billion pounds of moly contained in Mt. Hope resereservveses
year mine life
oduction at Mt. Hope
million pounds of annual production at Mt. Hope
million pounds of annual pr
world-class moly properoperties in Nev
world-class moly pr
ada, USA
ties in Nevada, USA
2010
General Moly
Annual Report
400
96%
$709
$959
high-paying mining jobs created in Nevada for a generation of employees
of goods and services during construction to be procured from American firms
million in state and local taxes generated by Mt. Hope project
million in US Federal taxes generated by Mt. Hope project
About the cover
About us
The Mt. Hope project’s reserves and annual production
are stated on a 100% basis. POSCO, a large Korean
steel company, owns 20% of the project. Mt. Hope
production is expected to average 40 million pounds
per year over the first five years. Tax figures are based
on $15 per pound moly prices.
General Moly is a near-term producer of molybdenum
and copper. We own two of the best primary
molybdenum properties in the world, the 80%-owned
Mt. Hope project, and the 100%-owned Liberty project.
With Mt. Hope project funding commitments in place
and ongoing permitting achievements, General Moly
is advancing Mt. Hope toward production. The Liberty
moly/copper project represents a follow-on project to
Mt. Hope. With both projects in production, General
Moly anticipates growing to become the largest primary
moly producer in the world.
www
Stockholders Letter
Dear Stockholders,
Last year was full of considerable achievements for our Company and we are very proud
of our accomplishments. We made signifi cant progress including:
• Securing funding commitments for all
necessary capital to construct the
Mt. Hope project;
• Improving corporate governance by appointing
three highly qualifi ed directors including an
independent Chairman; and
• Receiving Bureau of Land Management
(BLM) approval of our hydrology studies
and BLM publication of a Preliminary Draft
Environmental Impact Statement (PDEIS) to
reviewing agencies
• Completing a survey of Eureka County
residents demonstrating overwhelming
support for our project and reaching a
settlement with a group of local farmers with
respect to Mt. Hope’s water applications.
27929txt.indd 1
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4/25/11 8:20 PM
2010 was a very good year for the Company, as was
reflected in our share price, which returned over 200%,
second best among Colorado public companies. As
bright as 2010 was, our entire team is focused on
achieving bigger and better things in 2011 and beyond.
General Moly Share Price (January 2010 - April 2011)
)
$
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e
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a
h
S
y
l
o
M
l
a
r
e
n
e
G
$8
$7
$6
$5
$4
$3
$2
Jan-10
Apr-10
Jul-10
Oct-10
Jan-11
Apr-11
Source: ThompsonReuters
Finance Progress
In March 2010, we announced a landmark transaction
with Hanlong, a private Chinese company that is
anticipated to fully fund the Mt. Hope project. Hanlong
has agreed to procure $745 million in debt and equity to
General Moly, $40 million of which was received through
an equity placement that closed in December 2010 and
$10 million of which is a bridge loan we drew upon in
April 2010. The total transaction was overwhelmingly
approved by our stockholders at our May 2010 Annual
General Meeting and the Chinese Government approved
the initial $40M equity investment in October of last year.
The remaining $695 million ($655 million in debt and $40
million in equity) is scheduled to be received following the
Company’s receipt of permits for the Mt. Hope project.
We have already begun due diligence work with two large
Chinese banks and anticipate making continued progress
toward a debt facility that can be available as quickly as
possible following permit receipt.
In addition to the funding provided through the
Hanlong transaction, we received approximately $22
million in warrant exercise proceeds in late 2010 and
early 2011. As a result, we finished the first quarter of
2011 with approximately $64 million in cash and are
well poised to execute on our permitting and project
development plans this year.
Permitting Progress
Permitting Mt. Hope continues to be the critical path
item to placing our flagship project into production.
Last year that ongoing effort resulted in a series of
accomplishments. In June, the BLM approved the
Company’s hydrology studies, which had delayed the
Mt. Hope project approximately 15 months dating back
to early 2009 when the BLM had requested additional
analysis and testing of our original hydrology models.
These complex studies are now complete and meet
the BLM’s technical criteria for permitting a modern
mining project. These studies include a state-of-the-art
computer model to predict the impact that the Mt.
Hope project’s water use will have on the surrounding
aquifer and other water users over the project’s life.
Those studies indicate that our impact to water users in
Diamond Valley will be negligible.
In August of 2010, the BLM released a Preliminary Draft
Environmental Impact Statement (PDEIS) to reviewing
agencies, completing another significant step toward
final permit approval. Since then, the BLM has diligently
worked through comments submitted and re-circulated
that document to reviewing agencies on April 11, 2011.
We anticipate the Draft Enviromental Impact Statement
(DEIS) to be completed in the second quarter of 2011.
We feel confident that the Mt. Hope project’s DEIS is a
very thorough document, accurately evaluates impacts,
and will support a decision to approve the Mt. Hope Mine.
Outside of the Federal permitting process, we have
continued to progress other necessary permits.
Applications for several state-issued permits are being
processed and we expect to receive the state permits
when the Federal permits are issued.
Lastly, we have continued to make progress toward
receiving approval for our water applications for the
Mt. Hope project. While water permits had been
originally granted in January of 2008, the Nevada State
Engineer’s decision was remanded back to the Nevada
State Engineer’s office by a Nevada District Court early
last year. Despite that setback, we moved forward with
new applications and the State Engineer held new
hearings on our water applications late last year. During
that hearing, we provided our final hydrology models
that have been approved by the BLM. This process is
continuing to move forward, we remain confident that
our water applications will be granted, and anticipate
that ruling to be issued most likely in the third quarter.
Moly Market has Strengthened
The moly market has improved dramatically since hitting
a recessionary low of approximately $8 per pound in
early 2009. Since then, the price has traded up toward
$18 per pound on several occasions driven by improving
macroeconomic fundamentals, imports of western-
produced molybdenum into China, and increasing
intensity of use among existing applications.
2
27929txt.indd 2
4/25/11 8:20 PM
Moly Oxide Prices (January 2009 - April 2011)
$22
$18
$14
$10
)
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$6
Jan-09
Source: Ryan’s Notes
Jul-09
Jan-10
Jul-10
Jan-11
As we note on our cover, the Mt. Hope project has many
“big fi gures.” In addition to pounds of production
and reserves of moly, those “big fi gures” include
jobs, taxes, exports and economic benefi ts for our
other stakeholders, including the community, state,
and county we will live and operate in. We are eager
to become a more active and positive participant in
Nevada’s future and will work diligently at that as we
develop our Mt. Hope and Liberty projects.
Lastly, a few words of thanks. We would like to thank
Jean-Pierre Ergas, who retired from our Board of
Directors last year, for his dedication to our success.
We would also like to thank the Board for its continued
support and guidance, our stockholders for their
support, and our dedicated employees, who have
remained focused on executing our goals over the last
several years.
Sincerely,
Patrick M. James
Patrick M. James
Chairman
Chairman
Bruce D. Hansen
Bruce D. Hansen
Chief Executive Offi cer
When the price crashed, we learned a great deal about
Chinese domestic production. While large (about 33%
of global production), much Chinese production is high
cost, contrary to market perceptions before the
economic crash. With low prices in 2009, China
became a large net importer of molybdenum for the
fi rst time as domestic producers were forced to shut
down. Even in 2010, with much higher prices, domestic
production in China was insuffi cient to meet Chinese
steel demands, requiring China to be a net importer of
moly again, although on a smaller scale. This suggests
that much of domestic production has come back
online, reducing the “slack” production capacity in the
global moly market.
Chinese Net Exports of Moly (2004 - 2010)
y
l
o
M
s
d
n
u
o
P
f
o
s
n
o
i
l
l
i
M
100
50
0
-50
-100
74
49
39
33
25
-4
-65
2004
2004
2005
2005
2006
2006
2007
2007
2008
2008
2009
2009
2010
Source: IMOA
With copper prices at over $4 per pound (incentivizing
copper producers to maximize production) and Chinese
producers back online, we believe that global moly
production capacity is running at close to 100%. With
continued global economic growth and no signifi cant
new moly production anticipated to come online for the
next couple years, we anticipate the moly market to be
relatively robust in the short-term, paving the path for
relatively high prices when Mt. Hope comes online.
Focusing on the Future
With fi nancing arranged and the moly market improving,
we are focused on executing on our permitting. We
expect continued permitting success this year into
early next year. Already this year, the BLM circulated
the PDEIS to reviewing agancies for a second time,
marking a signifi cant achievement in the Mt. Hope
project permitting process. Once our DEIS is published,
we anticipate full permit receipt within 6-9 months.
Although the permit process has been slow, this project
has signifi cant support both within and external to the
community of Eureka.
27929txt.indd 3
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4/26/11 5:28 PM
Mt. Hope Project, Eureka County, Nevada
The Mt. Hope project is a Joint Venture between
General Moly (80% ownership) and POSCO (20%
ownership), a large Korean steel company. The project
is held through a lease and is primarily located on
Federal land administered by the Bureau of Land
Management (BLM). The Mt. Hope project was
discovered in the late 1970s and substantially drilled
by Exxon Minerals in the 1980s.
The Mt. Hope project remains one of the largest and
highest-grade undeveloped molybdenum projects in
the world. On a 100% basis, the project contains 1.3
billion pounds of molybdenum in Proven and Probable
Reserves and has a mine life in excess of 40 years.
General Moly has spent over $170 million on Mt.
Hope’s development out of a total project capital
requirement of approximately $1.15 billion. POSCO,
which purchased its 20% interest in Mt. Hope for $156
million, will pay 20% of the project’s capital. Together
with funding provided through the Hanlong transaction
announced in March of 2010 and warrant exercise
proceeds received by the Company early this year,
General Moly anticipates having adequate funding to
build Mt. Hope as currently envisioned.
The Mt. Hope project, on a 100% basis, is anticipated
to produce approximately 40 million pounds per year
on average over the fi rst fi ve years at cash costs of
approximately $5.29 per pound, based on $80 oil
prices. Inclusive of a royalty, Mt. Hope’s Costs Applicable
to Sales (CAS) are anticipated to average $6.00 per
pound over the fi rst fi ve years.
The Company completed a Bankable Feasibility Study
(BFS) in August of 2007 and has completed 60% of
required engineering work. Permitting, which began
in 2006, is ongoing and the Company expects all work
to be completed near the end of the year or early
2012, rendering Mt. Hope ready for construction. Once
construction begins, the Company anticipates initiation
of production in approximately 20 months.
Mt. Hope Ball Mill en route to Eureka, NV
4
27929txt.indd 4
4/25/11 8:20 PM
In 2010, development activities at Mt. Hope focused
primarily on completing the Federal and State permitting
processes. As progress is made toward receipt of final
permits, the Company will also begin purchasing mining
equipment as well as finish engineering the project.
New Mt. Hope General Manager
In April, we announced that Mike Iannacchione will
join the General Moly team as the Mt. Hope General
Manager. Mike brings a substantial amount of Nevada-
based mining experience to General Moly, including:
General Manager of the Round Mountain Gold Mine,
Mine Manager at the Marigold Mine, Mine Manager
at the Robinson mine; and Mine Superintendant at the
Atlas Gold Bar Mine.
