan of liquidation of the Company that has been approved by a majority of the Board, (d) a transfer pursuant to any of the Transaction Documents, or (e) any pledge, hypothecation, encumbrance or any other Lien of any Equity Security or Right.

“ Warrants ”: As defined in the Recitals.

Sched. A- 3

Exhibit 10.4

Execution Version

EXPENSE REIMBURSEMENT AGREEMENT

THIS EXPENSE REIMBURSEMENT AGREEMENT (this “ Agreement ”), dated as of November 24, 2015, is between General Moly, Inc., a Delaware corporation (the “ Company ” ), and Amer International Group Co. Ltd., a limited liability company organized under the laws of the People’s Republic of China (“ Purchaser ”). The Company and Purchaser shall each be referred to herein as a “ Party ” and collectively as the “ Parties ”. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to such terms in the Investment Agreement.

RECITALS

A. The Parties have executed that certain Investment and Securities Purchase Agreement, dated April 17, 2015, as amended by Amendment No. 1 dated as of November 2, 2015 (the “ Investment Agreement ”).

B. In connection with the Tranche 1 Closing of the Investment Agreement, Purchaser has purchased, and the Company has issued, the Tranche 1 Securities in exchange for the consideration set forth therein.

C. In connection with the Tranche 2 Closing of the Investment Agreement, Purchaser will purchase, and the Company will issue, the Tranche 2 Securities in exchange for the consideration set forth therein.

D. In connection with the Tranche 3 Closing of the Investment Agreement, Purchaser will purchase, and the Company will issue, the Tranche 3 Securities in exchange for the consideration set forth therein.

E. In connection with the transactions contemplated by the Investment Agreement, pursuant to Section 6.4 of the Investment Agreement, Purchaser has agreed to use its reasonable best efforts to assist the Company in procuring the Loan (the “ Loan Procurement ”).

F. As set forth in Section 1.1(c) of the Investment Agreement, the Company has agreed to deposit a portion of each of the Tranche 1 Closing Payment and the Tranche 2 Closing Payment in a joint named account (the “ Joint Account ”) to provide a source for reimbursement to Purchaser, the Company or other third parties for Loan Procurement Expenses as set forth in the Investment Agreement.

G. The Parties desire to enter into this Agreement in order to establish the Joint Account and set forth their agreements related to the disbursement of reimbursements for Loan Procurement Expenses (“ Expense Reimbursements ”) from the Joint Account.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and agreements of the Parties and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Creation of Joint Account . Upon the Tranche 1 Closing, the Company shall open and establish, or designate an existing account as, the Joint Account at US Bank N.A. (the “ Bank ”), with each Party being a joint holder. The Joint Account shall be titled “General Moly Loan Procurement Expense Account.”

2. Deposit of Funds .

(a) Within three (3) days of the establishment of the Joint Account, the Company shall deposit directly into the Joint Account $2,000,000 (the “ Tranche 1 Expense Fund Amount ”), which shall be used exclusively to make the Expense Reimbursements as set forth in this Agreement.

(b) On the date of the Tranche 2 Closing, the Company shall deposit directly into the Joint Account an additional $1,000,000 (the “ Tranche 2 Expense Fund Amount ” and, together with the Tranche 1 Expense Fund Amount, the “ Expense Fund Amounts ”), which shall be used exclusively to make the Expense Reimbursements as set forth in this Agreement.

(c) The Parties hereby covenant and agree that they will not knowingly permit any funds in the Joint Account to be used for any Expense Reimbursement which is not in compliance with all applicable laws of the United States of America, including the Securities Act, the Securities Exchange Act of the 1934, the Bank Secrecy Act, the USA Patriot Act, the Foreign Corrupt Practices Act (“ FCPA ”), and other laws and regulations governing the prevention of anti-money laundering, insider trading, anti-corruption, and other illegal acts in the jurisdictions of the United States of America or for any purpose other than as set forth expressly in this Agreement.

