o |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
DELAWARE
|
001-32986
|
91-0232000
|
||
(State
or other jurisdiction of
|
Commission
|
(I.R.S.
Employer
|
||
incorporation
or organization)
|
File
Number
|
Identification
No.)
|
Page
|
|||
Part
I
|
|||
ITEMS
1 & 2.
|
DESCRIPTION
OF BUSINESS AND PROPERTIES
|
1
|
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
28
|
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
28
|
|
Part
II
|
|||
ITEM
5.
|
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASES OF EQUITY SECURITIES
|
29
|
|
ITEM
6.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|
30
|
|
ITEM
7.
|
FINANCIAL
STATEMENTS
|
33
|
|
ITEM
8.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING
AND FINANCIAL DISCLOSURE
|
52
|
|
ITEM
8A.
|
CONTROLS AND PROCEDURES
|
53
|
|
ITEM
8B.
|
OTHER
INFORMATION
|
53
|
|
Part
III
|
|||
ITEM
9.
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, CONTROL
PERSONS
AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(
a
)
OF THE EXCHANGE ACT
|
53
|
|
ITEM
10.
|
EXECUTIVE
COMPENSATION
|
54
|
|
ITEM
11.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
|
54
|
|
ITEM
12.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
54
|
|
ITEM
13.
|
EXHIBITS
|
54
|
|
ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
56
|
|
SIGNATURES
|
57
|
ITEMS 1& 2. |
DESCRIPTION
OF BUSINESS AND PROPERTIES
|
·
|
A
strong, proven management team with experience in mine development,
project financing, and operations.
|
·
|
Our
80% interest in the Mt. Hope Project, currently in the permitting
and
development stage, is anticipated to be one of largest and lowest
cost
primary molybdenum producers in the world, driven, in part, by high
grades
that are processed early in the mine
life.
|
·
|
The
Hall-Tonopah project, which is currently undergoing a pre-feasibility
study, has the potential to become a second, significant, molybdenum
operation and is wholly-owned by the Company and
royalty-free.
|
·
|
Mt.
Hope and Hall-Tonopah are located in Nevada, which is geopolitically
stable and has a long and ongoing history of large-scale, open pit
mining
operations.
|
·
|
Strong
market fundamentals for the supply and demand of
molybdenum.
|
Year
|
Deferral
Fees
|
Advance
Royalties
|
Total
|
|||||||
2008
|
$
|
350,000
|
$
|
2,200,000
|
$
|
2,550,000
|
||||
2009
|
—
|
18,200,000
|
18,200,000
|
|||||||
2010
|
—
|
500,000
|
500,000
|
|||||||
2011
|
—
|
—
|
—
|
|||||||
Thereafter
(1)
|
—
|
—
|
—
|
|||||||
Total
|
$
|
350,000
|
$
|
20,900,000
|
$
|
21,250,000
|
(1)
|
After
the first full year of production, Eureka Moly estimates that the
Production Royalties will be in excess of the Annual Advance Royalties
for
the life of the project and, further, the Construction Royalty Advance
will be fully recovered (credited against MHMI Production Royalties)
by
the end of 2012.
|
Mill Feed Ore Statistics
|
||||||||||
Category
|
Ktons
|
Average
Grade
Mo
%
|
Mo
Recovery %
|
|||||||
Ore
in Years 1-5
|
110,346
|
0.100
|
87.0
|
|||||||
Ore
in Years -1-10
|
220,737
|
0.094
|
86.7
|
|||||||
Ore
in Years 1-20
|
439,195
|
0.086
|
86.2
|
·
|
Primary
Crusher & Coarse Ore Stockpile—The primary crusher (60x89
superior gyratory) will be located adjacent to the pit and crushed
ore
will be fed to a 70,000 ton live capacity
stockpile.
|
·
|
SAG &
Ball Mill Circuit—Ore will be reclaimed from the stockpile from one of
four feeders and fed by conveyor to the SAG mill operating in a closed
circuit with a pebble crusher. Following the SAG mill, the ore will
be
ground to 80% passing 150 microns (0.006 in.) in the two balls mills
at an
average daily processing rate of 60,625
tons.
|
·
|
Flotation
Circuit—Following the grinding circuit, the ore will be processed in a
conventional flotation plant. The molybdenum ore will be treated
through
two banks of rougher/scavenger flotation, one stage of first cleaners
followed by regrind, and four additional stages of cleaner flotation.
Some
molybdenum concentrates with higher levels of contaminant metals
will be
treated through a concentrate leach facility to produce the final
molybdenum concentrate. Recent metallurgical results on the ore,
indicated
that an estimated mill recovery of approximately 85.8% is achievable
across grades ranging from 0.04% through 0.1% Mo with final concentrate
grades of approximately 54% to 56% Mo. The initial 32 years of
higher-grade ores will achieve recoveries of about
87%
|
·
|
Roaster
Circuit—Molybdenum concentrate will be further processed in two
multi-hearth roasters to produce technical grade molybdenum oxide
product.
The roasting facility will provide a fully integrated
process.
|
Statement
of Reserves and Mineralized Material
|
||||||||||||||
Units
= Short Tons
|
||||||||||||||
Reserves
|
|
|
|
|
||||||||||
Cutoff
Grade
|
Proven
Reserves
|
Probable
Reserves
|
Proven+Probable
Reserves
|
|||||||||||
|
Sulfide
|
|
Sulfide
|
|
Sulfide
|
|||||||||
K$Net/hr
|
%Mo
Sulfide
|
Ktons
|
Mo
Grade%
|
Ktons
|
Mo
Grade%
|
Ktons
|
Mo
Grade%
|
|||||||
|
|
|
|
|
|
|
||||||||
$3.000
|
0.034
|
% |
189,675
|
0.083
|
776,251
|
0.065
|
965,926
|
0.068
|
Mineralized
material is tabulated at the breakeven cutoff at $10.00/lb Moly.
|
||||||||||
Breakeven
cutoff covers the cost to mine and process the material.
The
Moly cutoff grades in sulfide form are close approximations to
K$Net/hr.
|
Estimated Capital Costs
|
$ Millions
|
|||
Mine
Preproduction Stripping
|
$
|
44
|
||
Initial
Mine Equipment
|
$
|
171
|
||
Process
Plant and Infrastructure (excluding Roaster)
|
$
|
494
|
||
Roaster
Facilities
|
$
|
78
|
||
Owners
Costs
|
$
|
40
|
||
Community
and Housing Infrastructure
|
$
|
25
|
||
Total
Estimated Initial Capital
|
$
|
852
|
·
|
Approval
of the operations to be conducted and objectives to be accomplished
by the
Mount Hope Project (the “Program”);
|
·
|
Approval
of the budget for costs to be incurred by Eureka Moly and the schedule
of
cash capital contributions to be made to Eureka Moly (the “Budget”);
|
·
|
Approval
of cost overruns in excess of 15% of an approved Program and Budget;
|
·
|
Approval
of an expansion or contraction of the average tons per day planned
of 20%
or more from the relevant tons per day throughput schedule in the
Bankable
Feasibility Study;
|
·
|
Approval
of Eureka Moly’s acquisition or disposition of significant real property,
water rights or real estate assets;
|
·
|
Approval
of the incurrence of indebtedness by Eureka Moly that requires (1)
an
asset of Eureka Moly to be pledged as security, (2) the pledge of
a
membership interest in Eureka Moly or (3) a guaranty by either the
Company
or POS-Minerals, other than in each instance a purchase money security
interest or other security interest in Eureka Moly to finance the
acquisition or lease of equipment; and
|
·
|
Approval
of the issuance by Eureka Moly of an ownership interest to any person
other than the Company or POS-Minerals.
|
·
|
cause
delay or suspension of our development and, ultimately, mining operations
at our Mt. Hope Project, if such operations become uneconomic at
the
then-prevailing molybdenum price;
|
·
|
prevent
us from fulfilling our obligations under our agreements or under
our
permits and licenses which could cause us to lose our interests in,
or be
forced to sell, our properties; and
|
·
|
have
a negative effect on the availability of financing to
us.
|
·
|
timely
issuance of permits and licenses;
|
·
|
procurement
of additional financing;
|
·
|
acquisition
of surface land and easement rights required to develop and operate
the
project;
|
·
|
completion
of basic engineering; and
|
·
|
construction
of the project.
|
·
|
the
accuracy of our mineralization and reserves
estimates;
|
·
|
the
accuracy of assumptions regarding ore grades and recovery
rates;
|
·
|
ground
conditions and physical characteristics of the mineralization, such
as
hardness and the presence or absence of particular metallurgical
characteristics;
|
·
|
the
accuracy of estimated rates and costs of mining and processing;
and
|
·
|
the
ability to obtain all permits and construct a processing facility
at Mt.