Mt. Hope Project Highlights
• 1.3 billion pounds moly contained in Proven and
Probable Reserves
• 40 million pounds average annual production
over the first five years (32m lbs attributable to
General Moly)
• High process grades of 0.103% resulting in low
direct operating costs of $5.29 per pound over the
first five years and Costs Applicable to Sales (CAS) of
$6.00 per pound
• 40+ year mine life
• Joint Venture with POSCO, one of the world’s
largest steel producers
• Supply agreements for 100% of annual production
with APERAM, SeAH Besteel, Sojitz and Hanlong
over the first five years
• Full project funding arranged
Electrical, road, and rail infrasctructure nearby
27929txt.indd 5
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4/25/11 8:20 PM
Liberty Project, Nye County, Nevada
In 2011, the Company has allocated approximately $2.5
million to further development work including assaying
33 drill holes previously completed but not included in
the geologic model, some preliminary permitting work,
geotechnical drilling, and laboratory work, as well as
gathering required permitting baseline data.
Liberty Project Highlights
• 19 million pounds moly and 18 million pounds
copper produced annually, on average over the
first five years
• 503 million pounds moly and 387 million pounds of
copper produced cumulatively over a 32 year mine life
• Low direct operating costs of $6.15 per pound moly
on average over the first five years, based on $1.50
per pound copper by-product credits
• Royalty free and 100% owned by General Moly
• Average process grades of 0.091% moly and 0.10%
copper over the first five years
• Targeted update to the 2008 Liberty pre-feasibility
study late this year
The Liberty project will serve as General Moly’s second
molybdenum project, helping the Company to grow
into the largest primary moly producer in the world. The
project is located in Nye County, Nevada, and is owned
100% by General Moly.
The Liberty moly project has been mined twice before.
Anaconda discovered the Liberty deposit in the 1950s
and produced moly and copper between 1981 and
1985 but shut the mine down due to low moly prices.
Cyprus Minerals purchased the project and operated it
between 1988 and 1991 before again shutting it down
due to low moly prices. The Liberty moly project has not
been operated since.
The Company published a pre-feasibility study on
the Liberty project in 2008 that anticipated average
production of 19 million pounds of moly and 18 million
pounds of copper annually over the first five years of
operations at direct operating costs of $6.15 per
pound. Those operating costs included a by-product
credit for copper predicated on a $1.50 per pound
copper price. Using prices closer to today’s market
values, operating costs at the Liberty project would
be closer to $4 per pound.
Total life of mine production is anticipated to be 503
million pounds of moly and 387 million pounds of copper
over a 33 year mine life. Total capital requirements are
anticipated to be approximately $500 million.
Drilling at the Liberty Project
Project Locations,
Nevada US
1. Mt. Hope Project
2. Liberty Project
Winnemucca
Elko
Carlin
Reno
Carson City
Battle Mountain
Austin
1
2
Tonopah
Eureka
Ely
Las Vegas
6
27929txt.indd 6
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Molybdenum
Global moly production of approximately 500 million
pounds is generally grouped into three sub-sets. By-
product production is the largest group representing
approximately 50% of global supply and is primarily
produced from the large North and South American
copper mines. The Chinese produce about 1/3 of global
supply through primary mines, although this production
is dominated by two large producers that together
represent 40% of Chinese production, while smaller
and generally higher-cost Chinese mining companies
produce the remainder. The rest of the market is
represented by western-world primary producers.
The financial crisis of 2008
yielded two important lessons.
First, not all Chinese moly
production is low cost. Prior
to the crash, the market’s
assumption was that all
Chinese production was
low-cost. However, when the
moly price fell in 2008 China
50%
Western
world
by-product
33%
Chinese
primary
17%
Western
world
primary
Historic Moly Prices (January 2008 - March 2011)
became a substantial importer of moly, bringing as
much as 65M lbs of supply into the country to meet
the growing needs of the Chinese steel industry. This
was mainly due to the fact that domestic production
had become uneconomic and had shut down. This was
an important insight into the global production cost
curve and indicates that Chinese producers will serve as
“swing producers” in the future, protecting lower cost
primary and by-product producers from price swings.
The second important lesson was an illustration of
how low prices can go. In the worst recession since the
great depression, prices fell to $8 per pound before
rebounding in a matter of months to approximately $15
per pound. Many moly market cynics believed that moly
prices could trade back to their 1980-1990 levels of
$3-$5 per pound. However, the greatest demand shock
in nearly a century yielded prices of $8, and only then
for a few months. We think this is very bullish for the
industry. With healthier demand, we continue to expect
sustainable prices in the $17-$25 per pound range.
)
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Strong global growth supports
$30+/lb moly prices
Financial crisis causes
prices to collapse
Chinese & Western
marginal production
returns
Ex-China demand recovery
supports prices further
Chinese buying & marginal production
shuttered support price recovery
$40
$35
$30
$25
$20
$15
$10
$5
$0
Jan-08
Jul-08
Jan-09
Jul-09
Jan-10
Jul-10
Jan-11
Source: Ryan’s Notes
27929txt.indd 7
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4/26/11 5:28 PM
Financing Detail
Announcing full funding commitments for the Mt.
Hope project in early 2010 is an accomplishment we
are very proud of, especially in light of the extremely
diffi cult economic and fi nancial conditions over the
last few years.
We announced a Joint Venture with POSCO in late
2007 whereby the Korean steel company (3rd largest
global producer of steel) agreed to buy a 20% interest
in the Mt. Hope project for $156 million, valuing
the project at $780 million. POSCO had traditionally
sourced its moly from China, like many Asian steel
producers, which had historically been a net exporter
of moly. However, POSCO saw the rapid growth of
the Chinese steel industry and determined that its
traditional source of moly would eventually be cut
off, as China would use all the moly it produced for
domestic steel production. In turn, POSCO began a
global sourcing study aimed at identifying near-term
world-class moly properties and found Mt. Hope. As a
result of its investment (approximately $231M in total),
POSCO will have access to Mt. Hope’s high quality
molybdenum for the life of the project.
ArcelorMittal, the world’s largest steel company, signed
share purchase and off-take agreements with us in late
2007. The share purchase provided us with needed
capital to continue development of Mt. Hope while
the off-take agreement provides 6.5 million pounds
per year with fl oor price protection for us in low moly
price environments, and discounts to the spot price for
ArcelorMittal when moly prices are high. This win-win
pricing formula has been utilized in every off-take
agreement we have signed, which now includes 100%
of our production for the fi rst fi ve years. In January 2010,
AcelorMittal spun out its stainless steel division, called
APERAM, which has assumed the off-take agreement
with us and share ownership of us from ArcelorMittal.
We met Hanlong in late 2009 following its
announcement of a similar fi nancing transaction with
an Australian moly development company. In March of
2010, we announced a transaction that is anticipated
to provide full project funding for Mt. Hope and provide
substantial off-take for Hanlong. Hanlong has agreed
to purchase 25% of the Company for $80 million
($40 million of which occurred in December 2010 for
a 12.5% interest) as well as procure a $645 million
bank loan from Chinese banks. Hanlong has signed
an off-take agreement with General Moly where it will
purchase all molybdenum we did not have contracted
(about 16.5 million pounds per year) for the fi rst fi ve
years of production, with future off-take rights based
on its continued ownership of our stock.
Management Team
From left to right: Lee Shumway, David Chaput, Robert Pennington,
Bruce Hansen, Michael Branstetter, and Scott Roswell
8
27929txt.indd 8
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
For the transition period from _____________ to _____________
Commission file number: 001-32986
GENERAL MOLY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or
Organization)
1726 Cole Blvd., Suite 115
Lakewood, CO
(Address of principal executive offices)
91-0232000
(I.R.S. Employer Identification No.)
80401
(Zip Code)
Registrant’s telephone number, including area code: (303) 928-8599
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.001 per share
(Title of Each Class)
NYSE Amex and Toronto Stock Exchange
(Name of each Exchange on Which Registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [ ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [ ] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ ]
As of June 30, 2010, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $163,728,125
based on the closing price as reported on the NYSE Amex.
As of February 28, 2011, 90,590,011 shares of the registrant’s common stock, par value of $0.001 per share, were outstanding.
Certain portions of the registrant’s definitive proxy statement to be used in connection with its Annual Meeting of Stockholders and to be
filed within 120 days of December 31, 2010 are incorporated by reference into Part III, Items 10-14, of this report on Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
Part I
ITEMS 1 & 2. BUSINESS AND PROPERTIES...........................................................................................
ITEM 1A.
RISK FACTORS ....................................................................................................................
ITEM 1B.
UNRESOLVED STAFF COMMENTS .................................................................................
ITEM 3.
LEGAL PROCEEDINGS .......................................................................................................
ITEM 4.
RESERVED............................................................................................................................
Part II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ................................
ITEM 6.
SELECTED FINANCIAL DATA ..........................................................................................
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS......................................................................................
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .......
ITEM 8.
FINANCIAL STATEMENTS ................................................................................................
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.............................................................
ITEM 9A.
CONTROLS AND PROCEDURES .......................................................................................
ITEM 9B.
OTHER INFORMATION ......................................................................................................
Part III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ................
ITEM 11.
EXECUTIVE COMPENSATION
ITEM 12.
ITEM 13.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS ....................................
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Part IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES..............................................
SIGNATURES ..................................................................................................................................................
Page
3
24
34
34
34
35
37
37
45
48
73
73
73
74
75
75
75
75
75
79
ITEMS 1 & 2. BUSINESS AND PROPERTIES
PART I
The Company
References made in this Annual Report on Form 10-K to “we”, “our”, “us”, “GMI” and the “Company” refer to
General Moly, Inc. and its consolidated subsidiary Eureka Moly, LLC.
We are a development stage company in the business of the exploration, development and mining of properties
primarily containing molybdenum. Our primary asset is an 80% interest in the Mt. Hope Project (“Mt. Hope Project”), a
primary molybdenum property, located in Eureka County, Nevada. The Mt. Hope Project has contained proven and probable
molybdenum reserves totaling 1.3 billion pounds (1.1 billion pounds owned by GMI) of which 1.1 billion pounds (0.9 billion
pounds owned by GMI) are estimated to be recoverable. In 2006, we acquired a second significant molybdenum project, the
Liberty Property (“Liberty Property”), located in Nye County, Nevada which we own 100%. The Liberty Property is
anticipated to become our second molybdenum operation, after completion of the Mt. Hope Project, with initial production
dependent on market conditions.
Mt. Hope Project. In August, 2007, we completed a Bankable Feasibility Study (“Bankable Feasibility Study” or
“BFS”) that provided data on the viability, expected economics, and production and cost estimates of the project. Since
publication of the BFS, we have revised several estimates, based primarily on engineering progress, which is currently 60%
complete. Our current estimates for the Mt. Hope Project capital cost requirements are referred to as the “Project Capital
Estimate” and our current estimates for the Mt. Hope Project operating costs are referred to as the “Project Operating Cost
Estimate”.