3. Use of Funds . The Expense Fund Amounts shall be used solely to reimburse the Purchaser, or other third parties, and Company, upon Purchaser’s written approval, not to be unreasonably withheld, for out-of-pocket expenses incurred in connection with Loan Procurement Expenses and joint business development expenses (the “ Eligible Expenses ”). The Eligible Expenses shall include, but will not be limited to: (a) due diligence done by or on behalf of the Prime Chinese Bank; (b) technical and other reports required by a Prime Chinese Bank with respect to the Company and the Mt. Hope Project; (c) travel and administrative costs; (d) costs incurred in connection with the assignment of the Molybdenum Supply Agreement to a third party; and (e) other mutually agreed upon joint opportunity evaluations and transactions; provided , however , that, any Eligible Expenses in excess of $25,000 individually or a series of expenses in excess of $75,000 shall not be eligible for reimbursement unless pre-approved in writing by the Parties, which approval shall not be unreasonably withheld.

4. Expense Reimbursement .

(a) Each Party agrees that, to be entitled to any Expense Reimbursement for an Eligible Expense, such Party (the “ Claiming Party ”) must deliver to the other Party (the “ Receiving Party ”), within thirty (30) days of the later of the date such Eligible Expense was incurred or invoiced, (a) written notice setting forth (i) the full amount of such Eligible Expense and (ii) how such expense qualifies as an Eligible Expense and (b) true, complete and correct documentation of the Eligible Expense sufficient to evidence compliance by the Claiming Party with all applicable Laws in connection the with the Eligible Expense (a “ Expense Reimbursement Notice ”), in the form attached hereto as Exhibit A . The Expense Reimbursement of any third-party pursuant to this Agreement must occur in connection with

the submission of an Expense Reimbursement Notice approved by a Claiming Party to the Receiving Party for its approval prior to submission to the Company for disbursement.

(b) Should the Receiving Party object to any portion of the Expense Reimbursement Notice, the Receiving Party shall have until 5:00 pm Mountain Standard Time (MST) ten (10) Business Days from delivery of the Expense Reimbursement Notice (such period, the “ Dispute Period ”) to dispute the information contained in the Expense Reimbursement Notice by delivery of its own written notice detailing the reasons for its dispute and reasonable supporting documentation thereof (a “ Dispute Notice ”). If the Receiving Party does not deliver a Dispute Notice within the Dispute Period, then the Expense Reimbursement Notice shall be deemed accepted and the Company shall deliver a copy of the Expense Reimbursement Notice to the Bank as provided in Section 5(a) as soon as practicable. If the Parties cannot agree within ten (10) Business Days following the delivery of such Dispute Notice, if any, by the Receiving Party, the dispute shall be determined by the procedures set forth on Schedule 4 to the Investment Agreement. Within ten (10) Business Days of the final determination thereof, the Company shall deliver an Expense Reimbursement Notice to the Bank as provided in Section 5(a) .

(c) Upon exhaustion of the Expense Fund Amounts, the Parties agree that there shall be no further sums or obligations due under this Agreement and this Agreement shall terminate.

5. Disbursements and Termination of Joint Account .

(a) Disbursement Instructions . Disbursements from the Joint Account shall occur upon satisfaction of the provisions of Section 4(a) and shall be evidenced by signature from both Parties on the Expense Reimbursement Notice, which shall contain the signatures of Authorized Signatories or the respective authorized representatives of both Parties (as identified in the form attached hereto as Exhibit B ), acknowledging and approving the respective disbursement from the Joint Account and the wiring information for the recipient of such disbursement. PDF copies of a fully approved Expense Reimbursement Notice shall be deemed an accepted method to request that the Company process disbursements from the Joint Account.

(b) Priority . The Parties agree that Expense Reimbursements from the Joint Account shall be made in the order in which the Expense Reimbursement Notices are received pursuant to Section 5(a) .