Hope.
|
·
|
availability
of labor, power, transportation, commodities and
infrastructure;
|
·
|
increases
in input commodity prices and labor
costs;
|
·
|
fluctuations
in exchange rates;
|
·
|
availability
of financing;
|
·
|
difficulty
of estimating construction costs over a period of years;
and
|
·
|
delays
in obtaining environmental or other government
permits.
|
ITEM 3. |
LEGAL
PROCEEDINGS
|
ITEM 4. |
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
Name
|
Votes
For
|
Votes
Withheld
|
|||||
Bruce
D. Hansen
|
48,572,297
|
92,124
|
|||||
Gene
W. Pierson
|
46,724,755
|
1,939,666
|
|||||
Norman
A. Radford
|
46,496,170
|
2,168,251
|
|||||
R.
David Russell
|
46,708,655
|
1,955,766
|
|||||
Richard
F. Nanna
|
46,495,970
|
2,168,451
|
|||||
Ricardo
M. Campoy
|
48,464,035
|
200,386
|
|||||
Mark
A. Lettes
|
48,351,079
|
313,342
|
For
|
33,130,638
|
|||
Against
|
2,622,959
|
|||
Abstain
|
28,372
|
|||
Broker
Non-Vote
|
12,882,452
|
For
|
28,435,756
|
|||
Against
|
6,108,901
|
|||
Abstain
|
1,237,312
|
|||
Broker
Non-Vote
|
12,882,452
|
For
|
35,409,932
|
|||
Against
|
247,912
|
|||
Abstain
|
124,125
|
|||
Broker
Non-Vote
|
12,882,452
|
ITEM 5. |
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER OF EQUITY
SECURITIES
|
ITEM 6. |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
|
ITEM 7. |
FINANCIAL
STATEMENTS
|
Report
of Independent Registered Public Accounting Firm
|
34
|
|||
Financial
Statements
:
|
||||
Consolidated
Balance Sheets as of December 31, 2007 and December 31,
2006
|
35
|
|||
Consolidated
Statements of Operations for the twelve months ended December 31,
2007, December 31, 2006 and December 31, 2005 and for the period
from inception of Exploration Stage until December 31,
2007
|
36
|
|||
Consolidated
Statements of Cash Flows for the twelve months ended December 31,
2007, December 31, 2006 and December 31, 2005 and for the period
from inception of Exploration Stage until December 31,
2007
|
37
|
|||
Consolidated
Statement of Stockholders’ Equity as of December 31, 2007,
December 31, 2006, December 31, 2005, December 31, 2004,
December 31, 2003, and December 31, 2002
|
38
|
|||
Notes
to Consolidated Financial Statements
|
41
|
Year
Ended
|
January 1, 2002
(Inception of
Exploration Stage)
to
|
||||||||||||
December 31,
2007
|
December 31,
2006
|
December 31,
2005
|
December 31,
2007
|
||||||||||
REVENUES
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||
OPERATING
EXPENSES:
|
|||||||||||||
Exploration
and evaluation
|
20,660
|
6,146
|
2,384
|
31,035
|
|||||||||
General
and administrative expense
|
18,325
|
7,075
|
2,120
|
28,846
|
|||||||||
TOTAL
OPERATING EXPENSES
|
38,985
|
13,221
|
4,504
|
59,881
|
|||||||||
LOSS
FROM OPERATIONS
|
(38,985
|
)
|
(13,221
|
)
|
(4,504
|
)
|
(59,881
|
)
|
|||||
OTHER
INCOME
|
|||||||||||||
Interest
and dividend income
|
1,305
|
916
|
7
|
2,240
|
|||||||||
Other
income
|
—
|
—
|
—
|
65
|
|||||||||
TOTAL
OTHER INCOME
|
1,305
|
916
|
7
|
2,305
|
|||||||||
LOSS
BEFORE TAXES
|
(37,680
|
)
|
(12,305
|
)
|
(4,497
|
)
|
(57,576
|
)
|
|||||
INCOME
TAXES
|
—
|
—
|
—
|
—
|
|||||||||
NET
LOSS
|
$
|
(37,680
|
)
|
$
|
(12,305
|
)
|
$
|
(4,497
|
)
|
$
|
(57,576
|
)
|
|
BASIC
AND DILUTED NET LOSS PER
|
|||||||||||||
SHARE
OF COMMON STOCK
|
$
|
(0.71
|
)
|
$
|
(0.33
|
)
|
$
|
(0.31
|
)
|
||||
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING—BASIC AND
DILUTED
|
53,331
|
37,303
|
14,508
|
Year
Ended
|
1-Jan-02
(Inception of
Exploration
Stage) to
|
||||||||||||
December 31,
2007
|
December 31,
2006
|
December 31,
2005
|
December 31,
2007
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||||||||
Net
loss
|
$
|
(37,680
|
)
|
$
|
(12,305
|
)
|
$
|
(4,497
|
)
|
$
|
(57,576
|
)
|
|
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
|||||||||||||
Services
and expenses paid with common stock
|
304
|
331
|
143
|
1,990
|
|||||||||
Depreciation
and amortization
|
185
|
58
|
11
|
258
|
|||||||||
Equity
compensation for management and directors
|
6,217
|
2,105
|
279
|
9,527
|
|||||||||
Decrease
(increase) in deposits, prepaid expenses and other
|
(167
|
)
|
(188
|
)
|
(43
|
)
|
(402
|
)
|
|||||
Increase
(decrease) in accounts payable and accrued liabilities
|
6,328
|
290
|
776
|
7,434
|
|||||||||
(Decrease)
increase in post closure reclamation and remediation costs
|
303
|
—
|
—
|
303
|
|||||||||
Net
cash used by operating activities
|
(24,510
|
)
|
(9,709
|
)
|
(3,331
|
)
|
(38,466
|
)
|
|||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||||||||
Payments
for the purchase of equipment
|
(465
|
)
|
(320
|
)
|
(13
|
)
|
(843
|
)
|
|||||
Purchase
of securities
|
—
|
—
|
—
|
(137
|
)
|
||||||||
Purchase
of mining properties, land and water rights
|
(18,578
|
)
|
(7,747
|
)
|
(16
|
)
|
(26,365
|
)
|
|||||
Deposits
on long lead items
|
(490
|
)
|
—
|
—
|
(490
|
)
|
|||||||
Decrease
(increase) in restricted cash
|
(286
|
)
|
—
|
—
|
(286
|
)
|
|||||||
Cash
provided by sale of marketable
securities
|
—
|
—
|
—
|
246
|
|||||||||
Net
cash provided (used) by investing activities
|
(19,819
|
)
|
(8,067
|
)
|
(29
|
)
|
(27,875
|
)
|
|||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||||||||
Proceeds
from issuance of stock, net of issuance costs
|
104,682
|
35,401
|
2,916
|
144,530
|
|||||||||
Net
increase in debt
|
136
|
—
|
—
|
136
|
|||||||||
Net
cash provided by financing activities:
|
104,818
|
35,401
|
2,916
|
144,666
|
|||||||||
Net
increase (decrease) in cash and cash equivalents
|
60,489
|
17,625
|
(444
|
)
|
78,325
|
||||||||
Cash
and cash equivalents, beginning of period
|
17,882
|
257
|
701
|
46
|
|||||||||
Cash
and cash equivalents, end of period
|
$
|
78,371
|
$
|
17,882
|
$
|
257
|
$
|
78,371
|
|||||
NON-CASH
INVESTING AND FINANCING ACTIVITIES:
|
|||||||||||||
Equity
compensation capitalized as development
|
$
|
1,804
|
$
|
—
|
$
|
—
|
$
|
1,804
|
|||||
Restricted
cash held for reclamation bond acquired in an acquisition
|
491
|
—
|
—
|
491
|
|||||||||
Post
closure reclamation and remediation costs and accounts payable
assumed in
an acquisition
|
263
|
—
|
—
|
263
|
|||||||||
Common
stock and warrants issued for property and equipment
|
826
|
—
|
11
|
1,586
|
Shares
|
Amount
|
Additional
Paid-In Capital
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Accumulated