Estimated costs for construction, equipment, owners cost, pre-stripping and contingency are $1,039.3 million.
Additionally, financial assurance and pre-paid items are estimated at $114.6 million, resulting in a total Project Capital
Estimate of $1,153.9 million. These amounts do not include financing costs or amounts necessary to fund operating working
capital. Through December 31, 2010, we have made deposits of $68.4 million on $116.2 million in equipment orders, have
spent approximately $90.2 million for the development of the Mt. Hope Project and have pre-paid $12.0 million into an
escrow arrangement for electricity transmission services.
Our Project Operating Cost Estimate projects (on a 100% basis) molybdenum production of approximately
40 million pounds per year for the first five years of operations at projected average direct operating costs of $5.29 per
pound, based on $80 per barrel oil equivalent energy prices. The Costs Applicable to Sales (“CAS”) per pound, including
anticipated royalties calculated at a market price of $15 per pound molybdenum, are anticipated to average $6.00 per pound.
We currently estimate that, for each $10 per barrel change in oil-equivalent energy costs, the Mt. Hope Project’s direct
operating costs will change by approximately $0.10 per pound.
Processed ore grades are expected to average 0.103% over the first five years. The mine is anticipated to have a 44-
year life with 32 years of open pit mining and processing operations followed by 12 years of processing lower grade
stockpiled ore.
The Company continues to operate under a cash conservation plan implemented in March 2009 designed to reduce
expenditures and conserve cash in order to maximize financial flexibility. With our December 31, 2010 cash balance of $53.6
million and early 2011 receipt of $19.1 million in warrant exercise proceeds, we have the capacity to continue our current
level of permitting efforts and secure and hold critical long lead equipment for the ultimate construction of the Mt. Hope
Project through the end of 2011 without accessing new sources of financing while maintaining the current cash conservation
strategy.
We anticipate that the Draft Environmental Impact Statement (“DEIS”) will be released for publication during the
second quarter of 2011, followed by publication in the Federal Register in the third quarter, and receipt of the Record of
Decision (“ROD”) six to nine months after publication. We plan to restart procurement and engineering efforts during 2011
as key milestones in the permitting process are reached and do not expect to generate revenues from operations before
production of molybdenum begins at the Mt. Hope Project. Once financing is obtained and the major operating permits and
the ROD from the United States Bureau of Land Management (“BLM”) are effective, it is expected that Mt. Hope can be
constructed and in production within 20 months.
3
From October 2005 to January 2008, we owned the rights to 100% of the Mt. Hope Project. Effective as of January
1, 2008, we contributed all of our interest in the assets related to the Mt. Hope Project, including our lease of the Mt. Hope
Project into a newly formed entity, Eureka Moly, LLC, a Delaware limited liability company (“LLC”), and in February 2008
(“Closing Date”) entered into an agreement (“LLC Agreement”) for the development and operation of the Mt. Hope Project
with POS-Minerals Corporation (“POS-Minerals”) an affiliate of POSCO, a large Korean steel company. Under the LLC
Agreement, POS-Minerals owns a 20% interest in the LLC and General Moly, through a wholly-owned subsidiary, owns an
80% interest. These ownership interests and/or required contributions under the LLC Agreement can change as discussed
below.
Pursuant to the terms of the LLC Agreement, POS-Minerals made its first and second cash contributions to the LLC
totaling $100.0 million during the year ended December 31, 2008 (“Initial Contributions”). Additional amounts will be due
from POS-Minerals within 15 days after the date (“ROD Contribution Date”) that specified conditions (“ROD Contribution
Conditions”) have been satisfied. The ROD Contribution Conditions are the receipt of major operating permits for the
project, that the ROD from the BLM for the Mt. Hope Project has become effective, and any administrative or judicial
appeals with respect thereto are final. We are currently targeting the effectiveness of the ROD and the satisfaction of the
other ROD Contribution Conditions to occur six to nine months after publication of the DEIS, but circumstances beyond our
control, including delays by reviewing agencies and requests for additional information and studies, and requests for review
or appeals of the BLM decision, could cause the effectiveness of the ROD and/or the satisfaction of the other ROD
Contribution Conditions to be delayed.
To maintain its 20% interest in the LLC, POS-Minerals will be required to make an additional $56.0 million
contribution plus its 20% share of all Mt. Hope Project costs incurred from the Closing Date to the ROD Contribution Date
within 15 days after the ROD Contribution Date. If POS-Minerals does not make its additional $56.0 million contribution
when due after the ROD Contribution Date, its interest will be reduced to 10%.
In addition, as commercial production at the Mt. Hope Project will not occur by December 31, 2011, the LLC may
be required to return to POS-Minerals $36.0 million of its contributions to the LLC, with no corresponding reduction in POS-
Minerals’ ownership percentage. Based on our current plan and assuming POS-Minerals has made its additional $56.0
million contribution, a payment to POS-Minerals of $36.0 million will be due 20 days after the commencement of
commercial production, as defined by the LLC Agreement. If POS-Minerals does not make its additional $56.0 million
contribution when due, no return of contribution is required by us. Our wholly-owned subsidiary and 80% owner of the
LLC, Nevada Moly, LLC (“Nevada Moly”), is obligated under the terms of the LLC Agreement to make capital
contributions to fund the return of contributions to POS-Minerals, if required. If Nevada Moly does not make these capital
contributions, POS-Minerals has an election to either make a secured loan to the LLC to fund the return of contributions, or
receive an additional interest in the LLC of approximately 5%. In the latter case, our interest in the LLC is subject to dilution
by a percentage equal to the ratio of 1.5 times the amount of the unpaid contributions over the aggregate amount of deemed
capital contributions (as determined under the LLC Agreement) of both parties to the LLC (“Dilution Formula”). At
December 31, 2010, the aggregate amount of deemed capital contributions of both parties was $880.0 million.
Furthermore, the LLC Agreement permits POS-Minerals to put its interest in the LLC to Nevada Moly after a
change of control of Nevada Moly or the Company, as defined in the LLC Agreement, followed by a failure to use standard
mining industry practice in connection with development and operation of the Mt. Hope Project as contemplated by the
parties for a period of twelve consecutive months. If POS-Minerals puts its interest, Nevada Moly or the transferee or
surviving entity would be required to purchase the interest for 120% of POS-Minerals’ contributions to the LLC plus 10%
interest per annum.
The Initial Contributions of $100.0 million that were made by POS-Minerals during 2008 were expended by the
second quarter of 2009 in accordance with the program and budget requirements of the Mt. Hope Project. Nevada Moly is
required, pursuant to the terms of the LLC Agreement, to advance funds required to pay costs for the development of the Mt.
Hope Project that exceed the Initial Contributions until the ROD Contribution Date, at which point the contributions
described above to be made by POS-Minerals will be applied to reimburse us for POS-Minerals’ share of such development
costs. All costs incurred after the ROD Contribution Date will be allocated and funded pro rata based on each party’s
ownership interest. The interest of a party in the LLC that does not make its pro rata capital contributions to fund costs
incurred after the ROD Contribution Date is subject to dilution based on the Dilution Formula.
Securities Purchase Agreement with Hanlong (USA) Mining Investment Inc.
On March 4, 2010, we signed a Securities Purchase Agreement (the “Purchase Agreement”) with Hanlong (USA)
Mining Investment, Inc. (“Hanlong”), an affiliate of Sichuan Hanlong Group, a large privately held Chinese company. The
4
Purchase Agreement and the related agreements described below form the basis of a significant investment by Hanlong in the
Company that is intended to provide the Company with adequate capital to develop the Mt. Hope Project. The Purchase
Agreement provides for the sale to Hanlong of shares of our common stock in two tranches that will aggregate 25% of our
outstanding stock on a fully diluted basis. The average price per share, based on the anticipated number of shares to be
issued, is $2.88 for an aggregate price of $80.0 million. The Company’s stock closed at a price of $2.60 per share on the
NYSE Amex on the day the agreement was signed. The share issuance is part of a larger transaction that includes the
commitment by Hanlong to use its commercially reasonable efforts to procure a $665.0 million bank loan for the Company
(the “Term Loan”) from a prime Chinese bank that will be guaranteed by an affiliate of Hanlong, a $20.0 million bridge loan
(the “Bridge Loan”) from Hanlong to the Company, and a long-term molybdenum supply off-take agreement pursuant to
which a Hanlong affiliate will agree to purchase a substantial part of the molybdenum production from the Mt. Hope Project
at specified prices.
The Purchase Agreement
Stock Purchase. The Purchase Agreement provides, subject to terms and conditions of the Purchase Agreement, for
the purchase by Hanlong for an aggregate price of $80.0 million, of approximately 27.6 million shares of our common stock
which will equal 25% of our outstanding common stock on a fully-diluted basis following the purchase, or approximately
38.3% of our outstanding common stock at the time the transaction was announced. Fully diluted is defined as all of our
outstanding common stock plus all outstanding options and warrants, whether or not currently exercisable.
On July 30, 2010, the Company and Hanlong executed an amendment to the Purchase Agreement extending the
deadline for obtaining Chinese government approvals by two months to October 13, 2010, as well as extending the
Company’s deadline for publishing its Draft Environmental Impact Statement (“DEIS”) and receiving its ROD to February
28, 2011 and November 30, 2011, respectively. Hanlong received Chinese government approvals for equity investment from
the National Development and Reform Commission and the Ministry of Commerce (“MOFCOM”) on October 8, 2010 and
October 12, 2010, respectively. Hanlong filed the MOFCOM approval with the State Administration of Foreign Exchange
on October 12, 2010, fulfilling Hanlong’s Chinese government approval obligations.
On October 26, 2010, the Company and Hanlong executed a second amendment to the Purchase Agreement setting
the closing of Hanlong’s purchase of the first tranche of equity in the Company on December 20, 2010. The parties agreed
that the publication of the Mt. Hope Project’s DEIS was no longer a condition precedent to Hanlong’s first tranche equity
investment. Timely publication of the DEIS does, however, remain a requirement of the entire agreement, and, in
conjunction with this amendment, the required date for DEIS publication has been extended to May 31, 2011 from February
28, 2011. See “Break Fees” below for additional discussion on the potential penalties incurred if DEIS publication occurs
after May 31, 2011.
On December 20, 2010, Hanlong completed the purchase of 12.5% of our fully-diluted shares, or approximately
11.8 million shares (“Tranche 1”) for $40.0 million, or approximately $3.38 per share, following satisfaction of certain
conditions, including receipt of stockholder approval of the equity issuances in connection with the transaction, receipt of
necessary Chinese government approvals for certain portions of the transaction, assurances from Hanlong as to the
availability of the Term Loan, approval of the shares for listing on the NYSE Amex and absence of certain defaults.