(c) Termination of Joint Account . On the earlier of (i) execution of the Loan, (ii) the occurrence of the event described in Section 4(c) , or (iii) the date that is the two year anniversary of the Tranche 1 Closing Date (the “ Joint Account Expiration Date ”), the Joint Account, shall, if no Expense Reimbursement Notices are then pending pursuant to Section 4(b) , terminate, and any remaining Expense Fund Amounts not then subject to a pending Expense Reimbursement shall be released to the Company. If any Expense Reimbursement Notices are pending pursuant to Section 4(b) , the Joint Account shall remain open as such Expense Reimbursement Notices are resolved, and only for the purpose of potentially settling such Expense Reimbursement Notices. As Expense Reimbursement Notices are issued pursuant to Section 5(a) of this Agreement, any Expense Fund Amounts of the Joint Account then remaining, to the extent not required to satisfy resolved Expense Reimbursement Notices or any unresolved Expense Reimbursement Notices, shall be released immediately to the Company from time to time.

6. Account Information . The Parties shall each have access to all bank statements, any other account information with respect to the Joint Account and the Company agrees to keep complete and accurate records of all payments of any kind made from the Joint Account.

7. Notices . Any notice required to be given under this Agreement by any Party to another shall be given in accordance with notice terms and conditions set forth in Section 9.1 of the Investment Agreement.

8. Further Cooperation . The Parties shall, at any time and from time to time after the Tranche 1 Closing, upon request and without further consideration, execute and deliver such instruments of transfer or other documents and take such further action as may be reasonably required in order to carry out and perform any undertaking hereunder.

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

10. Governing Law . This Agreement and the rights and obligations of the Parties hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of law principles thereof that would cause the application of the laws of any jurisdiction other than the State of Delaware. This Agreement has been negotiated and executed by the Parties in English. In the event any translation of this Agreement is prepared for convenience or any other purpose, the provisions of the English version shall govern.

11. Waiver of Jury Trial . Each of the Parties hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby.

12. Specific Performance . The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

13. Severability . In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.

14. Expenses . Each Party shall bear and pay all costs and expenses (including legal and accounting fees and expenses) incurred by it in connection with this Agreement, including one-half of the costs of any fees or charges imposed on the Joint Account by the Bank.

15. Counterparts . This Agreement may be executed and delivered in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or by electronic image scan transmission in .pdf shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile or electronic image scan transmission in .pdf shall be deemed to be their original signatures for all purposes. Any Party that delivers an executed counterpart signature page by facsimile or by electronic image scan transmission in .pdf shall promptly thereafter deliver a manually executed counterpart signature page to each of the other Parties; provided , however , that the failure to do so shall not affect the validity, enforceability, or binding effect of this Agreement.

16. Successors and Assigns . This Agreement shall be binding and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights or obligations hereunder without the prior written consent of the other Party.

17. Waivers . The failure of any Party to this Agreement at any time or times to require performance of any provision under this Agreement shall in no manner affect the right at a later time to enforce the same performance. A waiver by any Party to this Agreement of any such condition or breach of any term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other condition or breach of any other term, covenant, representation, or warranty contained in this Agreement.

18. Headings . Section headings of this Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions of this Agreement.

19. Good Faith and Fair Dealing . WITH RESPECT TO DETERMINING WHETHER ANY PARTY HAS A CLAIM AGAINST ANOTHER UNDER THIS AGREEMENT, AND IN THE PERFORMANCE OF EACH OF THE PARTIES AGREEMENTS, OBLIGATIONS AND COVENANTS ARISING POST-TRANCHE 1 CLOSING, EACH PARTY SHALL DEAL FAIRLY AND IN GOOD FAITH WITH EACH OTHER.

[Signature Page to Follow]

The Parties have caused this Agreement to be executed by their duly authorized representatives.

	GENERAL MOLY, INC.


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


	AMER INTERNATIONAL GROUP CO., LTD.