Deficit
|
Total
|
||||||||||||||
Balance,
January 1, 2002
|
3,140,469
|
$
|
4
|
$
|
442
|
$
|
(2
|
)
|
$
|
(213
|
)
|
$
|
231
|
||||||
Issuance
of Common Stock
|
|||||||||||||||||||
For
directors’ fees
|
285,000
|
—
|
18
|
—
|
—
|
18
|
|||||||||||||
Unrealized
Losses on marketable securities
|
—
|
—
|
—
|
(7
|
)
|
—
|
(7
|
)
|
|||||||||||
Net
loss for the year ended December 31, 2002
|
—
|
—
|
—
|
—
|
(20
|
)
|
(20
|
)
|
|||||||||||
Balance,
December 31, 2002
|
3,425,469
|
$
|
4
|
$
|
460
|
$
|
(9
|
)
|
$
|
(233
|
)
|
$
|
222
|
||||||
Issuance
of Common Stock
|
|||||||||||||||||||
for
directors’ fees
|
80,000
|
—
|
8
|
—
|
—
|
8
|
|||||||||||||
Issuance
of Common Stock purchase options for management and administrative
fees
|
—
|
—
|
11
|
—
|
—
|
11
|
|||||||||||||
Unrealized
gains on marketable securities
|
—
|
—
|
—
|
20
|
—
|
20
|
|||||||||||||
Net
loss for the year ended December 31, 2003
|
—
|
—
|
—
|
—
|
(69
|
)
|
(69
|
)
|
|||||||||||
Balance,
December 31, 2003
|
3,505,469
|
$
|
4
|
$
|
479
|
$
|
11
|
$
|
(302
|
)
|
$
|
192
|
|||||||
Issuance
of Common Stock
|
|||||||||||||||||||
for
directors’ fees at $0.50 to 0.62 per share
|
95,000
|
—
|
53
|
—
|
—
|
53
|
|||||||||||||
for
services and expenses at between $0.11 and $0.85 per share
|
617,818
|
—
|
343
|
—
|
—
|
343
|
|||||||||||||
Issuance
of Units of Common Stock and Warrants
|
|||||||||||||||||||
for
property at $1.46 per unit
|
525,000
|
1
|
767
|
—
|
—
|
768
|
|||||||||||||
for
expenses at between $0.40 and $1.44 per unit
|
875,000
|
1
|
868
|
—
|
—
|
869
|
|||||||||||||
for
cash at between $0.15 and $0.40 per unit
|
5,610,555
|
5
|
1,497
|
—
|
—
|
1,502
|
|||||||||||||
Stock
Options
|
|||||||||||||||||||
Exercised
for cash at $0.11 per share
|
260,000
|
—
|
29
|
—
|
—
|
29
|
|||||||||||||
Stock
based compensation
|
—
|
—
|
834
|
—
|
—
|
834
|
|||||||||||||
Unrealized
Losses on marketable securities
|
—
|
—
|
—
|
(11
|
)
|
—
|
(11
|
)
|
|||||||||||
Net
loss for year ended December 31, 2004
|
—
|
—
|
—
|
—
|
(3,005
|
)
|
(3,005
|
)
|
|||||||||||
Balances,
December 31, 2004
|
11,488,842
|
11
|
4,870
|
—
|
(3,307
|
)
|
1,574
|
||||||||||||
Issuance
of Common Stock:
|
|||||||||||||||||||
for
administration between $0.95 and $1.25 per share
|
20,000
|
—
|
23
|
—
|
—
|
23
|
Shares
|
Amount
|
Additional
Paid-In Capital
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Accumulated
Deficit
|
Total
|
||||||||||||||
exploration
expense at $0.75 per share
|
30,000
|
—
|
28
|
—
|
—
|
28
|
|||||||||||||
office
furniture at $0.72 and $1.13 per share
|
15,000
|
—
|
11
|
—
|
—
|
11
|
|||||||||||||
for
services between $0.72 and $1.13 per share
|
89,611
|
—
|
91
|
—
|
—
|
91
|
|||||||||||||
for
exercise of warrants for cash
|
435,000
|
—
|
348
|
—
|
—
|
348
|
|||||||||||||
Issuance
of Units of Common Stock and Warrants
for cash between $0.75 and
$1.10 per unit
|
3,418,932
|
4
|
2,564
|
—
|
—
|
2,568
|
|||||||||||||
Stock
Options
|
|||||||||||||||||||
Exercised
between $0.165 and $0.70 per share
|
988,630
|
1
|
(1
|
)
|
—
|
—
|
—
|
||||||||||||
Stock
based compensation
|
—
|
—
|
280
|
—
|
—
|
280
|
|||||||||||||
Net
loss for the year ended December 31, 2005
|
—
|
—
|
—
|
—
|
(4,497
|
)
|
(4,497
|
)
|
|||||||||||
Balances,
December 31, 2005
|
16,486,015
|
$
|
16
|
$
|
8,214
|
$
|
—
|
$
|
(7,804
|
)
|
$
|
426
|
|||||||
Issuance
of Common Stock:
|
|||||||||||||||||||
for
services between $1.10 and $3.66 per share
|
50,000
|
—
|
113
|
—
|
—
|
113
|
|||||||||||||
Issuance
of Units of Common Stock and Warrants
|
|||||||||||||||||||
Units
for cash between $1.10 and $2.00 per unit
|
18,021,936
|
18
|
33,306
|
—
|
—
|
33,324
|
|||||||||||||
Units
for finders fee
|
170,550
|
—
|
307
|
—
|
—
|
307
|
|||||||||||||
Warrants
for finders fee
|
1,735
|
—
|
—
|
1,735
|
|||||||||||||||
Cost
of offerings including cash costs of $2,282,699
|
—
|
—
|
(4,315
|
)
|
—
|
—
|
(4,315
|
)
|
|||||||||||
Stock
Warrants:
|
|||||||||||||||||||
Issued
for services at $1.07 per warrant
|
—
|
—
|
80
|
—
|
—
|
80
|
|||||||||||||
Exercised
between $0.40 and $1.00 per share
|
5,838,055
|
6
|
4,471
|
—
|
—
|
4,477
|
|||||||||||||
Cashless
exercise of warrants
|
1,482,147
|
1
|
(1
|
)
|
—
|
—
|
—
|
||||||||||||
Stock
Options:
|
|||||||||||||||||||
Exercised
between $0.11 and $0.75 per share
|
340,000
|
1
|
60
|
—
|
—
|
61
|
|||||||||||||
Cashless
exercise of stock options
|
1,008,837
|
1
|
(1
|
)
|
—
|
—
|
—
|
||||||||||||
Stock
based compensation
|
—
|
—
|
2,048
|
—
|
—
|
2,048
|
|||||||||||||
Net
loss for the year ended December 31, 2006
|
—
|
—
|
—
|
—
|
(12,305
|
)
|
(12,305
|
)
|
|||||||||||
Balances,
December 31, 2006
|
43,397,540
|
$
|
43
|
$
|
46,017
|
$
|
—
|
$
|
(20,109
|
)
|
$
|
25,951
|
|||||||
Issuance
of Common Stock:
|
|||||||||||||||||||
For
cash at $8.50 per share
|
8,256,699
|
8
|
70,174
|
—
|
—
|
70,182
|
For
mineral and water rights between $2.80 and $6.15 per share
|
304,950
|
—
|
1,130
|
—
|
—
|
1,130
|
|||||||||||||
Issuance
of Units of Common Stock and Warrants
|
|||||||||||||||||||
Units
for cash at $3.40 per unit
|
7,352,942
|
7
|
24,993
|
—
|
—
|
25,000
|
|||||||||||||
Cash
cost of offering
|
(1,500
|
)
|
—
|
—
|
(1,500
|
)
|
|||||||||||||
Stock
Warrants:
|
|||||||||||||||||||
Exercised
between $0.80 and $3.75 per share
|
4,261,689
|
4
|
9,299
|
—
|
—
|
9,303
|
|||||||||||||
Cashless
exercise of warrants
|
369,715
|
1
|
(1
|
)
|
—
|
—
|
—
|
||||||||||||
Additional
paid in capital from shareholder
|
—
|
—
|
499
|
—
|
—
|
499
|
|||||||||||||
Stock
Options:
|
|||||||||||||||||||
Exercised
between $0.11 and $2.74 per share
|
1,450,833
|
1
|
1,198
|
—
|
—
|
1,199
|
|||||||||||||
Cashless
exercise of stock options
|
361,014
|
1
|
(1
|
)
|
—
|
—
|
—
|
||||||||||||
Issued
pursuant to stock awards
|
415,000
|
1
|
32
|
—
|
—
|
33
|
|||||||||||||
Returned
due to pricing errors on stock option exercise
|
(38,998
|
)
|
—
|
—
|
—
|
—
|
—
|
||||||||||||
Stock
based compensation
|
—
|
—
|
7,988
|
—
|
—
|
7,988
|
|||||||||||||
Net
loss for the year ended December 31, 2007
|
—
|
—
|
—
|
—
|
(37,680
|
)
|
(37,680
|
)
|
|||||||||||
Balances,
December 31, 2007
|
66,131,384
|
$
|
66
|
$
|
159,828
|
$
|
—
|
$
|
(57,789
|
)
|
$
|
102,105
|
At
December 31, 2007
|
At
December 31, 2006
|
||||||
Mt.