The second tranche (“Tranche 2”), which is anticipated to involve the purchase of approximately 15.8 million
additional shares, will be for a purchase price of an additional $40.0 million, or approximately $2.53 per share. The actual
number of shares and price per share will be adjusted for any change in the number of fully diluted shares before the closing
of Tranche 2. Significant conditions to the closing of Tranche 2 include issuance of the ROD for the Mt. Hope Project by the
BLM, approval of the plan of operations for the Mt. Hope Project (the “POO”) by the BLM, and the completion of
documentation for and satisfaction of conditions precedent to lending under the Term Loan, described below. The Purchase
Agreement may be terminated by either party (provided the terminating party is not in default) if the closing of Tranche 2 has
not occurred by December 31, 2011, subject to extension under some circumstances to March 31, 2012.
Hanlong will have the right to purchase a portion of any additional shares of common stock that we issue so that it
can maintain its percentage ownership unless its ownership is at the time below 5%. It may also acquire additional shares so
that it maintains a 20% indirect interest in the Mt. Hope Project if our interest in the LLC is reduced below 80%. If we issue
shares to fund our obligation to fund the Mt. Hope Project under certain circumstances, and on or before the date of
commercial production, and Hanlong exercises its rights to maintain its percentage interest, we will be obligated to refund to
Hanlong the cost of such shares over a three-year period up to an aggregate of $9.0 million.
5
Break Fees. A break fee is payable by both the Company and Hanlong if the Purchase Agreement terminates
because of the failure of certain conditions. A break fee of $10.0 million is payable to the Company if the Purchase
Agreement is terminated because Hanlong fails to obtain necessary Chinese government approvals or to give its assurances
about the availability of the Term Loan. The Company has agreed to pay $5 million to Hanlong if the conditions concerning
our stockholder approval, the publication of the DEIS or the ROD are not timely satisfied or waived and the Purchase
Agreement is terminated. The Company break fees may be increased by $5.0 million if the Purchase Agreement is
terminated and the Company has violated the “no-shop” provisions of the Purchase Agreement. The break fees may also be
increased in other circumstances, not to exceed an additional $3.0 million if the Company requests and Hanlong grants
certain extensions of deadlines concerning the DEIS, and up to an additional $2.0 million if the Company requests and
Hanlong grants certain extensions concerning the ROD. Further to the break fees, the Company must pay a $2.0 million fee
to Hanlong at the granting of an extension concerning the ROD, and such fee will be credited against the arrangement fee
described below. The break fee payable by the Company to Hanlong may be paid in cash, or, in certain circumstances, in
shares of our common stock at our option. If paid in shares, the price would be the volume weighted average of our common
stock on the NYSE Amex for the five days ending six days after the announcement of the termination.
Chinese Bank Loan. Pursuant to the Purchase Agreement, Hanlong is obligated to use its commercially reasonable
efforts to procure the Term Loan in an amount of at least $665.0 million with a term of at least 14 years after commercial
production begins at the Mt. Hope Project. The Term Loan will bear interest at a rate of LIBOR plus a spread of between 2%
and 4% per annum. The Purchase Agreement provides that the Term Loan will have customary covenants and conditions;
however, the terms of the Term Loan have not been negotiated with the lender and we have no assurance as to the final terms
of the Term Loan. Hanlong or an affiliate is obligated to guarantee the Term Loan. When funds can be drawn by the
Company under the Term Loan, the Company will pay a $15.0 million arrangement fee to Hanlong who will pay fees and
expenses associated with the Term Loan before the Term Loan Closing, including those charged by the Chinese bank.
Bridge Loan
Hanlong has also agreed to provide a $20.0 million Bridge Loan to the Company which will be available in two
equal $10.0 million tranches. On April 28, 2010, we drew down the first tranche in the amount of $10.0 million. The second
loan tranche became available five business days after receipt of stockholder approval and is subject to the satisfaction of
customary conditions. The first tranche of the Bridge Loan bears interest at LIBOR plus 2% per annum. The second tranche
of the Bridge Loan will bear interest at 10% per annum and remains undrawn by the Company as of December 31, 2010.
The Bridge Loan will be repaid from the proceeds of the Term Loan. If Hanlong agrees, the second tranche may also be
repaid, at the Company’s election, in shares of the Company’s common stock. If paid in shares, the price would be the
volume weighted average of the Company’s shares on the NYSE Amex for a five-day period after public announcement of
the event that required repayment. The Company may offset its right to receive the break fee against its obligations to repay
borrowings under the Bridge Loan. If not sooner repaid, the Bridge Loan will mature on the earliest of 120 days after the
issuance of the ROD, the date on which the Purchase Agreement terminates, or March 31, 2012. The Bridge Loan and our
obligation to pay a break fee to Hanlong under the Purchase Agreement are secured by a pledge by us of a 10% interest in the
LLC.
Stockholder Agreement
In connection with the Tranche 1 closing, Hanlong signed a Stockholder Agreement with the Company that limits
Hanlong’s future acquisitions of our common stock, provides for designation of up to two directors to our Board, and places
some restrictions on Hanlong’s voting and disposition of our shares.
After the Tranche 1 closing, Hanlong became entitled to nominate one director to our Board, which right will
remain in place so long as it maintains at least a 10% fully diluted interest in the Company. Hanlong nominated Hui (Steven)
Xiao to serve on our Board, and he was appointed as a director in February 2011. After the Tranche 2 closing, and so long as
Hanlong retains fully-diluted stock ownership of at least 20%, Hanlong will be entitled to nominate a second director. The
Company has agreed to assure that each Hanlong nominee is included in the Board’s slate of nominees submitted to our
stockholders, subject to the Board’s fiduciary obligations and compliance by the nominee with applicable law and Company
requirements concerning disclosure of information. The Hanlong nominees may also serve on committees for which they are
eligible. Following the Term Loan closing and until its guaranty has expired or otherwise been terminated, Hanlong will
have the right to appoint one representative to the management committee of the LLC.
Hanlong has also agreed not to purchase additional shares, except as permitted by the Purchase Agreement, without
the Company’s prior consent following the Tranche 1 closing, and has agreed that it will not solicit proxies, join a group with
respect to our equity securities, solicit or encourage an offer from another person for the Company, call a meeting of the
6
Company’s stockholders or make a proposal to the Company’s stockholders, except to the Board. If our Board receives an
offer for the Company, for its assets or a merger that the Board determines is in the best interests of the Company’s
stockholders, Hanlong is required to vote in favor of such a transaction or tender its shares unless it proposes an alternative
transaction that our Board determines is more favorable to our stockholders than the offer received.
Under the Stockholder Agreement, Hanlong may not, without the prior written consent of the Board, transfer
ownership in the securities if the recipient would acquire beneficial ownership of more than 5% of our common stock as of
the date of such transfer. The restrictions on Hanlong’s share ownership, voting, disposition and drag-along rights will
terminate on the earlier of the time that Hanlong owns less than 12% of our Common Stock, the date that commercial
production begins at the Mt. Hope Project, and June 30, 2014.
The equity issuance of the Company’s common stock to Hanlong was subject to stockholder approval and was
voted on and approved in connection with the Company’s annual meeting of stockholders in May 2010.
ArcelorMittal Participation
The Company's November 2007 private placement of 8.257 million shares with ArcelorMittal, the world's largest
steel company, included certain anti-dilution rights. Pursuant to those rights, ArcelorMittal had an option to participate in the
Tranche 1 and Tranche 2 equity issuances. On April 16, 2010, the Company and ArcelorMittal entered into a Consent and
Waiver Agreement (the "Agreement") whereby ArcelorMittal waived its anti-dilution rights with respect to the Company's
proposed issuance of stock under the Hanlong investment. ArcelorMittal will retain anti-dilution rights for future issuances
of Company stock outside of shares sold under the Hanlong investment. According to public filings, on January 25, 2011,
the boards of directors of ArcelorMittal S.A. and APERAM each approved the transfer of the assets comprising
ArcelorMittal’s stainless and specialty steels businesses from its carbon steel mining businesses to APERAM, a separate
entity incorporated in the Grand Duchy of Luxembourg. This transfer included the off-take agreement the Company had in
place with ArcelorMittal and the shares of the Company’s common stock previously owned by ArcelorMittal.
Liberty Property
In March 2006, we purchased the Liberty Property in Nye County, Nevada, including water rights, mineral and
surface rights, buildings and certain equipment, from High Desert Winds LLC. The Liberty Property includes the former
Hall molybdenum and copper deposit that was mined by open pit methods between 1982 and 1985 by the Anaconda Minerals
Company (“Anaconda”) and, between 1988 and 1991, by Cyprus Metals Company (“Cyprus”). In addition, Equatorial
Tonopah, Inc. mined copper from 1999 to 2000 on this property, although their operations were in a separate open pit. Much
of the molybdenum deposit was drilled but not developed or mined by these previous owners.
In January 2007, we purchased the corporation that owned a 12% net smelter royalty on the Liberty Property,
effectively eliminating all third party royalties on the property. Additionally in 2007, we purchased all outstanding mineral
claims associated with this property that were not previously owned by us, thus giving us control over all mineral rights
within the boundary of the Liberty Property.
Since purchasing the Liberty Property, we completed two drilling programs that, combined with previous evaluation
work performed by former owners, identified mineralization totaling 433 million tons with an ore grade averaging 0.071%
molybdenum and 0.07% copper. In April 2008 we completed a pre-feasibility study outlining project viability, expected
economics, and production and cost estimates. In January 2011, the Company announced plans to re-start its evaluation
program at the Liberty Property focusing on collecting baseline data for the Nevada State-issued permits, hydro-geological
groundwater characterization of the open pit, infill drilling, and logging and assaying prior drill core to improve and update
the existing geologic model. The Company anticipates an update to the pre-feasibility study by the end of 2011, including an
evaluation of full feasibility study options. These activities will be financed using funds received in early 2011 from the
exercise of outstanding warrants.
Other Properties
We also have mining claims and land purchased prior to 2006 which consist in part of (a) approximately 107 acres
of fee simple land in the Little Pine Creek area of Shoshone County, Idaho, (b) six patented mining claims known as the
Chicago-London group, located near the town of Murray in Shoshone County, Idaho, (c) 265 acres of private land with three
unpatented claims in Josephine County, Oregon, known as the Turner Gold project, and (d) an undivided 50% interest in the
7
reserved mineral rights known as the Margaret Property and 105 unpatented mining claims comprising the Red Bonanza
Property, situated in the St. Helens Mining District, Skamania County, Washington.
Corporate Information
The Company was initially incorporated in Idaho under the name “General Mines Corporation” in 1925. We have
gone through several name changes and on October 5, 2007, we reincorporated the Company in the State of Delaware
(“Reincorporation”) through a merger of Idaho General Mines, Inc. with and into General Moly, Inc., a Delaware corporation
that was a wholly owned subsidiary of Idaho General Mines, Inc. with General Moly being the surviving entity. In
connection with the Reincorporation, all of the outstanding securities of Idaho General Mines, Inc. were converted into
securities of General Moly on a one-for-one basis. For purposes of the Company’s reporting status with the U.S. Securities
and Exchange Commission (“SEC”), General Moly is deemed a successor to Idaho General Mines, Inc. Our common stock is
traded on the NYSE Amex under the symbol “GMO” and, in February 2008, the Company began trading on the Toronto
Stock Exchange (“TSX”) under the same symbol. Our registered and principal executive office is located at 1726 Cole
Blvd., Suite 115, Lakewood, Colorado 80401 and the phone number for that office is (303) 928-8599.
