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:  September 25, 2019

 

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)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which
registered

Common Stock, par value $0.001 per share

 

GMO

 

NYSE American and Toronto Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

Emerging growth company                                              o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 

Item 1.01                                           Entry into a Material Definitive Agreement

 

On September 25, 2019, General Moly, Inc. (the “Company”) entered into a 90-day Interest Deferral and Forbearance Agreement (the “Deferral Agreement”) with certain holders (the “Holders”) of the Company’s Senior Convertible Promissory Notes dated December 26, 2014 (the “Convertible Notes”) and/or Senior Promissory Notes issued in connection with the conversion of Convertible Notes (the “Senior Notes” and, together with the Convertible Notes, the “Notes”).  Pursuant to the Deferral Agreement, the Holders have agreed that the Company may defer payment of the interest payments on the Notes that would otherwise be due and payable on September 30, 2019 (totaling approximately $162,000).  The Holders have further agreed that such deferral of interest payments shall not constitute an event of default under the Notes and that such Holders will forbear from enforcing any rights and remedies under the Notes in connection with such deferral.  The Holders collectively hold approximately $6.4 million in aggregate principal amount of the approximately $7.2 million of Notes currently outstanding.

 

The foregoing description of the Deferral Agreement is qualified in its entirety by reference to the full text of the Deferral Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 8.01                                           Other Events

 

On September 30, 2019, the Company issued a press release announcing that it received the final federal permit in the form of a Record of Decision (“ROD”) from the Bureau of Land Management for the Mt. Hope Project on September 27, 2019.  The Mt. Hope Project has now received all permits from the State of Nevada and the federal government to allow construction and operation of the proposed molybdenum mine.  A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01                                           Financial Statements and Exhibits

 

(d)                                 Exhibits

 

Exhibit No.

 

Description

10.1

 

Interest Deferral and Forbearance Agreement dated September 25, 2019, by and between General Moly, Inc. and the Holders of Notes party thereto.

99.1

 

Press Release of General Moly, Inc. dated September 30, 2019.

 

2

 

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: September 30, 2019

By:

/s/ Amanda Corrion

 

 

Amanda Corrion

 

 

Principal Accounting Officer

 

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Exhibit 10.1

 

INTEREST DEFERRAL AND FORBEARANCE AGREEMENT

 

THIS INTEREST DEFERRAL AND FORBEARANCE AGREEMENT (the “Agreement”) made this 25th day of September, 2019, by and between GENERAL MOLY, INC., a Delaware corporation (the “Company”) and each of the undersigned holders of Notes (as hereinafter defined) who are signatories hereto (the “Holders”).

 

WHEREAS, the Holders are holders of either Senior Convertible Promissory Notes, dated December 26, 2014 (the “Convertible Notes”) issued pursuant to a Unit Subscription Agreement dated December 22, 2014 or Senior Promissory Notes issued in connection with the conversion of Convertible Notes (the “Promissory Notes”) or both (collectively, the “Notes”) in each case in the original principal amounts as set forth as Exhibit A attached hereto; and

 

WHEREAS, the undersigned Holders are willing to defer receipt of interest payments due September 30, 2019 under the Notes (the “September 2019 Interest Payment”); and

 

WHEREAS, the undersigned Holders wish to affirm and acknowledge that the deferral of receipt of the September 2019 Interest Payments shall not result in an Event of Default (as such term is defined in the Notes);

 

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

 

1.                                      Deferral of September 2019 Interest Payment.  Each undersigned Holder agrees that (a) the Company may defer payment of, and (b) the Holder elects to defer receipt of, the September 2019 Interest Payment.  The Company agrees that the September 2019 Interest Payment shall be due and payable to the undersigned Holders on December 26, 2019, together with interest at the rate of ten-percent (10%) per annum calculated in accordance with the provisions of the Notes.

 

2.                                      Forbearance.  Provided that there are no other Events of Default, each of the undersigned Holders agrees (a) that the deferral of the September 2019 Interest Payment shall not constitute an Event of Default, and (b) to forbear from enforcing its rights and remedies under the Notes pursuant to the terms of this Agreement.

 

3.                                      No Course of Dealing.  The Company acknowledges, understands and agrees that the undersigned Holders are under no duty or obligation of any kind whatsoever to agree to any additional deferral of interest payments or extend or grant the Company any additional period of forbearance. No course of performance, course of dealing or trade usage is intended by, nor shall be deemed to have occurred, as a result of the agreements of the undersigned Holders as set forth herein.

 

4.                                      Miscellaneous Provisions.

 

a.                                      This Agreement constitutes the entire agreement and understanding among the parties relating to the subject matter hereof, and supersedes all prior proposals, negotiations, agreements and understandings related to such subject matter.  To the extent that any provision of this Agreement conflicts with any term or condition set forth in the Notes, the provisions of this Agreement shall supersede and control.