Hope Project:
|
|||||||
Development
costs
|
$
|
7,989
|
$
|
—
|
|||
Mineral,
land and water rights
|
9,792
|
2,292
|
|||||
Advance
Royalties
|
1,100
|
—
|
|||||
Total
Mt. Hope Project
|
18,881
|
2,292
|
|||||
Total
Hall-Tonopah Property
|
9,808
|
5,417
|
|||||
Other
Properties
|
889
|
889
|
|||||
Total
|
$
|
29,578
|
$
|
8,598
|
Number
of Shares Under Warrants
|
Exercise
Price
|
||||||
Balance
at December 31, 2004
|
7,010,555
|
$
|
0.40
to $0.80
|
||||
Issued
in connection with private placements
|
3,208,932
|
$
|
1.00
to $1.75
|
||||
Exercised
for cash
|
(435,000
|
)
|
$
|
0.80
to $1.00
|
|||
Balance
at December 31, 2005
|
9,784,487
|
$
|
0.40
to $1.75
|
||||
Issued
in connection with private placements and other
|
9,971,243
|
$
|
1.00
to $1.75
|
||||
Exercised
for cash
|
(5,838,055
|
)
|
$
|
0.40
to $1.00
|
|||
Exercised
in cashless exchange
|
(1,700,000
|
)
|
$
|
0.40
|
|||
Balance
at December 31, 2006
|
12,217,675
|
$
|
0.80
to $3.75
|
||||
Issued
in connection with a private placement
|
3,676,471
|
$
|
5.20
|
||||
Issued
as finders fee
|
1,000,000
|
$
|
10.00
|
||||
Exercised
for cash
|
(4,261,689
|
)
|
$
|
0.80
to $3.75
|
|||
Exercised
in cashless exchange
|
(542,000
|
)
|
$
|
1.00
to $3.75
|
|||
Expired
|
(10,000
|
)
|
$
|
1.00
|
|||
Balance
at December 31, 2007
|
12,080,457
|
$
|
0.80
to $10.00
|
||||
Weighted
average exercise price
|
$
|
4.56
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding Options
|
Weighted Average
Exercise Price of
Outstanding Options
|
Number of
Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
|
|||||||||
Equity
compensation plans not approved by security holders
|
1,307,500
|
$
|
1.31
|
n/a
|
|||||||
Equity
compensation plans approved by security holders:
|
|||||||||||
2006
Plan
|
2,670,000
|
5.26
|
1,420,000
|
(1
)
|
|||||||
2003
Plan
|
90,000
|
1.55
|
360,000
|
||||||||
Total
|
4,067,500
|
$
|
3.91
|
1,780,000
|
(1) |
The
aggregate number of shares of common stock that may be issued pursuant
to
awards granted under the 2006 Equity Incentive Plan will not exceed
5,100,000 plus the number of shares that are ungranted and those
that are
subject to reversion under 2003 Stock Plan. Shares under the 2003
Plan
that become eligible for awards under the 2006 Plan may not be granted
again under the 2003 Plan.
|
Number of Shares
Under Options
|
Weighted Average
Exercise Price
|
||||||
Outstanding
January 1, 2005
|
4,285,000
|
$
|
0.32
|
||||
Granted
|
950,000
|
0.72
|
|||||
Exercised
|
(1,215,000
|
)
|
0.25
|
||||
Forfeited
|
—
|
—
|
|||||
Expired
|
—
|
—
|
|||||
Outstanding
at December 31, 2005
|
4,020,000
|
$
|
0.44
|
||||
Options
exercisable at December 31, 2005
|
3,030,000
|
||||||
Weighted
average fair value of options granted during 2005
|
$
|
0.32
|
|||||
Outstanding
January 1, 2006
|
4,020,000
|
$
|
0.44
|
||||
Granted
|
1,725,000
|
3.02
|
|||||
Exercised
|
(1,615,000
|
)
|
0.49
|
||||
Forfeited
|
(480,000
|
)
|
1.57
|
||||
Expired
|
—
|
||||||
Outstanding
December 31, 2006
|
3,650,000
|
$
|
1.49
|
||||
Exercisable
at December 31, 2006
|
2,705,000
|
||||||
Weighted
Average Fair Value Granted During 2006
|
$
|
3.10
|
|||||
Outstanding
January 1, 2007
|
3,650,000
|
$
|
1.48
|
||||
Granted
|
2,730,000
|
5.21
|
|||||
Exercised
|
(2,170,833
|
)
|
1.54
|
||||
Forfeited
|
(91,667
|
)
|
2.56
|
||||
Expired
|
(50,000
|
)
|
3.20
|
||||
Outstanding
December 31, 2007
|
4,067,500
|
$
|
3.91
|
||||
Exercisable
at December 31, 2007
|
2,350,832
|
$
|
2.38
|
||||
Weighted
Average Fair Value Granted During 2007
|
$
|
2.77
|
December 31,
2007
|
December 31,
2006
|
||||||
Operating
loss carry forward
|
$
|
39,755
|
$
|
14,092
|
|||
Unamortized
exploration expense
|
8,268
|
2,672
|
|||||
Deductible
stock based compensation
|
1,914
|
—
|
|||||
Net
operating loss carry forward
|
$
|
49,936
|
$
|
16,764
|
|||
Deferred
tax asset
|
$
|
17,478
|
$
|
5,868
|
|||
Deferred
tax asset valuation allowance
|
$
|
(17,478
|
)
|
$
|
(5,868
|
)
|
|
Net
deferred tax asset
|
$
|
—
|
$
|
—
|
Year
|
Deferral
Fees
|
Advance
Royalties
|
Total
|
|||||||
2008
|
$
|
350
|
$
|
2,200
|
$
|
2,550
|
||||
2009
|
—
|
18,200
|
18,200
|
|||||||
2010
|
—
|
500
|
500
|
|||||||
2011
|
—
|
—
|
—
|
|||||||
Thereafter
(1)
|
—
|
—
|
—
|
|||||||
Total
|
$
|
350
|
$
|
20,900
|
$
|
21,250
|
(1)
|
After
the first full year of production the Eureka Moly estimates that
the
Production Royalties will be in excess of the Annual Advance
Royalties for
the life of the project and, further, the Construction Royalty
Advance
will be fully recovered (credited against MHMI Production Royalties)
by
the end of 2012.
|
Year
|
Total
|
|||
2008
|
$
|
31,133
|
||
2009
|
55,215
|
|||
2010
|
1,009
|
|||
Total
|
$
|
87,357
|
ITEM 8. |
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
ITEM 8A. |
CONTROLS
AND PROCEDURES
|
ITEM 8B. |
OTHER
INFORMATION
|
ITEM 9. |
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT
|
ITEM 10. |
EXECUTIVE
COMPENSATION
|
ITEM 11. |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
SHAREHOLDER MATTERS
|
ITEM 12. |
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
|
ITEM 13. |
EXHIBITS
|
Exhibit
Number
|
Description
of Exhibit
|
|
2.1
†
|
Agreement
and Plan of Merger, dated October 5, 2007 (Filed as Exhibit 99.1
to our
Current Report on Form 8-K filed on October 5, 2007.)
|
|
3.1
†
|
Certificate
of Incorporation (Filed as Exhibit 3.1 to our Current Report on Form
8-K
filed on October 5, 2007.)
|
|
3.2
†
|
Bylaws
(Filed as Exhibit 3.2 to our Current Report on Form 8-K filed on
October
5, 2007.)
|
|
4.1
†
|
Form of
Security Purchase Agreement in connection with the private placement
completed February 15, 2006 (Filed as Exhibit 4.1 to our Current
Report on Form 8-K filed on February 17,
2006.)
|
|
4.2
†
|
Form of
Common Stock Purchase Warrant in connection with the private placement
completed February 15, 2006 (Filed as Exhibit 4.2 to our Current
Report on Form 8-K filed on February 17,
2006.)
|
|
4.3
†
|
Form of
Common Stock Warrant Issued Pursuant to Placement Agent Agreement
in
connection with the private placement completed February 15, 2006
(Filed as Exhibit 4.3 to our Current Report on Form 8-K filed on
February 17, 2006.)
|
|
4.4
†
|
Form of
Common Stock Purchase Warrant in connection with the private placement
completed January 10, 2006 (Filed as Exhibit 4.3 to our Current
Report on Form 8-K filed on January 17,
2006.)
|
Exhibit
Number
|
Description
of Exhibit
|
|
4.5
†
|
Letter
#1 to Investors regarding Registration Rights dated January 6, 2006
in connection with the private placement completed January 10, 2006
(Filed as Exhibit 4.4 to our Current Report on Form 8-K filed on
January 17, 2006.)
|
|
4.6
†
|
Letter
#2 to Investors regarding Registration Rights dated January 6, 2006
in connection with the private placement completed January 10, 2006
(Filed as Exhibit 4.5 to our Current Report on Form 8-K filed on
January 17, 2006.)
|
|
4.7
†
|
Securities
Purchase Agreement, dated March 28, 2007, for the private placement
completed in April 2007 (Filed as Exhibit 4.5 to our Registration
Statement on Form S-3 filed on May 14, 2007.)
|
|
4.8
†
|
Form
of Warrant Agreement for the private placement completed in April
2007
(Filed as Exhibit 4.6 to our Registration Statement on Form S-3 filed
on
May 14, 2007.)
|
|
10.1
†
|
Lease
Agreement, dated October 17, 2005, between the Company and Mount Hope
Mines, Inc. (Filed as Exhibit 10.1 to our Current Report on
Form 8-K filed on January 23, 2006.)
|
|
10.2
†
|
Modification
to Mount Hope Mines Lease Agreement, dated January 26, 2006 (Filed as
Exhibit 10.11 to our Annual Report on Form 10-KSB filed on
March 31, 2006.)
|
|
10.3
|
Amendment
to Lease Agreement, made effective as of November 20, 2007, between
the
Company and Mount Hope Mines, Inc. (Filed herewith)
|
|
10.4
†
|
Option
to Lease, dated November 12, 2004, between the Company and Mount Hope
Mines, Inc.