We maintain a website at www.generalmoly.com, on which we will post free of charge our annual reports on Form
10-K, quarterly reports on Form 10-Q, and any amendments to these reports under the heading “Investors” as soon as
reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also routinely post
important information about the Company on our website under the heading “Investors.” We do not incorporate the
information on our website into this document and you should not consider any information on, or that can be accessed
through, our website as part of this document. You may read and copy any materials we file with the SEC at the Securities
and Exchange Commission Public Reference Room at 100 F Street NE Washington, DC 20549. The SEC also maintains a
website that contains our reports and other information at www.sec.gov.
Corporate Strategy and Objective
Our corporate strategy is to acquire and develop highly profitable advanced stage mineral deposits. Our near-term
corporate objective is to profitably develop and operate the Mt. Hope Project and to complete our evaluation and commence
development of the Liberty Property. In the short-term, we are focused on receiving permits required to complete the
development of the Mt. Hope Project based on our current schedule, while at the same time conserving our cash resources
until such permits are received.
We believe we have the following business strengths that will enable us to achieve our objectives:
A strong, proven management team with experience in mine development, project financing, and
operations.
The Mt. Hope Project, of which we own 80%, currently in the permitting and development stage, is
anticipated to be one of largest and lowest cost primary molybdenum projects in the world, driven, in part,
by high ore grades that will be processed early in the mine life.
Our Liberty Property has the potential to become a second, significant, molybdenum operation and is
wholly-owned by the Company and royalty-free.
The Mt. Hope Project and the Liberty Property are located in Nevada, which has a long and ongoing
history of large-scale, open pit mining operations.
Both the Mt. Hope Project and the Liberty Property have near-by infrastructure for power, access roads,
and water and have an environmentally friendly design.
We have strong international support from the steel industry.
We anticipate favorable long-term market fundamentals for molybdenum.
8
Products
We do not currently produce any products. When the Mt. Hope Project is developed, we expect production (on a
100% basis) of 40 million pounds of molybdenum per year over the first five years on average and approximately 1.1 billion
pounds of molybdenum over the expected 44-year life of the project. The Mt. Hope Project will primarily focus on
producing Technical Grade Molybdenum Oxide (“TMO”), which is widely utilized by the steel industry. In the future, we
may also consider producing FerroMolybdenum (“FeMo”), and have designed the Mt. Hope Project plant to accommodate
this process, which is also used by the steel industry and would make the Company a more complete supplier to the
steelmaking industry. We may also ultimately produce Ammonium Dimolybdate (“ADM”), which is a chemical used in the
manufacture of desulfurizing catalysts for use in petroleum refining.
Molybdenum is a refractory metal with very unique properties. Approximately 70% to 80% of molybdenum
applications are in steel making. Molybdenum, when added to plain carbon and low alloy steels, increases strength,
corrosion resistance and high temperature properties of the alloy. The major applications of molybdenum containing plain
and low alloy steels are automotive body panels, construction steel and oil and gas pipelines. When added to stainless steels,
molybdenum imparts specialized corrosion resistance in severe corrosive environments while improving strength. The major
applications of stainless steels are in industrial chemical process plants, desalinization plants, nuclear reactor cooling systems
and environmental pollution abatement. When added to super alloy steels, molybdenum dramatically improves high
temperature strength, thermal expansion and contraction resistance and resistance to oxidation in such applications as
advanced aerospace engine components. The effects of molybdenum additions to steels are not readily duplicated by other
elements and as such are not significantly impacted by substitution of other materials.
Other significant molybdenum applications include lubrication, catalytic sulfur reduction in petrochemicals,
lighting, LCD activation screens, x-ray generation, high temperature heat dissipation and high temperature conductivity.
These areas represent the highest technical and value-added applications of molybdenum, but are also the most readily
replaceable in times of technical or economic downturns.
Competitive Conditions
The molybdenum exploration, development and production business is a competitive business. We anticipate
competing with numerous producing companies once the Mt. Hope Project achieves production.
The supply of molybdenum comes from both primary molybdenum mines, such as our proposed Mt. Hope Project,
and as a byproduct of porphyry copper production. Each source of supply represents approximately 50% of the global 455
million pounds of molybdenum produced annually. Although many companies produce molybdenum, many of which also
mine other minerals, approximately two-thirds of global production is concentrated among ten companies.
After we commence production at both our Mt. Hope Project and Liberty Property, our competitive position will be
based on the quality and grade of our ore bodies and our ability to manage costs compared with other producers. Our costs
are driven by the grade and nature of our ore bodies as well as input costs, including energy, labor and equipment. Our
ability to have a competitive position over the long-term will be based on, among other things, our ability to receive
necessary permits, successfully finance and develop the Mt. Hope Project and Liberty Property, acquire additional quality
deposits, hire and retain a skilled workforce, and manage our costs.
The Company had a total of 37 employees, including 32 exempt and 5 hourly employees, as of December 31, 2010.
Employees
Overview
Description of the Mt. Hope Project
Effective as of January 1, 2008, we contributed all of our interest in the assets related to the Mt. Hope Project,
including our lease of the Mt. Hope Project into the LLC, and on the Closing Date entered into the LLC Agreement for the
development and operation of the Mt. Hope Project with POS-Minerals. Under the LLC Agreement, POS-Minerals owns a
20% interest in the LLC and General Moly, through a wholly-owned subsidiary, owns an 80% interest. The discussion in
this section “Description of the Mt. Hope Project” is based on the entire project, of which we own an 80% interest.
9
The LLC is proceeding with the permitting and development of the Mt. Hope Project. The Project will include the
development of an open pit mine, construction of a concentrator and a roaster, and construction of all related infrastructure to
produce TMO, the most widely marketed molybdenum product.
From November 2004 through August 2007 we conducted numerous exploration, drilling and evaluation studies,
culminating in the BFS for the Mt. Hope Project. In 2005, we initiated the baseline studies necessary for development of an
Environmental Impact Statement (“EIS”). We completed an initial POO which the BLM accepted in September 2006. In
December 2006, the BLM selected an environmental firm to complete the EIS for the Mt. Hope Project. Since that time, the
Company has been working with the environmental firm to complete the EIS. The current schedule for the development of
the Mt. Hope Project estimates that the DEIS will be released for publication during the second quarter of 2011, followed by
publication in the Federal Register in the third quarter, and receipt of the ROD six to nine months after publication.
In addition to working to complete the EIS, the LLC is working to finalize the transfer of water rights to mining use.
In October of 2008, we completed a water rights hearing in Carson City, Nevada and in March 2009 were granted our water
rights in a ruling by the State Engineer. An appeal of that ruling was granted in April 2010 by a Nevada District Court,
overturning the original ruling and remanding the matter for another hearing by the State Engineer. In December 2010, we
completed a second water rights hearing in Carson City, Nevada and currently anticipate a ruling by the State Engineer late in
the first quarter or during the second quarter of 2011 (see “Permitting-Mt. Hope Permitting Requirements-Water
Appropriation Permits-Nevada Division of Water Resources” below).
On August 19, 2010, the LLC entered into an agreement with the Eureka Producers’ Cooperative (the “EPC”)
whereby Eureka Moly will fund a Sustainability Trust (the “Trust”) in exchange for the cooperation of the EPC with respect
to Eureka Moly’s water rights and permitting of the Mt. Hope Project. The Trust will be tasked with developing and
implementing programs that will serve to enhance the sustainability and well-being of the agricultural economy in the
Diamond Valley Hydrographic Basin through reduced water consumption, which may include the Trust purchasing and
relinquishing water rights in Diamond Valley to help bring the Diamond Valley basin into a more sustainable water balance.
The Trust’s activities will be governed by a five member Board including one Eureka Moly representative.
The Trust may be funded by Eureka Moly in the amount of $4.0 million, contributed to the Trust over several years,
contingent on the achievement of certain milestones. The achievement of these milestones is considered to be probable as of
December 31, 2010. As such, the $4.0 million has been accrued in the Company’s December 31, 2010 financial statements.
At least 50% of the contributions would be provided upon receipt of all permits, full financing and the Company’s Board of
Directors’ decision to proceed with construction. The remaining payments would be split evenly with one payment due no
later than 150 days from the commencement of commercial production at the Mt. Hope Project and the remaining payment
due one year thereafter.
In addition to the ROD and the water rights, three state-issued permits are viewed as major environmental permits.
These are the Water Pollution Control (“WPC”) Permit, the Air Quality Permit and the Reclamation Permit. The LLC
continues to develop the applications and supporting information for these permits. These permits are anticipated to be
received on or before the date that the ROD is received (see “Permitting- Mt Hope Permitting Requirements” below).
Once financing has become available and the major operating permits and the ROD from the BLM are effective, it is
expected that the Mt. Hope Project can be constructed and in production within 20 months.
The Mt. Hope Project – the LLC
The Mt. Hope Project is owned and will be operated by the LLC under the LLC Agreement. The LLC currently has
a 30-year renewable lease with Mount Hope Mines, Inc. (“MHMI”) for the Mt. Hope Project (“Mt. Hope Lease”). Located in
Eureka County, Nevada, the Mt. Hope Project consists of 13 patented lode claims and one millsite claim, which are owned by
MHMI and leased to the LLC, and 1,521 unpatented lode claims, including 109 unpatented lode claims owned by MHMI and
leased to the LLC and 1,412 unpatented lode claims owned by the LLC.
The Mt. Hope Lease is subject to the payment of certain royalties. See “Business—Description of the Mt. Hope
Project—Royalties, Agreement and Encumbrances” below. In addition to the royalty payments, the LLC is obligated to
maintain the property and its associated water rights, including the payment of all property taxes and claim maintenance fees.
The LLC must also indemnify MHMI against any and all losses incurred as a result of any breach or failure to satisfy any of
the terms of the Mt. Hope Lease or any activities or operations on the Mt. Hope property.
10
The LLC is not permitted to assign or otherwise convey its obligations under the Mt. Hope Lease to a third party
without the prior written consent of MHMI, which consent may be withheld in its sole discretion. If, however, the
assignment takes the form of a pledge of our interest in the Mt. Hope Project for the purpose of obtaining financing, MHMI’s
consent may not be unreasonably withheld. The Mt. Hope Lease further requires the LLC to keep the property free and clear
of all liens, encumbrances, claims, charges and burdens on production except as allowed for a project financing.
The Mt. Hope Lease requires that the terms of any project financing must provide that: (i) any principal amount of
debt can only be repaid after payment of the periodic payments as set out in the Mt. Hope Lease; (ii) the lenders may not
prohibit or interfere with any advance royalty payments due to MHMI under the Mt. Hope Lease; and (iii) no cash sweeps or
payments of excess cash flow may be made to the lenders in priority of such advance royalty payments.
The Mt. Hope Lease also contains an after acquired property clause, which requires that any property acquired by
the LLC within two miles of the boundary of the Mt. Hope Project be conveyed to MHMI if requested within a certain time
period following notification of such acquisition. MHMI has requested that we maintain ownership of all new claims filed by
the LLC, which now includes 1,412 unpatented lode claims.