 

b.                                      No amendment, modification, recision, waiver or release of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the parties hereto.

 

 

c.                                       All notices or demands to parties hereto shall be sufficient if made in writing upon deposit in the mail, postage prepaid, and addressed to the parties respectively as set forth on Exhibit A.

 

d.                                      This Agreement shall be binding upon all parties and their respective heirs, personal representatives, successors and assigns.

 

e.                                       This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of New York, without regard to the choice of law principles of such state.

 

IN WITNESS WHEREOF, the undersigned execute this Agreement effective the day and year first written above.

 

 

GENERAL MOLY, INC.

 

 

 

By:

/s/ R. Scott Roswell

 

 

 

 

 

Its:

Chief Legal Officer

 

2

 

 

HOLDER:

 

 

 

/s/ F. Steven Mooney

 

F. STEVEN MOONEY

 

 

 

ADDRESS:

 

 

 

 

 

 

 

 

 

Holder Signature Page - General Moly, Inc. / Interest Deferral and Forbearance Agreement

 

 

 

HOLDERS:

 

 

 

/s/ Bruce D. Hansen

 

BRUCE HANSEN

 

 

 

/s/ Bong T. Hansen

 

BONG HANSEN

 

 

 

ADDRESS:

 

 

 

 

 

 

 

 

 

Holder Signature Page - General Moly, Inc. / Interest Deferral and Forbearance Agreement

 

 

 

HOLDER:

 

 

 

/s/ Robert I. Pennington

 

ROBERT I. PENNINGTON

 

 

 

ADDRESS:

 

 

 

 

 

 

 

 

 

Holder Signature Page - General Moly, Inc. / Interest Deferral and Forbearance Agreement

 

 

 

HOLDER:

 

 

 

/s/ R. Scott Roswell

 

ROBERT SCOTT ROSWELL

 

 

 

ADDRESS:

 

 

 

 

 

 

 

 

 

Holder Signature Page - General Moly, Inc. / Interest Deferral and Forbearance Agreement

 

 

 

HOLDER:

 

 

 

/s/ Gary Loving

 

GARY LOVING

 

 

 

ADDRESS:

 

 

 

 

 

 

 

 

 

Holder Signature Page - General Moly, Inc. / Interest Deferral and Forbearance Agreement

 

 

 

HOLDER:

 

 

 

MICHAEL K. BRANSTETTER IRA

 

 

 

By:

/s/ Michael K. Branstetter

 

 

 

 

Its

Owner

 

 

 

ADDRESS:

 

 

 

 

 

 

 

 

 

Holder Signature Page - General Moly, Inc. / Interest Deferral and Forbearance Agreement

 

 

 

HOLDERS:

 

 

 

/s/ Michael K. Branstetter

 

MICHAEL BRANSTETTER

 

 

 

/s/ Nancy Branstetter

 

NANCY BRANSTETTER

 

 

 

ADDRESS:

 

 

 

 

 

 

 

 

 

Holder Signature Page - General Moly, Inc. / Interest Deferral and Forbearance Agreement

 

 

EXHIBIT A

 

Holder

 

Convertible Note

 

Promissory Note

 

F. Steven Mooney

 

$

5,000,000.00

 

—

 

Bruce and Bong Hansen

 

$

750,000.00

 

$

368,413.33

 

Robert I. Pennington

 

—

 

$

73,682.67

 

Robert Scott Roswell

 

—

 

$

29,473.07

 

Gary Loving

 

$

100,000.00

 

$

45,929.78

 

Michael K. Branstetter IRA

 

—

 

$

19,451.92

 

Michael & Nancy Branstetter

 

—

 

$

7,294.46

 

Total

 

$

5,850,000.00

 

$

544,245.23

 

 

A-1

 

EXHIBIT B

 

Holders

 

September 2019 Deferred Interest

 

F. Steven Mooney

 

$

126,388.89

 

Bruce and Bong Hansen

 

$

28,271.00

 

Robert I. Pennington

 

$

1,862.53

 

Robert Scott Roswell

 

$

745.01

 

Gary Loving

 

$

3,688.78

 

Michael K. Branstetter IRA

 

$

491.70

 

Michael & Nancy Branstetter

 

$

184.39

 

Total

 

$

161,632.30

 

 

B-1

Exhibit 99.1

 

 

General Moly Receives Federal Record of Decision
for the Mt. Hope Molybdenum Project in Nevada;

Provides Update on Liquidity

 

LAKEWOOD, COLORADO, September 30, 2019 — General Moly, Inc. (the “Company”) (NYSE American and TSX: GMO), the only western-exchange listed, pure-play molybdenum mineral development company, announced that the Company has received the final federal permit in the form of a Record of Decision (“ROD”) from the Bureau of Land Management for the Mt. Hope Project on September 27, 2019. The Mt. Hope Project has now received all permits from the State of Nevada and the federal government to allow construction and operation of the proposed molybdenum mine.