(Filed
as Exhibit 10.1 to our
Annual
Report on Form 10-KSB filed on April 6,
2005.)
|
|
10.5
†
|
Stock
Purchase Agreement, dated December 11, 2006, between the Company and
Equatorial Mining Limited (Filed as Exhibit 10.17 to our Annual Report
on
Form 10-KSB filed on April 3, 2007.)
|
|
10.6
|
Securities
Purchase Agreement, dated as of November 19, 2007, between the Company
and
ArcelorMittal S.A. (Filed herewith)
|
|
10.7
†
|
Amended
and Restated Employment Agreement, dated September 13, 2007, between
the
Company and Bruce D. Hansen (Filed as Exhibit 99.1 to our Current
Report
on Form 8-K filed on September 18, 2007.)
|
|
10.8
†
|
Employment
Agreement, dated as of April 25, 2007, between the Company and David
Chaput (Filed as Exhibit 99.1 to our Current Report on Form 8-K filed
on April 27, 2007.)
|
|
10.9
†
|
Form
of Indemnification Agreement (Filed as Exhibit 10.18 to our Current
Report
on Form 8-K filed on October 5, 2007.)
|
|
10.10
|
General
Release and Settlement Agreement between the Company and Robert L.
Russell
entered into on October 1, 2007 (Filed herewith)
|
|
10.11
|
Consulting
and Advisory Agreement between the Company and Robert L. Russell
entered
into on October 1, 2007 (Filed herewith)
|
|
10.12
†
|
2003
Stock Option Plan of the Company (Filed as Exhibit 4.1 to our General
Form for Registration of Securities of Small Business Issuers on
Form 10-SB/A filed on May 14, 2004)
|
|
10.13
†
|
Form of
Stock Option Agreement under 2003 Stock Option Plan of the Company
(Filed
as Exhibit 4.2 to our General Form for Registration of Securities of
Small Business Issuers on Form 10-SB/A filed on May 14,
2004)
|
|
10.14
†
|
2006
Equity Incentive Plan of the Company, as amended (Filed as Exhibit
99.1 to
our Registration Statement on Form S-8 filed on February 13,
2008.)
|
|
10.15
†
|
Form of
Stock Option Grant Notice and Agreement under 2006 Equity Incentive
Plan
of the Company (Filed as Exhibit 10.13 to our Annual Report on
Form 10-KSB filed on April 3, 2007.)
|
|
10.16
†
|
Form of
Restricted Stock Agreement under 2006 Equity Incentive Plan of the
Company
(Filed as Exhibit 10.14 to our Annual Report on Form 10-KSB filed on
April 3, 2007.)
|
|
10.17
†
|
Form of
Non-Employee Option Award Agreement (Filed as Exhibit 99.1 to our
Registration Statement on Form S-8 filed on January 12,
2007.)
|
Exhibit
Number
|
Description
of Exhibit
|
|
10.18
†
|
Form of
Employee Stock Option Agreement (Filed as Exhibit 99.2 to our Registration
Statement on Form S-8 filed on January 12,
2007.)
|
|
10.19*
|
Molybdenum
Supply Agreement between General Moly and ArcelorMittal Purchasing
SAS,
dated as of December 28, 2007 (Filed herewith)
|
|
14.1
†
|
Code
of Conduct and Ethics of Idaho General Mines, Inc. adopted
June 30, 2006 (Filed as Exhibit 14.1 to our Current Report on
Form 8-K filed on July 7, 2006.)
|
|
16.1
†
|
Letter
from
Williams
& Webster, P.S. dated August 22, 2007
(Filed
as Exhibit 16.1 to our Current Report on Form 8-K filed on August 23,
2007.)
|
|
21.1
|
Subsidiaries
of General Moly, Inc.
(Filed
herewith)
|
|
23.1
|
Consent
of PricewaterhouseCoopers LLP
(Filed
herewith)
|
|
23.2
|
Consent
of M3 Engineering & Technology Corporation (Filed
herewith)
|
|
23.3
|
Consent
of Independent Mining Consultants, Inc. (Filed
herewith)
|
|
31.1
|
Certification
of CEO pursuant to Rule 13a-14(a)/15d-14(a)
(Filed
herewith)
|
|
31.2
|
Certification
of CFO pursuant to Rule 13a-14(a)/15d-14(a)
(Filed
herewith)
|
|
32.1
|
Certification
of CEO pursuant to Section 1350
(Filed
herewith)
|
|
32.2
|
Certification
of CFO pursuant to Section 1350
(Filed
herewith)
|
ITEM 14. |
PRINCIPAL
ACCOUNTANT FEES AND
SERVICES
|
GENERAL
MOLY, INC.
|
||
|
|
|
By: | /s/ Bruce D. Hansen | |
Name: Bruce D. Hansen |
||
Title:
Chief
Executive Officer
(Principal
Executive Officer)
|
/s/
Bruce D. Hansen
|
Chief
Executive Officer and Director
|
||||||
Bruce
D. Hansen
|
(Principal
Executive Officer)
|
||||||
/s/
David A. Chaput
|
Chief
Financial Officer
|
||||||
David
A. Chaput
|
(Principal
Financial Officer)
|
||||||
/s/
Daniel G. Zang
|
Controller
and Treasurer
|
||||||
Daniel
G. Zang
|
(Principal
Accounting Officer)
|
||||||
/s/
Ricardo M. Campoy
|
Director
|
||||||
Ricardo
M. Campoy
|
|||||||
/s/
Mark A. Lettes
|
Director
|
||||||
Mark
A. Lettes
|
|||||||
/s/
Jean-Pierre M. Ergas
|
|||||||
Jean-Pierre
M. Ergas
|
Director
|
||||||
/s/
Gary A. Loving
|
Director
|
||||||
Gary
A. Loving
|
|||||||
/s/
R. David Russell
|
Director
|
||||||
R.
David Russell
|
|||||||
/s/
Richard F. Nanna
|
Director
|
||||||
Richard
F. Nanna
|
(a)
|
The
minimum price from which the Production Royalty is calculated shall
be
Twelve Dollars ($12.00) per pound of molybdenum metal (or the equivalent
thereof), and if the actual price paid or credited to GMO by that
third
party is less than $12.00 per pound, those Molybdenum Products shall
be
deemed to have been sold for $12.00 per pound, and Gross Value shall
be
calculated based on that $12.00 per pound deemed sales
price.
|
(b)
|
If
any purchaser of Molybdenum Products under a Hedging Contract pays
less
than the Fair Market Value for those products, the maximum discount
(for
purposes of calculating Company’s Production Royalty) shall be twenty
percent (20%) of the differential between the floor price payable
by the
purchaser and the Fair Market Value at the time of payment to GMO
(the
“Differential”), subject to the price floor described in
Section 1.1(d)(vi)(a) above. In other words, regardless of the actual
amount paid or credited to GMO under any Hedging Contract, and regardless
of the actual discount (if any) from the Fair Market Value of Molybdenum
Products received by any purchaser under a Hedging Contract, the
deemed
sales price on which the Production Royalty is to be calculated and
paid
shall be based on a discount of not more than 20% of the Differential
at
the time of such deemed sale, and that deemed sales price shall never
be
less than $12.00 per pound of molybdenum metal (or the equivalent
thereof), even if a lower price is actually received by or credited
to
GMO. For purposes of this Section 1.1(d)(vi), “Fair Market Value”
shall mean the price of molybdenum metal as quoted by
Metals
Week
or
some other reference source mutually agreeable to the
parties.
|
(c)
|
The
provisions of Sections 1.1(d)(vi)(a) and (b) above shall apply to
Hedging
Contracts which pertain to not more than fifty percent (50%) of the
annual
production of Molybdenum Products from the Property during any calendar
year. If more than fifty percent (50%) of the annual production of
Molybdenum Products from the Property during any calendar year is
sold
under Hedging Contracts, then, with respect to the production in
excess of
fifty percent (50%), GMO shall pay the Production Royalty based on
the
Fair Market Value of those Molybdenum Products at the time they are
deemed
sold. In other words, GMO may enter into Hedging Contracts which
cover
more than 50% of the annual production of Molybdenum Products from
the
Property, the Production Royalty with respect to 50% of the Molybdenum
Products produced from the Property during that calendar year would
be
calculated as set forth in Sections 1.1(d)(vi)(a) and (b) above, and
the Production Royalty on the remainder of the Molybdenum Products
sold
under Hedging Contracts during that calendar year would be calculated
based on their Fair Market Value as set forth in this
Section 1.1(d)(vi)(c). Not later than thirty (30) days prior to the
end of each calendar year beginning with the calendar year during
which
the commencement of Commercial Production occurs, GMO shall provide
to
Owner a good faith estimate of the percentage of Molybdenum Products
that
will be sold from the Property under Hedging Contracts during the
upcoming
calendar year (if known). Along with the Production Royalty payment
and
accompanying statement for the last quarter of each such calendar
year,
GMO shall provide an accounting of the percentage of Molybdenum Products
actually sold under Hedging Contracts during that calendar year,
and shall
include with that quarterly Production Royalty payment any additional
amounts owed to Owner to account for Production Royalty payments
that must
be adjusted to meet the fifty percent (50%) limit described
above.
|
(d)
|
By
way of example (but not limitation), the Production Royalty would
be
payable under a Hedging Contract as
follows:
|
·
|
Floor
price of Molybdenum is $12.00 per pound to the
purchaser.
|
·
|
Fair
Market Value of Molybdenum at time of deemed sale is $30.00 per
pound.
|
·
|
GMO
agrees with purchaser to provide a 20% discount on the Differential.