The Mt. Hope Lease may be terminated upon the expiration of its 30-year term, earlier at the election of the LLC, or
upon a material breach and failure to cure such breach. If the LLC terminates the lease, the termination is effective 30 days
after receipt by MHMI of written notice to terminate the Mt. Hope Lease. If MHMI terminates the lease, termination is
effective upon receipt of a notice of termination of a material breach, representation, warranty, covenant or term contained in
the Mt. Hope Lease and followed by failure to cure such breach within 90 days of receipt of a notice of default. MHMI may
also elect to terminate the Mt. Hope Lease if the LLC has not cured the non-payment of obligations under the lease within 10
days of receipt of a notice of default. The term of the lease can be extended beyond 30 years if the Mt. Hope Project is in
production or intends to resume production (and has provided notice accordingly).
Property Description and Location
The Mt. Hope Project is located on the eastern flank of Mt. Hope approximately 21 miles north of Eureka, Nevada.
The Mt. Hope Project is located at the southern end of the northwest-trending Battle Mountain-Eureka mineral belt. Mt.
Hope is approximately 2.6 miles due west of State Route 278, and the Mt. Hope Project centers in sections 1 and 12, T22N-
R51E and sections 12 and 13, T22N-R51½E.
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Nature and Extent of the LLC’s Title
The land package for the Mt. Hope Project contains 13 patented lode claims, one patented mill site, and
1,521 unpatented lode claims. The total surface area covered by the Mt. Hope Project land package is 18,066 acres. MHMI
owns all of the patented claims and 109 of the unpatented lode claims. These claims are the subject of the Mt. Hope Lease.
The LLC owns the remaining 1,412 unpatented lode claims. The patented claims and unpatented claims comprising the Mt.
Hope Project are listed by number and ownership in the BFS. Patented claims are owned real property and unpatented claims
are held subject to the paramount title of the United States and remain valid for as long as the claim contains a discovery of
valuable minerals as defined by law and the holder pays the applicable fees.
Royalties, Agreements and Encumbrances
Advance Royalty
The Mt. Hope Lease may be terminated upon the expiration of its 30-year term, earlier at the election of the LLC, or
upon a material breach of the agreement and failure to cure such breach. If the LLC terminates the lease, termination is
effective 30 days after receipt by MHMI of written notice to terminate the Mt. Hope Lease and no further payments would be
due to MHMI. In order to maintain the lease, the LLC must pay certain deferral fees, advance royalties and production
royalties as discussed below.
The Mt. Hope Lease Agreement requires a royalty advance (“Construction Royalty Advance”) of 3% of certain
construction capital costs, as defined in the Mt. Hope Lease. The LLC is obligated to pay a portion of the Construction
Royalty Advance each time capital is raised for the Mt. Hope Project based on 3% of the expected capital to be used for those
certain construction capital costs defined in the lease. Through December 31, 2010, we have paid $4.2 million of the total
Construction Royalty Advance. We paid an additional $0.6 million in early 2011 as a result of the exercise of outstanding
warrants. Based on our Project Capital Estimate we estimate that $17.9 million remains unpaid related to the Construction
Royalty Advance. Based on the current estimate of raising capital and developing and operating the mine, we believe that
50%, or $9.0 million, of the LLC’s remaining Construction Royalty Advance will be paid on October 19, 2011. The
remaining 50% must be paid on or before October 19, 2012.
Once the Construction Royalty Advance has been paid in full, the LLC is obligated to pay an advance royalty
(“Annual Advance Royalty”) each October 19 thereafter in the amount of $500,000 per year. The Construction Royalty
Advance and the Annual Advance Royalty are collectively referred to as the “Advance Royalties.” All Advance Royalties
are credited against the MHMI Production Royalties (as hereinafter defined) once the mine has achieved commercial
production. After the mine begins production, the LLC estimates that the Production Royalties will be in excess of the
Annual Advance Royalties for the life of the project and, further, the Construction Royalty Advance will be fully recovered
(credited against MHMI Production Royalties) by the end of 2015.
Production Royalty
Following commencement of commercial production, the LLC will be required to pay a production royalty to
MHMI and Exxon Corporation (“Exxon”) as follows:
(a)
MHMI Production Royalty
After commencement of commercial production at the Mt. Hope Project, the LLC will be required
to pay to MHMI a production royalty equal to the greater of: (i) $0.25 per pound of molybdenum metal (or the
equivalent of some other product) sold or deemed to be sold from the Mt. Hope Project; or (ii) 3.5% of net returns
(“Base Percentage”), if the average gross value of products sold is equal or lower than $12.00 per pound, or the Base
Percentage plus 1% of net returns if the average gross value of products sold is higher than $12.00 per pound but
equal or lower than $15.00 per pound, or the Base Percentage plus 1.5% of net returns if the average gross value of
products sold is higher than $15.00 per pound (“MHMI Production Royalties”). As used in this paragraph, the term
“products” refers to ores, concentrates, minerals or other material removed and sold (or deemed to be sold) from the
Mt. Hope Project; the term “gross value” refers generally to proceeds received by us or our affiliates for the products
sold (or deemed to be sold); and the term “net returns” refers to the gross value of all products, less certain direct out
of pocket costs, charges and expenses actually paid or incurred by us in producing the products.
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(b)
Exxon Production Royalty
Exxon will receive a perpetual 1% royalty interest in and to all ores, metals, minerals and metallic
substances mineable or recoverable from the Mt. Hope Project in kind at the mine or may elect to receive cash
payment equal to 1% of the total amount of gross payments received from the purchaser of ores mined/removed/sold
from property net of certain deductions.
Environmental Regulations and Permits
The Mt. Hope Project is subject to numerous state and federal environmental regulations and permitting processes.
See “Applicable Mining Laws” and “Permitting” below for a detailed description of these requirements.
Accessibility, Climate, Local Resources, Infrastructure and Physiography
Access
The Mt. Hope Project has year-round access from Nevada State Route 278. The land package includes the land
between the project site and State Route 278 making the project accessible from existing roads.
Climate
Climate in the area is moderate, with average highs in July of about 86 degrees Fahrenheit and lows in January of
about 17 degrees Fahrenheit. Precipitation in the area is relatively low with annual precipitation averages of about 12 inches.
Operations at the site are planned to continue year-round.
Local Resources and Infrastructure
The town of Eureka, Nevada is approximately 21 miles to the south of the Mt. Hope Project, via State Route 278.
The infrastructure requirements to support the mine and concentrator consist of bringing power and water to the property,
commensurate with the operational requirements, including developing a water well field within the Kobeh Valley,
constructing site access roads, and constructing maintenance shops for the mine and plant administrative offices. A 230kV
power line is expected to be developed from the Machacek substation near the town of Eureka to the mine site.
Water Rights and Surface Rights
Planned water wells, located approximately 6 miles to the south-west of the planned operating facilities, are
anticipated to supply approximately 7,000 gallons per minute (“gpm”) to the Mt. Hope Project. Exploration for water is
sufficiently advanced to identify the source of water that will be used for all project water needs, with final fresh water
development to occur during the construction of the project. (See “Permitting – Mt. Hope Permitting Requirements – Water
Appropriation Permits-Nevada Division of Water Resources” below for a discussion of the current status of our applications
for water rights for use in the Mt. Hope Project.)
Surface rights on the Mt. Hope Project include BLM open range grazing rights and stock water rights. Two power
line easements cross within the property boundaries. An existing easement for a 345 kV transmission line runs north-south
on the western edge of the property and the other existing easement is a medium-voltage power line that runs from the old
mill facilities east along the main existing access road that connects to State Route 278 to the eastern property boundary.
Physiography
The Mt. Hope area lies within an area of north-south trending mountains separated by alluvial valleys. The primary
mountain ranges in the Mt. Hope area include the Roberts Mountains, Sulphur Spring Range, Diamond Mountains, Simpson
Park Range and the Cortez Mountains. Elevations of the mountains range from over 10,000 feet for the Roberts Mountains
to approximately 6,800 feet for the crests of the Sulphur Spring range.
The major valleys in the Mt. Hope region are Diamond Valley to the east, Pine Valley to the north, and Kobeh
Valley to the west. Diamond and Pine Valleys are elongated in a north-south direction. Kobeh Valley is located to the west
and southwest of Mt. Hope.
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The upper portions of the valleys are similar in nature and are characterized by slightly incised stream channels with
no significant associated floodplain. The uplands and mountains have slopes ranging from moderate to steep (over
30 percent) with shallow to deep, moderately alkaline to medium acidic soils. Bedrock is often within 0.5 meters of the
surface, particularly on the steep upland slopes.
Lake sediments make up the largest areas in the valleys. The slopes range from smooth to rolling (0 to 15 percent),
and the soils vary from shallow to deep and mildly to strongly alkaline. The surface textures range from silty clay loams to
gravelly sandy loams and local sand. The permeability of these soils ranges from slow to rapid.
The natural vegetation of the region consists of pinion juniper and sagebrush with grass. The pinion juniper
occupies the higher elevations of the mountain slopes, with the lower areas in the valley covered predominantly with
sagebrush and shrubs with perennial bunchgrasses.
Mt. Hope, located in the lower foothills of the southeast flank of the Roberts Mountains, stands approximately
8,400 feet in elevation. Areas to the east and southeast slope gently to elevations from 6,400 to 7,900 feet. Diamond Valley,
situated to the south and east, is approximately 6,000 feet in elevation.
History
Prior Ownership and Results of Exploration Work
Lead-zinc ores were discovered at Mt. Hope in 1870, and small scale mining was carried out sporadically until the
1970s. Zinc and adjacent copper mineralization were the focus of drilling activities by Phillips Petroleum in the early 1970s
and by ASARCO and Gulf (“ASARCO”) in the mid-1970s which outlined further zinc mineralization. The last drill hole of
this series encountered significant molybdenum mineralization at depth west of the zinc deposits. The significance of this
mineralization was first recognized by ASARCO in 1976, but ASARCO did not reach an agreement with MHMI to test this
potential.
Exxon recognized molybdenum potential at Mt. Hope in 1978 and acquired an option on the property from MHMI.
By 1982, Exxon had completed 69 holes, which partially defined a major molybdenum deposit underlying the east flank of
the Mt. Hope property. Exxon conducted a +/-25% feasibility study of the Mt. Hope project in 1982. A draft EIS was
completed on the project and public hearings were held in early 1985. Exxon drilled an additional 60 holes on the property
between 1983 and 1988 but did not update their deposit block model with data from the post 1982 holes. Cyprus drilled four
holes on the property in 1989-90 under an agreement with Exxon but did not pursue the project.
We established an agreement with MHMI in 2004 pursuant to which we obtained access to the work completed by
previous companies that had evaluated the property, including drill core and drill data. We used this data as the basis for
developing an evaluation of the Mt. Hope deposit. The evaluation provided the basic engineering, plant design and other
aspects of analysis of the Mt. Hope Project and outlined a positive operating process, waste disposal, mine design and plan,
preliminary EA, permitting plan, operating and capital cost estimates, and the corresponding estimates of mineralized
material.