 

Receipt of the ROD marks completion of the National Environmental Policy Act process and approval of the Supplemental Environmental Impact Statement (“SEIS”) by the Bureau of Land Management and the U.S. Department of Interior for the Mt. Hope Project.

 

General Moly owns an 80% interest in the world-class Mt. Hope molybdenum (“moly”) project in Nevada through the Eureka Moly LLC (“EMLLC”) joint venture. POS-Minerals Corporation (“POS-M”), a wholly owned subsidiary of POSCO, the Korean steel company, owns the remaining 20% interest.

 

Chief Executive Officer and Chief Financial Officer Bruce D. Hansen said, “We are extremely pleased to have achieved this significant milestone for the Mt. Hope Project in re-obtaining the ROD and becoming fully permitted and construction ready. The Board of Directors and I thank our diligent staff and legal team for getting across the goal line after a lengthy process with an SEIS that will protect our community, consistent with our core values as a responsible corporate citizen, good neighbor and steward of the environment.

 

“We believe the Mt. Hope deposit is the best undeveloped and lowest-cost primary moly project in the world with leverage to anticipated rising moly prices from improving market fundamentals. As we continue to closely monitor the moly market, we are encouraged by moly’s stable prices over the past two years. With the ROD now in hand, we are intensifying our efforts with our financial advisors in seeking incremental liquidity, project financing, and strategic alternatives to maximize value for our shareholders and help the local economy.”

 

Engineering remains approximately 65% complete at the Mt. Hope moly project. Some preconstruction site work also was previously completed.

 

A development decision to proceed with construction of the Mt. Hope Project requires approval from POS-M and the Company’s Board of Directors, following receipt of project financing.

 

Update on Liquidity Matters

 

On September 26, 2019, the Company entered into a 90-day deferral and forbearance agreement with the primary holder of the 2014 Senior Convertible Notes, along with certain of the Company’s members of management and directors who participated in the 2014 debt offering.  As a result, the Company will defer approximately $162,000 of interest payments due at the end of the third quarter 2019.  The Company continues to explore opportunities with such note holders to exchange the notes for assets and/or extensions to the December 26, 2019 maturity date.

 

Additionally, on September 27, 2019, the Company entered into a Consent Agreement with POS-M to accelerate the repayment of the balance of $1 million the Company advanced to EMLLC to fund the initial settlement payment to the Kobeh Valley ranching family to settle protests to the Mt. Hope water applications, as announced in the Company’s May

 

1

 

14, 2019 news release. Prior to the Consent Agreement, the Company had been repaid $293,000 from the sale of EMLLC non-critical assets, leaving a balance of $707,000.  The remaining balance will now be paid over three monthly installments beginning in October 2019, with the third installment subject to receipt of $400,000 in additional sales of EMLLC non-critical assets.

 

About General Moly

 

General Moly is a U.S.-based, molybdenum mineral exploration and development company listed on the NYSE American, recently known as the NYSE MKT and former American Stock Exchange, and the Toronto Stock Exchange under the symbol GMO. The Company’s primary asset, an 80% 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 wholly-owned Liberty Project, a molybdenum and copper property also located in central Nevada, General Moly’s goal is to become the largest primary molybdenum producer in the world.

 

Molybdenum is a metallic element used primarily as an alloy agent in steel manufacturing.  When added to steel, molybdenum enhances steel strength, resistance to corrosion and extreme temperature performance. In the chemical and petrochemical industries, molybdenum is used in catalysts, especially for cleaner burning fuels by removing sulfur from liquid fuels, and in corrosion inhibitors, high performance lubricants and polymers.

 

Contact:

 

Scott Roswell

(303) 928-8591

 

info@generalmoly.com
Website: 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 availability of cash to continue ongoing operations, availability of insurance, 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, reclamation risks, political, operational and project development risks, ability to maintain required federal and state permits to continue construction, and commence production of molybdenum, copper, silver, lead or zinc, ability to identify any economic mineral reserves of copper, silver, lead or zinc; ability of the Company to obtain approval of its joint venture partner at the Mt. Hope Project in order to mine for molybdenum, copper, silver, lead or zinc, ability to raise required project financing or funding to pursue an exploration program related to potential copper, silver lead or zinc deposits at Mt. Hope, ability to respond to adverse governmental regulation and judicial outcomes, and ability to maintain and /or adjust 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.

 

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