Differential is $18.00 per pound (30-12), which results in $3.60
(20% of
$18.00) off of the Fair Market Value for purposes of calculating
the
Production Royalty. The deemed sales price (for purposes of calculating
Gross Value) is thus $26.40 per
pound.
|
·
|
Under
this example “Gross Value” would be $26.40 per pound, and the applicable
percentage Production Royalty would be 5%. To the extent Molybdenum
Products sold under this Hedging Contract exceeded 50% of the annual
production of Molybdenum Products from the Property, then for the
excess
Molybdenum Products sold under this Hedging Contract during that
calendar
year, “Gross Value” would be $30.00 per pound, and the applicable
percentage Production Royalty would be 5%.
|
·
|
Floor
price of Molybdenum is $10.00 per pound to the
purchaser.
|
·
|
Fair
Market Value of Molybdenum at time of deemed sale is $35.00 per
pound.
|
·
|
GMO
agrees with purchaser to provide a 30% discount on the Differential.
Differential is $25.00 per pound (35-10), but for purposes of calculating
Production Royalty, calculation is 20% (maximum discount) of $23.00
per
pound (35-12), which results in $4.60 off of the Fair Market Value.
The
deemed sales price (for purposes of calculating Gross Value) is thus
$30.40 per pound.
|
·
|
Under
this example, “Gross Value” would be $30.40 per pound, and the applicable
percentage Production Royalty would be 5%. To the extent Molybdenum
Products sold under this Hedging Contract exceeded 50% of the annual
production of Molybdenum Products from the Property, then for the
excess
Molybdenum Products sold under this Hedging Contract during that
calendar
year, “Gross Value” would be $35.00 per pound, and the applicable
percentage Production Royalty would be 5%.
|
·
|
Floor
price of Molybdenum is $10.00 per pound to the
purchaser.
|
·
|
Fair
Market Value of Molybdenum at that time is $15.50 per
pound.
|
·
|
GMO
agrees with purchaser to provide a 20% discount on the Differential.
Differential is $5.50 per pound (15.50 - 10), which results in $1.10
(20%
of $5.50) off of the Fair Market Value for purposes of calculating
the
Production Royalty. The deemed sales price (for purposes of calculating
Gross Value) is thus $14.40 per
pound.
|
·
|
Under
this example, “Gross Value” would be $14.40 per pound, and the applicable
percentage Production Royalty would be 4.5%. To the extent Molybdenum
Products sold under this Hedging Contract exceeded 50% of the annual
production of Molybdenum Products from the Property, then for the
excess
Molybdenum Products sold under this Hedging Contract during that
calendar
year, “Gross Value” would be $15.50 per pound, and the applicable
percentage Production Royalty would be
5%.
|
·
|
Floor
price of Molybdenum is $16.00 per pound to the
purchaser.
|
·
|
Fair
Market Value of Molybdenum at time of deemed sale is $14.00 per
pound.
|
·
|
The
deemed sales price (for purposes of calculating Gross Value) is $16.00
per
pound.
|
·
|
Under
this example, “Gross Value” would be $16.00 per pound, and the applicable
percentage Production Royalty would be 5%. To the extent Molybdenum
Products sold under this Hedging Contract exceeded 50% of the annual
production of Molybdenum Products from the Property, then for the
excess
Molybdenum Products sold under this Hedging Contract during that
calendar
year, “Gross Value” would be $14.00 per pound, and the applicable
percentage Production Royalty would be 4.5%.
|
·
|
Floor
price of Molybdenum is $11.00 per pound to the
purchaser.
|
·
|
Fair
Market Value of Molybdenum at time of deemed sale is $10.00 per
pound.
|
·
|
The
deemed sales price (for purposes of calculating Gross Value) is $12.00
per
pound.
|
·
|
Under
this example, “Gross Value” would be $12.00 per pound, and the applicable
percentage Production Royalty would be 4.5%. To the extent Molybdenum
Products sold under this Hedging Contract exceeded 50% of the annual
production of Molybdenum Products from the Property, then for the
excess
Molybdenum Products sold under this Hedging Contract during that
calendar
year, “Gross Value” would be $10.00 per pound, and the applicable
percentage Production Royalty would be 3.5%.
|
(e)
|
The
parties agree that quarterly Gross Value computations shall be made
separately for (1) Molybdenum Products sold under Hedging Contracts
during
each calendar quarter and (2) other Molybdenum Products sold during
that
same calendar quarter, and the percentage royalty payable shall be
calculated separately for each category of Molybdenum
Products.
|
(a)
|
Any
“Custom Roasting” complies with all applicable federal, state and local
laws, rules, regulations, and is performed in accordance with all
governmental licenses, permits and approvals and the terms of this
Agreement; and
|
(b)
|
Such
“Custom Roasting” is conducted and is terminated prior to the commencement
of Commercial Production from the Property and the conduct of such
Custom
Roasting is not a reason for the delay of the commencement of Commercial
Production from the Property.
|
(c)
|
Notwithstanding
the provisions of Sections 1.1(d)(vii)(a) and (b), GMO may conduct
Custom
Roasting operations after the commencement of Commercial Production
from
the Property if and only if there is excess roasting capacity after
processing all the Molybdenum produced from the Property. Excess
roasting
capacity may exist as the result of an involuntary reduction by GMO
of
planned production levels at the Property as the direct result of
an event
which GMO could not have reasonably foreseen. Thus, in that situation,
Custom Roasting may occur. GMO may not, however, intentionally reduce
the
levels of production of Molybdenum from the Property to create excess
roasting capacity.
|
(d)
|
If
such “Custom Roasting” operations occur in accordance with
Section 1.1(d)(vi)(c) above, then GMO shall insure that any
commingling of Molybdenum Products from any other property with those
produced from the Property is conducted in accordance with the provisions
of Section 4.5(d).
|
General
Moly, Inc., a Delaware corporation
|
||
|
|
|
By: | /s/ Bruce D. Hansen | |
Name:
Bruce
D. Hansen
Title:
Chief
Executive Officer
Date:
November
20, 2007
|
Mount
Hope Mines, Inc., a Colorado corporation
|
||
|
|
|
By: | /s/ Stephen Drimmer | |
Name:
Stephen
Drimmer
Title:
President
Date:
November
20, 2007
|
Claim
Name
|
Patent/Mineral
Survey #
|
|
Moly
5
|
4883
|
|
Moly
7
|
4883
|
|
Moly
9
|
4883
|
|
Moly
11
|
4883
|
|
Treasure
Hill No. 7
|
4883
|
|
Treasure
Hill No. 8
|
4883
|
|
Treasure
Hill No. 9
|
4883
|
|
Treasure
Hill No. 10
|
4883
|
|
Treasure
Hill No. 11
|
4914
|
|
Treasure
Hill No. 14
|
4913
|
|
Treasure
Hill No. 15
|
4913
|
|
Treasure
Hill No. 16
|
4913
|
|
Treasure
Hill No. 17
|
4883
|
|
Treasure
Hill No. 18
|
4883
|
|
Treasure
Hill No. 19
|
4883
|
|
Treasure
Hill No. 20
|
4914
|
|
Chicago
No. 1 Mine
|
4913
|
|
Chicago
No. 2 Mine
|
4913
|
|
Chicago
No. 3 Mine
|
4883
|
|
Chicago
Extension No. 1 Mine
|
4913
|
|
Chicago
Extension No. 2 Mine
|
4883
|
|
Chicago
Extension No. 3 Mine
|
4883
|
|
Smuggler
|
2284
|
|
Sheridan
|
2285
|
|
Moley
Gibson Mine
|
2118
|
|
Florence
Mine
|
2117
|
|
Scott
No. 6
|
4914
|
|
Scott
No. 7
|
4914
|
|
Scott
No. 12
|
4913
|
|
Daisy
1
|
4919
|
|
Daisy
2
|
4913
|
|
Daisy
5
|
4913
|
|
Lee
No. 1
|
4883
|
|
Lee
No. 2
|
4883
|
|
Lee
No. 3
|
4883
|
|
Lee
No. 4
|
4883
|
|
Lee
No. 5
|
4914
|
|
Lee
No. 6
|
4914
|
|
Lee
No. 7
|
4913
|
|
Lee
No. 8
|
4913
|
|
Lee
No. 9
|
4913
|
|
Lee
No. 10
|
4913
|
|
Lee
No. 11
|
4913
|
|
Gray
Side
|
3481
|
|
Utica
|
3481
|
|
Burbank
1
|
2115
|
|
Burbank
2
|
2116
|
|
Burbank
4
|
2286
|
|
St.