Geology
Mt. Hope is located in north-central Nevada on the eastern edge of a mineral belt linking ore deposits of diverse
ages. The Battle Mountain-Eureka mineral belt, a northwest-southeast trending corridor about 250 miles long, has localized
major deposits of gold, silver, copper, and molybdenum.
The Mt. Hope molybdenum ore deposit occurs in an area of about two square miles of elevated igneous rocks. The
mineralized complex includes a variety of igneous rocks derived from a common volcanic source. Quartz porphyry, the
primary molybdenum host rock, is commonly veined with molybdenite. Subordinate molybdenum mineralization also occurs
in hornfels. The known orebody occurs in two zones of the quartz porphyry stock and hornfels wallrocks.
The ore deposit is a molybdenum porphyry, which is classified as a “Climax –type” deposit. This type of deposit
has well zoned molybdenum mineralization. The molybdenum mineral content, termed grade zoning, surrounds the central
area of the deposit and forms geometries that are circular in plan and arch shaped in section. The mineral zones or “shells”
consist of quartz porphyry and hornfels cross-cut by quartz stockwork veining containing molybdenite. Drilling has proven
strong ore grades near the surface and indications of deeper ore grade zones.
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Mineralization
The main form of molybdenum mineralization that occurs within the orebody is molybdenite (MoS2 - molybdenum
disulfide). Much of the known molybdenite is distributed around two lobes and apophyses of the main quartz porphyry
stock and within two separate mineralized zones. A concentration of higher grade mineralization, averaging 0.15%
molybdenum, is present between the eastern and western mineral zones. Referred to as the Mt. Hope Fault Zone, this area is
approximately 1,300 feet in diameter and varies from 325 to 985 feet deep. This zone is the target of open pit mining in the
first 32 years. Lower grade ore will also be mined and stockpiled during the first 32 years and will be processed in the
succeeding 12 years.
Exploration
Since acquiring access to the Mt. Hope Project, we have completed additional exploration drilling for molybdenum
for the purposes of supporting our BFS and obtaining engineering information for items such as geotechnical design,
hydrology, and condemnation for waste dumps and tailing ponds as well as infill drilling for ore calculation purposes.
The Mt. Hope property has been extensively drilled and all core and assay results are available to the Company.
Accordingly, this data has been used to analyze and quantify the mineral resource based on an extensive high quality
database. The drilling at the Mt. Hope Project has been predominately performed by utilizing diamond core methods, and
some reverse circulation (“RC”) in areas of condemnation and water well drilling. To date, 311 holes have been drilled into
the property for a total of 357,177 feet of drilling; 234,402 feet of which is core, the remaining 122,775 feet is RC.
Ore to Be Mined
The table below summarizes the ore grades we expect to be milled under our BFS mine plans for Mt. Hope.
Mill Feed Ore Statistics
Category
Ore in Years 1-5
Ore in Years 1-10
Ore in Years 1-20
Ktons
110,346
220,737
439,195
Average
Grade
Mo%
0.103
0.094
0.086
Mo
Recovery %
87.7
87.3
86.2
The modeled pit, including the above mineralized material and waste, contains an estimated 2.7 billion tons of total material.
Based on these estimates, from the inception of production through year 32, the mill will process 702,953 thousand tons of
ore at an average ore grade of 0.078%. During this time period low grade ore totaling 262,973 thousand tons with an average
ore grade of 0.042% will be stockpiled for later feed into the mill from years 32 through 44. Waste material totaling
1,741,815 thousand tons will also be mined and disposed of on site. The total production is based on estimated life of mine
and has a 0.034% Mo cutoff grade.
Mining
The Mt. Hope Project is planned for production by conventional large-scale, hard-rock, open-pit mining methods.
The current mine plan provides for primary loading with an initial fleet of four hydraulic shovels followed by two electric
cable shovels and two front-end loaders. The mine fleet is expected to include 24 240-ton trucks by the end of the first full
year of production. The Company anticipates engaging a contractor to perform approximately 10 months of pre-production
stripping concurrent with the initial phases of construction at Mt. Hope.
Ore will be hauled directly to the crusher at the southeast side of the pit. Waste will be delivered to one of four
waste sites located around the mine. One low grade stockpile will be located to the east of the pit. The low grade material
will be re-handled and processed through the plant following the initial 32 years of mining. The planned storage of low-
grade ores is 263 million tons at a grade of 0.042% Mo.
15
Process Overview
The process circuit will include:
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.
Semi-Autogenous Grinding (“SAG”) & Ball Mill Circuit—Ore will be reclaimed from the stockpile from
one of four feeders and fed by conveyor to the SAG mill. The design will allow for the addition of a pebble
crusher. Following the SAG mill, the ore will be ground to 80% passing 150 microns in the two ball 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. Metallurgical results 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 trioxide product. The roasting facility will provide a fully integrated
process.
Tailing Facility
The proposed mining and processing operation is expected to produce approximately 22 million tons of tailing
(including SO2 scrubber residue) per year. Approximately 966 million tons of tailing will be produced under the current
mine plan. The Tailing Storage Facility layout provides for the construction of one tailing impoundment that will contain the
first 30 plus years of operations. A second facility is planned for the remaining years of the mine life. The tailing
impoundments will be constructed with HDPE plastic liners for groundwater protection.
Bankable Feasibility Study
On August 30, 2007, we completed the BFS which established proven reserves totaling 189,675 thousand tons of
ore at an average grade of 0.083% molybdenum sulfide and probable reserves totaling 776,251 thousand tons of ore at an
average grade of 0.065% molybdenum sulfide summarized as follows.
Statement of Reserves and Mineralized Material
Units = Short Tons
Reserves
Cutoff Grade
K$Net/hr
%Mo Sulfide
Ktons
Proven Reserves
Sulfide
Mo
Grade%
Probable Reserves
Sulfide
Mo
Grade%
Ktons
Proven+Probable Reserves
Sulfide
Ktons
Mo Grade%
$3.000
0.034%
189,675
0.083
776,251
0.065
965,926
0.068
Additional Mineralized Material
Cutoff Grade
K$Net/hr
%Mo Sulfide
Ktons
Measured
Indicated
Sulfide
Mo
Grade%
Ktons
Sulfide
Mo
Grade%
Measured+Indicated
Sulfide
Ktons
Mo Grade%
$0.001
0.024%
11,089
0.029
98,552
0.030
109,641
0.030
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Footnotes to Statements of Reserves and Mineralized Material
The cutoff grades are determined by optimizing the net present value based on process costs combined with
throughput estimates of recoverable molybdenum included in each phase of the mining and milling processes.
The derived income, based on assumed molybdenum prices, net of processing costs is calculated on a per ton
basis and on a per hour milled basis and is expressed in units of thousands of dollars (“K$Net/hr”).
Mineralized material is tabulated at the cutoff grade of 0.024% Mo. 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.
The final reserve pit design was based on a molybdenum price of $10/lb molybdenum in the saleable form of
moly tri-oxide. The base case financial analysis for the Mt. Hope Feasibility Study utilized molybdenum prices
that ranged from $13.50/lb to $28.00/lb.
As of December 31, 2010, the approximate three year backward average price for molybdenum was $18.31/lb.
The spot price for molybdenum on the same date was approximately $16.40/lb. The pit design price and the
financial analysis price assumptions are both conservative relative to the 3 year backward average and below
recent prices.
The reserve at Mt. Hope is based on a block model that utilized the statistical process of Ordinary Linear Kriging
constrained by appropriate rock type and grade boundaries. Base metal models that utilize these common
techniques generally account for mining dilution and recovery so that additional factors are not required to be
applied to the block model.
The metallurgical recovery applied to the determination of reserves was 90% in the flotation mill and 99.2% in
the molybdenum roaster. More detailed process testing and design work later in the feasibility study resulted in a
revised average flotation recovery estimate of 85.8%. This recovery difference is not material because the final
open pit design is a practical plan with access roads and mine equipment working room. The final design is
consequently a conservative representation of the mathematical economic pit that was guided by the initial
estimates.
Capital Cost Estimates
Our current estimate of the initial capital is $1,039.3 million. In addition to the $1,039.3 million in initial capital
required, approximately $114.6 million in cash financial assurance requirements and pre-paid items are estimated, resulting
in a total of $1,153.9 million. Ongoing replacement and sustaining mine equipment and process plant capital over the
expected 44-year operating life plus the three-year reclamation period is currently estimated to be approximately
$642.0 million. These amounts do not include financing costs or amounts necessary to fund operating working capital.
These cost estimates are based on 2009 constant dollars and will be subject to cost inflation or deflation. We expect that
these cost estimates will continue to evolve over time based on changes in the industry-wide cost structure as well as changes
in our operating strategies and initiatives for the project. The Mt. Hope Project's anticipated capital requirements are broken
down in the following table.
Estimated Capital Costs
Mining Equipment
Milling Equipment
Construction
Owners Costs, Pre-Stripping
Taxes, freight, spares
Engineering, Procurement, and
Construction Management
Contingency
Total Capital
Financial Assurance and pre-
paid items
Total Capital Requirement
$ Millions
$134.1
$175.5
$347.2
$169.5
$67.9
$58.7
$86.4
$1,039.3
$114.6
$1,153.9
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Sustaining Capital (40+ years)
$642.0
Pricing
The worldwide molybdenum price has fluctuated between $5.33 per pound in 2003 to over $40.00 per pound in
2005 and traded in the mid-$30s per pound prior to October 2008, when prices fell from approximately $33.50 per pound to
$7.70 per pound in April 2009 as a result of the global economic collapse. In 2009, prices slowly increased to finish the year
at $12.00 per pound and continued to increase in 2010, finishing the year at $16.40 per pound. In 2010, molybdenum prices
averaged $15.81 per pound. Price fluctuations are primarily related to global steel markets. Price declines in 2008 and 2009
were primarily caused by the global economic collapse when global steel output decreased by 30%. During 2010, global
steel production generally recovered to pre-collapse levels, led by strong demand growth from China.
In our feasibility study and for a portion of our financial evaluations, we use molybdenum prices prepared by an
independent commodities research company, CPM Group. Their research is a comprehensive look at both the supply and
demand side of the molybdenum market. Through their research, they forecast global growth rates for molybdenum for both
supply and demand. CPM Group continues to forecast substantially higher prices in the future. In October 2010, CPM
Group forecast that molybdenum prices would average $21.75 in 2011, $28.50 in 2012; $25.00 in 2013; $18.25 in 2014;
$13.75 in 2015; $14.50 in 2016, $16.00 in 2017 and $16.85 thereafter.