	By:	/s/ Tong Zhang
	Name:	Tong Zhang
	Title:	Group Vice President

Signature Page

Exhibit B

General Moly, Inc. - Authorized Representatives of Authorized Signatory

Amer International Group Co. Ltd - Authorized Representatives of Authorized Signatory

Exhibit 99.1

General Moly, Inc. – NYSE MKT and TSX: GMO

1726 Cole Blvd., Suite 115

Lakewood, CO 80401

Phone: (303) 928-8599

Fax: (303) 928-8598

GENERAL MOLY ANNOUNCES CLOSURE OF $4 MILLION TRANCHE 1 EQUITY INVESTMENT WITH AMER INTERNATIONAL

LAKEWOOD, COLORADO — November 30, 2015, General Moly, Inc. (the “Company” or “General Moly”) (NYSE MKT and TSX: GMO), a U.S.-based molybdenum mineral development, exploration, and mining company announced it has closed its sale of the first tranche of equity to AMER International Group (“AMER”), for $4 million. The transaction included the issuance of 13,333,333 shares of General Moly common stock at $0.30 per share, representing a 10.5% fully diluted interest (12% of outstanding interest).

The closure of this first equity tranche is part of a broader financing commitment originally announced April 17, 2015, as amended in our announcement earlier this month on November 3, 2015, whereby AMER has committed to provide a total of $720 million in financing to General Moly, including a $700 million Chinese bank loan AMER will source and guarantee when there is a demonstrated return from the unsustainably low price of molybdenum. With the closure of tranche 1, AMER will also nominate one director to General Moly’s board of directors. In addition, AMER is obligated to purchase 3 million additional shares in a private placement, priced at $0.50 for $6 million, at t ranche 2 of the amended Investment Agreement. Closing of tranche 2 is contingent on the Nevada State Engineer restoring permits for the Mt. Hope Project’s water rights and for the price of molybdenum to average in excess of $8/lb. for a 30 consecutive calendar day period.

Upon a final adjudication of the to be re-issued Mt. Hope Project’s water rights permits through courts or settlement, if further protests and appeals result from the issuance of the water permits, and at such time that the price of molybdenum is in excess of $12/lb. for a 30 consecutive calendar day period, AMER is obligated to purchase the final tranche 3 equity investment of 6.8 million shares in a private placement, priced at $0.68 for $10 million. AMER will nominate an additional director to General Moly’s board with the closing of each of tranche 3 and following bank loan drawdown, if AMER’s ownership percentage is at least 30%. Tranche 2 and tranche 3 may be subject to General Moly stockholder approval.

Bruce D. Hansen, General Moly’s Chief Executive Officer said, “We are extremely pleased to have this first leg of a long term strategic partnership completed which demonstrates AMER’s long term vision of value creation at General Moly as the molybdenum price ultimately recovers to allow for the full financing and development of Mt. Hope. In the interim we will be working with AMER to evaluate and potentially execute upon mutually beneficial acquisition opportunities.”

* * * *

General Moly is a U.S.-based molybdenum mineral development, exploration and mining company listed on the NYSE MKT and the Toronto Stock Exchange under the symbol GMO. The Company’s primary asset, our interest in the Mt. Hope Project located in central Nevada, is considered one of the world’s largest and highest grade molybdenum deposits.

Combined with the Company’s second project, the Liberty Project, a molybdenum and copper property also located in central Nevada, our goal is to become the largest pure play primary molybdenum producer in the world. For more information on the Company, please visit our website at http://www.generalmoly.com.

Contact Information — General Moly:

Investor Relations & Media (303) 928-8591

Website: http://www.generalmoly.com

Forward-Looking Statements

Statements herein that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act, as amended and Section 21E of the Securities Exchange Act of 1934, as amended and are intended to be covered by the safe harbor created by such sections. Such forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those projected, anticipated, expected, or implied by the Company. These risks and uncertainties include, but are not limited to, metals price and production volatility, global economic conditions, currency fluctuations, increased production costs and variances in ore grade or recovery rates from those assumed in mining plans, exploration risks and results, political, operational and project development risks, including the Company’s ability to obtain and maintain required permits to continue construction, commence production and its ability to raise required project financing, adverse governmental regulation and judicial outcomes, including the appeal of the Record of Decision and potential future appeals of to be re-issued water permits and estimates related to cost of production, capital, operating and exploration expenditures. For a detailed discussion of risks and other factors that may impact these forward looking statements, please refer to the Risk Factors and other discussion contained in the Company’s quarterly and annual periodic reports on Forms 10-Q and 10-K, on file with the SEC. The Company undertakes no obligation to update forward-looking statements.