George Lode
|
37A(1699B)
|
(a)
|
During
the period starting with the date sixty (60) days prior to the Company’s
estimated date of filing of, and ending on the date ninety (90) days
immediately following the first effective date of, any registration
statement pertaining to an offering by the Company of securities
for cash
(other than a registration of securities in a Rule 145 transaction or
with respect to an employee benefit plan), provided that the Company
is
actively employing in good faith commercially reasonable efforts
to cause
such registration statement to become effective; and provided further
that
nothing in this paragraph (a) shall affect or hinder Purchaser’s
right to cause the Company to include Registrable Securities as part
of
the registration of any such Company offering, as provided in
Section 4.3(b)
;
|
(b)
|
For
the first twelve months after the Closing Date, provided that nothing
in
this paragraph (b) shall affect or hinder Purchaser’s right to cause the
Company to include Registrable Securities as part of the registration
of
any Company offering, as provided in Section
4.3(b);
|
(c)
|
If,
during the previous twelve (12) months, the Company has effected
two (2)
Registration Statements pursuant to this
Section 4.1
;
provided that amendments or supplements to, and documents or reports
incorporated by reference in, a Registration Statement are deemed
to be
part of the same Registration Statement;
or
|
(d)
|
If
the Company shall furnish to Purchaser a certificate signed by the
President of the Company stating that, in the good faith judgment
of the
Board of Directors and after consultation with counsel, it would
be
seriously detrimental to the Company or its stockholders for a
Registration Statement to be filed in the near future, in which case
the
Company’s obligation to use its commercially reasonable efforts to file a
Registration Statement shall be deferred for a period not to exceed
ninety
(90) days from the receipt of the request to file such registration
by
such Purchaser or Purchaser, provided that the Company may not exercise
this deferral right more than once per twelve (12) month
period.
|
(a)
|
prepare
and file with the SEC such amendments and supplements to the Registration
Statement and the prospectus used in connection with the Registration
Statement, and such documents and reports to be incorporated by reference
into the Registration Statement, as may be necessary to comply with
the
provisions of the Securities Act with respect to the disposition
of the
Registrable Securities;
|
(b)
|
furnish
such number of Registration Statements and prospectuses and other
documents incident thereto, including any amendment of or supplement
to
the prospectus, as Purchaser may from time to time reasonably
request;
|
(c)
|
furnish
to Purchaser copies of any comments that the SEC provides in writing
to
the Company pertaining to a Registration Statement, and any responses
thereto from the Company to the
SEC;
|
(d)
|
promptly
provide notice to Purchaser when a Registration Statement or any
post-effective amendment thereto the same has become effective;
|
(e)
|
use
its commercially reasonable efforts to qualify the Registrable Securities
for offer and sale under such other securities or blue sky laws of
such
jurisdictions in the United States as Purchaser reasonably requests;
|
(f)
|
use
its commercially reasonable efforts to cause all such Registrable
Securities to be listed on The American Stock Exchange or any other
applicable securities exchange or quoted on each inter-dealer quotation
system on which the Company’s common stock is then listed or
quoted;
|
(g)
|
pay
all expenses incurred in connection with such registration, including
but
not limited to, registration and filing fees with the SEC, fees and
expenses of compliance with securities or blue sky laws and fees
and
expenses incurred in connection with the listing or quotation of
the
Registrable Securities; and
|
(h)
|
enter
into customary agreements (including without limitation underwriting
agreements in customary form) if requested by Purchaser, including
such
representations and warranties by the Company and such other terms
and
provisions as are customarily contained in underwriting agreements
generally with respect to secondary distributions, including without
limitation customary lock up provisions, indemnification and contribution
provisions in favor of the underwriters and customary agreements
as to the
provision of opinions of counsel and accountants’
letters.
|
If
to a Purchaser:
|
ArcelorMittal
S.A.
|
|
7
th
Floor, Berkeley Square House
|
||
Berkeley
Square
|
||
London
W1J 6DA
|
||
United
Kingdom
|
||
Attention:
Simon Evans
|
||
Facsimile:
+44 (0) 207 412-0203
|
With
a copy to:
|
Shearman
& Sterling LLP
|
|
Broadgate
West
|
||
9
Appold Street
|
||
London
EC2A 2AP
|
||
United
Kingdom
|
||
Attention:
George Karafotias, Esq.
|
||
Facsimile:
+44 (0) 207 655-5265
|
||
If
to the Company:
|
General
Moly, Inc.
|
|
1726
Cole Blvd.
|
||
Suite
115
|
||
Lakewood,
CO 80401
|
||
Attention:
Chief Executive Officer
|
||
Facsimile:
(303) 928-8598
|
||
With
a copy to:
|
Kirkpatrick
& Lockhart Preston Gates Ellis LLP
|
|
925
Fourth Avenue
|
||
Suite
2900
|
||
Seattle,
WA 98104
|
||
Attention:
Gary J. Kocher, Esq.
|
||
Facsimile:
(206) 370-6105
|
GENERAL MOLY, INC. | ||
|
|
|
By: | /s/ Bruce D. Hansen | |
Name: Bruce D. Hansen |
||
Title: Chief Executive Officer |
ARCELORMITTAL S.A. | ||||
By: | /s/ Sudhir Maheshwari | |||
Sudhir Maheshwari |
||||
Executive
Vice President Finance and
Mergers
& Acquisitions
Member
of the Group Executive Committee
|
a.
|
One
Million Dollars ($1,000,000) on the Effective Date, anticipated
to be on
the eighth (8
th
)
day following execution of this
Agreement;
|
b.
|
Seven
Hundred Fifty Thousand Dollars ($750,000) payable six (6) months
from the
execution date and Seven Hundred Fifty Thousand Dollars ($750,000)
payable
twelve (12) months from the execution date.
|
c.
|
The
above sums shall be paid to the Estate of Robert L. Russell in
the event
of his death.
|
a.
|
The
acquisition by any individual, entity or group (within the meaning
of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of
50% or
more of either (A) the then-outstanding shares of common stock
of the
Employer (the “Company” for purposes of this Section 4)(the "Outstanding
Company Common Stock") or (B) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company
Voting
Securities"); provided, however, that, for purposes of this Section
4, the
following acquisitions shall not constitute a Change of Control:
(i) any
acquisition directly from the Company, (ii) any acquisition by
the
Company, or (iii) any acquisition by any employee benefit plan
(or related
trust) sponsored or maintained by the Company or any Affiliated
Company;
|
b.
|
consummation
of a reorganization, merger, statutory share exchange or consolidation
or
similar corporate transaction involving the Company or the acquisition
of
assets or stock of another entity by the Company (each, a "Business
Combination"), in each case unless, following such Business Combination,
(A) all or substantially all of the individuals and entities that
were the
beneficial owners of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities immediately prior to such
Business
Combination beneficially own, directly or indirectly, more than
fifty
percent (50%) of the then-outstanding shares of common stock and
the
combined voting power of the then-outstanding voting securities
entitled
to vote generally in the election of directors, as the case may
be, of the
corporation resulting from such Business Combination (including,
without
limitation, a corporation that, as a result of such transaction,
owns the
Company or all or substantially all of the Company's assets either
directly or through one or more subsidiaries) in substantially
the same
proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities, as the case may be, and (B) no Person
(excluding any corporation resulting from such Business Combination
or any
employee benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination) beneficially
owns,
directly or indirectly, fifty percent (50%) or more of, respectively,
the
then-outstanding shares of common stock of the corporation resulting
from
such Business Combination or the combined voting power of the
then-outstanding voting securities of such corporation, except
to the
extent that such ownership existed prior to the Business Combination;
|
c.
|
a
sale or disposition of all or substantially all of the operating
assets of
the Company to an unrelated party;
or
|
d.
|
approval
by the shareholders of the Company of a complete liquidation or
dissolution of the Company.
|
If
to Company:
|
Bruce D. Hansen, CEO | ||
Idaho
General Mines, Inc.
1726
Cole Blvd., Suite 115
Lakewood,
CO 80401
Fax:
(303) 928-8598
|
|||
with
a copy to:
|
Michael K. Branstetter | ||
Hull
& Branstetter Chartered
P.O.
Box 709
Wallace,
ID 83873
Fax:
(208) 752-0951
(which
shall not constitute notice)
|
|||
If
to Consultant:
|
Robert L. Russell | ||
639
North Riverpoint Blvd., H 203
Spokane,
WA 99202
Fax:
______________________
|
|||
with
a copy to:
|
Michael Church | ||
Stamper
Rubens, P.S.
720
West Boone, Suite 200
Spokane
Washington, 99201
Fax:
(509) 326-4891
(which
shall not constitute notice)
|
Employee: | ||
|
|
|
/s/ Robert L. Russell | ||
Robert L. Russell |
||
For
and on behalf of
IDAHO
GENERAL MINES, INC.
|
||
|
||
By: | /s/ Bruce D. Hansen | |
Bruce D. Hansen,
Chief Executive Officer
|
||
If
to Company:
|
Bruce D. Hansen, CEO | ||
Idaho
General Mines, Inc.
1726
Cole Blvd., Suite 115
Lakewood,
CO 80401
Fax:
(303) 928-8598
|
with
a copy to:
|
Michael K. Branstetter | ||
Hull
& Branstetter Chartered
P.O.
Box 709
Wallace,
ID 83873
Fax:
(208) 752-0951
(which
shall not constitute notice)
|
|||
If
to Consultant:
|
Robert L. Russell | ||
639
North Riverpoint Blvd., H 203
Spokane,
WA 99202
Fax:
______________________
|
|||
with
a copy to:
|
Michael Church | ||
Stamper
Rubens, P.S.
720
West Boone, Suite 200
Spokane
Washington, 99201
Fax:
(509) 326-4891
(which
shall not constitute notice)
|
For and on behalf of Idaho General Mines, Inc. | ||
|
|
|
By: | ||
Bruce D. Hansen, |
||
Its Chief Executive Officer |
Consultant: | ||
|
|
|
Robert L. Russell |
||
For
and on behalf of Idaho General Mines, Inc.
|
||
|
|
|
/s/ Bruce D. Hansen | ||
By:
Bruce D. Hansen,
Its
Chief Executive Officer
|
Consultant:
|
||
|
|
|
/s/ Robert L. Russell | ||
Robert
L. Russell
|
+ |
[(Market
Price - Floor Price) x [****])]
|
+
[(First Threshold - Floor Price) x [****]]
|
+ |
[(Market
Price - First Threshold) x [****])]
|
+
[(First Threshold - Floor Price) x [****]]
|
+ |
[(Second
Threshold - First Threshold) x [****])]
|
+
[(Market Price - Second Threshold) x [****])]
|
(a)
|
either
Party at any time in the event of a material breach of this Agreement
by
the other Party, provided a written termination notice identifying
the
material breach has been sent to the breaching Party and the breach
has
not been cured within 60 days from the date of said notice; provided
that for clarification purposes any breach of
Section
2.8
will be considered to be a “material breach” of this
Agreement;
|
(b)
|
either
Party at any time, by written notice, in the
event:
|
(i)
|
of
insolvency of the other Party;
|
(ii)
|
of
the filing of a voluntary petition in bankruptcy of the other
Party;
|
(iii)
|
of
the making of an assignment for the benefit of creditors by the other
Party, excluding assignments of accounts
receivable;
|
(iv)
|
of
the inability of the other Party to pay its debts as they come
due;
|
(v)
|
the
other Party has a receiver or other custodian of any kind appointed
to
administer any substantial amount of the other Party’s
property;
|
(vi)
|
of
the filing of an involuntary petition in bankruptcy with respect
to the
other Party;
|
(vii)
|
any
proceedings for the reorganization of the other Party, or for the
readjustment of any of the other Party’s debts, under any laws, now or
hereafter existing, for the relief of insolvent debtors, will be
commenced
by or against the other Party; or
|
(viii)
|
of
the discontinuation by the other Party of its business;
or
|
(c)
|
by
Buyer, by written notice, in the event that after the Trigger Date,
General Moly fails to meet the delivery requirements of Products
set forth
in
Section 2
for a period of three consecutive
months.
|
(a)
|
delivering
to Buyer conforming Products to replace the nonconforming
Products;
|
(b)
|
refunding
to Buyer the purchase price paid by Buyer with respect to the
nonconforming Products in return provided that General Moly will
have the
option to take possession of the nonconforming Products; or
|
(c)
|
applying
a credit to the next purchase to be made by Buyer hereunder.
|
(a)
|
which
is or becomes available to the public through no act, omission or
fault
of, and absent any breach of a covenant or obligation hereunder by,
the
Party whose obligation it is to keep such information
confidential;
|
(b)
|
which
the Party whose obligation it is to keep such information confidential
may
have received lawfully from any third Party without restrictions
as to
disclosure thereof and without breach of this Agreement;
or
|
(c)
|
which
was developed by the Party whose obligation it is to keep such information
confidential without (as established by documentation or by other
appropriate evidence) the use of the other Party’s Confidential
Information or any breach of this Agreement or any other agreement.
|
(a)
|
use
any of the other Party’s Confidential Information, except as may be
necessary to perform its obligations hereunder;
or
|
(b)
|
disclose,
furnish or make accessible, or cause any Person to disclose, furnish
or
make accessible, any aspect of the other Party’s Confidential Information
to any Person (other than the other
Party),
|
(a)
|
use
no less than the care a reasonably prudent Person would use in
safeguarding his, her or its Confidential
Information;
|
(b)
|
limit
access to the other Party’s Confidential Information to its employees and
representatives who require access to such Confidential Information
for
the purposes of performing its obligations hereunder and who have
agreed
to be bound by the terms of this
Section 11
;
and
|
(c)
|
refrain
from any action or conduct which might reasonably or foreseeably
be
expected to compromise the confidential, privileged or proprietary
nature
of the other Party’s Confidential Information.
|
General
Moly, Inc.
|
1726
Cole Blvd., Suite 115
|
Lakewood,
Colorado 80401
|
Kirkpatrick
& Lockhart Preston Gates Ellis
LLP
|
925
Fourth Avenue, Suite 2900
|
Seattle,
Washington 98104
|
GENERAL MOLY, INC. | ||
|
|
|
By: | /s/ Bruce D. Hansen | |
Name:
Bruce
D. Hansen
|
||
Title:
CEO
|
ARCELORMITTAL PURCHASING SAS | ||
|
|
|
By: | /s/ Alain Bouchard | |
Name: Alain Bouchard |
||
Title: EVP Purchasing |
Mo
|
[****]
|
Cu
|
[****]
|
S
|
[****]
|
C
|
[****]
|
P
|
[****]
|
Si
|
[****]
|
Size
|
[****]
|
|
Mo
|
Cu
|
Bi
|
S
|
Al
|
P
|
Mn
|
Sn
|
Pb
|
C
|
Si
|
Size
(mm)
|
Packaging
|
Specifications
|
|||||||||||||||
INDUSTEEL
- LE CREUSOT
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
|
[****]
|
|
[****]
|
[****]
|
|
|||||||||||||||
INDUSTEEL
- FAFER
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
|
[****]
|
|
[****]
|
[****]
|
|
|||||||||||||||
UGINE
& ALZ / CARINOX
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
|
[****]
|
[****]
|
[****]
|
[****]
|
|
|||||||||||||||
UGINE
& ALZ / GENK
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
[****]
|
[****]
|
[****]
|
[****]
|
[****]
|
[****]
|
|||||||||||||||
UGITECH
/ SAVOIE
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
[****]
|
[****]
|
|
[****]
|
[****]
|
[****]
|
|||||||||||||||
IMPHY
ALLOYS
|
[****]
|
[****]
|
[****]
|
[****]
|
|
[****]
|
|
|
[****]
|
[****]
|
|
[****]
|
[****]
|
[****]
|
|||||||||||||||
SOLLAC
FOS
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
|
[****]
|
|
[****]
|
[****]
|
|
|||||||||||||||
A.
STEEL GENT
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
|
[****]
|
[****]
|
[****]
|
[****]
|
|
|||||||||||||||
A.
EISENHUTTENSTADT
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
|
[****]
|
[****]
|
[****]
|
[****]
|
|
|||||||||||||||
ACESITA
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
|
[****]
|
[****]
|
[****]
|
[****]
|
[****]
|
|||||||||||||||
A.M.
RUHRORT
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
|
[****]
|
[****]
|
[****]
|
[****]
|
|
|||||||||||||||
A.M.
OSTRAVA
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
|
[****]
|
[****]
|
[****]
|
[****]
|
|
|||||||||||||||
A.M.
LAZARO CARDENAS
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
|
[****]
|
[****]
|
[****]
|
[****]
|
|
|||||||||||||||
A.M.
BURNS HARBOUR
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
|
[****]
|
[****]
|
[****]
|
[****]
|
|
|||||||||||||||
A.M.
RIVERSDALE
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
|
[****]
|
[****]
|
[****]
|
[****]
|
|
|||||||||||||||
A.M.
CLEVELAND
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
[****]
|
[****]
|
|
[****]
|
[****]
|
|
|||||||||||||||
A.M.
COATSVILLE
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
[****]
|
[****]
|
|
[****]
|
[****]
|
[****]
|
|||||||||||||||
A.M.
SPARROW POINT
|
[****]
|
[****]
|
|
[****]
|
|
[****]
|
|
|
|
[****]
|
|
[****]
|
[****]
|
|
M3 ENGINEERING & TECHNOLOGY CORPORATION | ||
|
|
|
By: | /s/ Daniel H. Neff | |
Name:
Daniel H. Neff
Title:
President
|
||
Dated: March 19, 2008 |
INDEPENDENT MINING CONSULTANTS, INC. | ||
|
|
|
By: | /s/ John M. Marek | |
Name: John M. Marek |
||
Title: President | ||
Dated: March 21, 2008 |
By: | /s/ Bruce D. Hansen | |
Name: Bruce D. Hansen |
||
Title: Chief Executive Officer |
By: | /s/ David A. Chaput | |
Name: David A. Chaput |
||
Title: Chief Financial Officer |
By: | /s/ Bruce D. Hansen | |
Name: Bruce D. Hansen |
||
Title: Chief Executive Officer |
By: | /s/ David A. Chaput | |
Name: David A. Chaput |
||
Title: Chief Financial Officer | ||