Production
Production over the life of the project is estimated to be 1.1 billion pounds of saleable molybdenum. Production
over the first full five years is estimated to average approximately 40 million pounds of molybdenum. Direct operating costs
for the Mt. Hope Project over the first full five years of operation are anticipated to average $5.29 per pound, using $80 per
barrel oil equivalent energy costs, and CAS per pound over the first full five years of operation, including anticipated
royalties calculated at $15 per pound molybdenum, are anticipated to average $6.00 per pound. For each $10 change in per
barrel oil costs, Mt. Hope's anticipated direct operating cost changes approximately $0.10 per pound. Life of mine CAS are
estimated to be approximately $7.94 per pound of molybdenum at $80 per barrel oil, inclusive of anticipated royalty
payments calculated at $15 per pound molybdenum.
Reconciliation between CAS, a measure based on accounting principles generally accepted in the United States of
America (“GAAP”), and Direct Operating Costs, a non-GAAP measure, is provided in the table below.
Description
Direct Operating Costs
Royalty payments (1)
Total
First Five Years
Life of Mine
$5.29
.71
$6.00
$7.13
.81
$7.94
(1) Royalty payments are a function of assumed molybdenum prices realized.
Description of the Liberty Property
On March 17, 2006, we purchased the Liberty Property, an approximately ten square mile property in Nye County,
Nevada, including water rights, mineral and surface rights, buildings and certain equipment from High Desert Winds LLC
(“High Desert”). The property includes the former Hall molybdenum and copper deposit that was mined for molybdenum by
open pit methods between 1982 and 1985 by Anaconda and between 1988 and 1991 by Cyprus. Equatorial Tonopah, Inc.
mined copper from 1999 to 2000 on this property, although their operations were in a separate open pit also located on the
property. Much of the molybdenum deposit was drilled but not developed or mined by these previous owners. At closing,
we paid High Desert a cash payment of $4.5 million for a portion of the property, and in November 2006, made an additional
payment of $1.0 million for the remainder of the property.
On January 30, 2007, we purchased Equatorial Mining North America, Inc. and its two subsidiaries, which owned a
12% net smelter returns royalty on the Liberty Property, from Equatorial Mining Pty. Limited, which effectively eliminated
all third party royalties on the property. The consideration paid for the Equatorial acquisition was $4.8 million with an
additional deferred payment of $6.0 million due upon commencement of commercial operation of the property. In
connection with the transaction, we acquired $1.2 million in cash accounts and assumed certain environmental liabilities on
the reclaimed site. Additionally in 2007, we purchased all outstanding mineral claims associated with this property that were
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not previously owned by us thus giving the Company 100% control over all mineral rights within the boundary of the
property, as well as claims on BLM property adjacent to the patented grounds.
Since purchasing the Liberty Property, we have completed two drilling programs that, together with historical
drilling, identified mineralization totaling 433 million tons averaging 0.071% molybdenum and 0.07% copper.
We completed a pre-feasibility study on the Liberty Property in April 2008 that detailed initial capital and operating
costs, anticipated mining and milling rates and permitting requirements. The Liberty Property is a follow-on project to the
Mt. Hope Project that we intend to actively pursue following development of the Mt. Hope Project, and dependent on market
conditions. The Company re-started its evaluation program at Liberty in January of 2011, focusing on collecting baseline
data for the Nevada State-issued permits, hydro-geological groundwater characterization of the open pit, infill drilling, and
logging and assaying prior drill core to improve and update the existing geologic model. The Company anticipates an update
to the pre-feasibility study by the end of 2011, including an evaluation of full feasibility study options. These activities will
be financed using funds received from the exercise of outstanding warrants.
History
In 1955, Anaconda leased and optioned the Liberty molybdenum prospect and mine in order to evaluate extensive
molybdenum and copper occurrences. From 1956 through 1966, Anaconda explored or delineated molybdenum
mineralization over an approximate one square mile area. Drilling indicated extensive mineralization from the surface to a
depth of approximately 2,000 feet. Drilling delineated approximately 200 million tons of mineralization grading
0.091 percent molybdenum which was included in a long term mining plan. Mine construction began in 1979 with
production from the Hall Mine starting in 1981. Anaconda ceased operations in 1985 due to low metal prices. Between 1982
and 1991, Anaconda and successor operator Cyprus Minerals mined a total of 50 million tons of ore grading 0.11 percent
molybdenum. No further molybdenum mining took place after 1991, leaving an estimated 150 million tons of un-mined ore
at a grade of 0.09 percent molybdenum.
A 100 million ton copper zone independent of the molybdenum was the subject of a copper leach operation by
Equatorial between 1995 and 2002. Approximately 10 million tons were mined before operations ceased in 2002. The
copper zone is not currently being evaluated.
The molybdenum mine open pit remains easily accessible for mining. Various facilities and improvements continue
to exist on the property that may be of future use for molybdenum operations including a power supply, water rights, water
and well system, offices, truck and vehicle shops, thickening tanks, water and fuel tanks, roads and other structures. All of
the mobile equipment was removed from the property. Much of the plant area was reclaimed after the 2002 closure with
most of the crushing, conveying, grinding, concentrator equipment and other milling equipment being removed from the
property.
Our combined purchases of the assets and mineral rights at the Liberty Property included all of the lands required for
future operations and all of the mineral rights. The initial years for a new molybdenum operation and mine on this property
will be entirely on fee lands owned by us. As a result, permitting is anticipated to be through state agencies, including the
Nevada Department of Environmental Protection (“NDEP”). There are minor BLM landholdings in the footprint of planned
waste stockpiles and the open pit, and at some future time we will pursue acquisition of these lands or perform Federal
National Environmental Policy Act (“NEPA”) evaluations to permit use of these lands. Based on this and because we will be
seeking to permit what has been a previous mining operation, we expect to have an expedited permitting schedule as
compared to other greenfield start-up projects, such as Mt. Hope.
Geology
The ore body at the Liberty Property is geometrically displayed as a cylinder, roughly coincident with and draped
across, the igneous contact of a Cretaceous quartz porphyry stock and the metamorphosed volcanic host rock. The cylinder
plunges -35o to the southeast. Molybdenite occurs as selvages on stockwork quartz veins and on bedding planes and
tensional shears in the country rock with the majority of the molybdenum resource located in the intrusive. Host rocks
consist of fine grained volcaniclastic rocks, formerly identified as schists and quartzites, intruded by Cretaceous coarse
grained quartz-feldspar porphyry. These are overlain by Tertiary volcanic rocks varying from rhyolitic welded ash-flow tuffs
to dacitic and basaltic lava flows. Tertiary andesite dikes intrude the welded tuffs.
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The Cretaceous quartz-feldspar porphyry is extensively altered by quartz-muscovite and K-spar flooding. Internal
textures are often obscured by overprinting alteration.
The deposit is cross-cut and offset by a number of post mineral faults. Major structural trends are north-south and
east by northeast-west by southwest.
Molybdenum mineralization is concentrated in molybdenite, molybdenum di-sulfide, with lesser amounts of
molybdenum oxide. Copper is concentrated in a blanket of chalcocite above the oxidation boundary and in chalcopyrite
below the oxide zone. Pyrite is a common constituent of most of the ore body.
Environmental Investigation - Shoshone County, Idaho
The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”),
imposes strict, joint, and several liability on parties associated with releases or threats of releases of hazardous substances.
Liable parties include, among others, the current owners and operators of facilities at which hazardous substances were
disposed or released into the environment and past owners and operators of properties who owned such properties at the time
of such disposal or release. This liability could include response costs for removing or remediating the release and damages
to natural resources. We are unaware of any reason why our undeveloped properties would currently give rise to any
potential CERCLA liability. We cannot predict the likelihood of future CERCLA liability with respect to our properties, or
to surrounding areas that have been affected by historic mining operations.
Our mineral property holdings in Shoshone County, Idaho include lands contained in mining districts that have been
designated as a “Superfund” site pursuant to CERCLA. This “Superfund Site” was established to investigate and remediate
primarily the Bunker Hill properties of Smelterville, Idaho, a small portion of Shoshone County where a large smelter was
located. However, because of the extent of environmental impact caused by the historical mining in the mining districts, the
Superfund Site covers the majority of Shoshone County including our Chicago-London and Little Pine Creek properties
(which are distant from the original smelter location) as well as many small towns located in Northern Idaho. We have
conducted a property environmental investigation of these properties which revealed no evidence of material adverse
environmental effects at either property. We are unaware of any pending action or proceeding relating to any regulatory
matters that would affect our financial position due to these inactive mining claims in Shoshone County.
Applicable Mining Laws
Mining in the State of Nevada is subject to federal, state and local law. Three types of laws are of particular
importance to the Mt. Hope Project: those affecting land ownership and mining rights; those regulating mining operations;
and those dealing with the environment.
The Mt. Hope Project is situated on lands owned by the United States (“Federal Lands”). The LLC, as the owner or
holder of the unpatented mining claims, has the right to conduct mining operations on the lands subject to the required
operating permits and approvals, compliance with the terms and conditions of the Mt. Hope Lease, and compliance with
applicable federal, state, and local laws, regulations and ordinances. On Federal Lands, mining rights are governed by the
General Mining Law of 1872, as amended, 30 U.S.C. UU 21-161 (various sections), which allows for the location of mining
claims on certain Federal Lands upon the discovery of a valuable mineral deposit and on proper compliance with claim
location requirements.
The operation of mines is governed by both federal and state regulatory programs. The predominant non-
environmental Federal regulatory program affecting operation of the Mt. Hope Project is the mine safety regulations
administered by the Mine Safety and Health Administration. Additional federal laws, such as those governing the purchase,
transport, storage or usage of explosives, and those governing communications systems, labor and taxes also apply. State
non-environmental regulatory programs affecting operations include the permitting programs for drinking water systems,
sewage and septic systems, water rights appropriations, Department of Transportation, and dam safety (engineering design
and monitoring).
Environmental regulations require various permits or approvals before any mining operations on the Mt. Hope
Project can begin. Federal environmental regulations are administered primarily by the BLM. The Environmental Protection
Agency (“EPA”) has delegated authority for the Clean Water Act and Clean Air Act to the State of Nevada. The NDEP,
therefore, has primacy for these programs and is responsible for administering the associated permits for the Mt. Hope
Project. The Bureau of Mining Regulations and Reclamation (“BMRR”) within NDEP administers the WPC and
Reclamation permits. The Bureau of Air Pollution Control (”BAPC”) within NDEP administers the Air Quality Permit. The
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NDEP also administers the permit program for onsite landfills. The Nevada Division of Wildlife administers the artificial
industrial pond permit program. Local laws and ordinances may also apply to such activities as waste disposal, road use and
noise levels. Both our Mt. Hope and Liberty properties will be subject to these various environmental laws and regulations.
Permit Acquisition and Fundamental Environmental Permitting Considerations
Permitting
We are working to obtain the required principal environmental operating permits for the Mt. Hope Project in
anticipation of a possible construction start upon receipt of the permits and availability of financing for the project. Baseline
studies and data acquisition to support permitting were initiated in the fourth quarter of 2005. Facility designs and
operational plans have been refined as data was collected and reviewed to minimize environmental impacts and facilitate the
permitting process. The planned mining and processing operations are consistent with numerous other permitted projects in
Nevada, in terms of methods, facility design, equipment, and related engineering plans.
Permitting Process Overview
The development, operation, closure and reclamation of mining projects in the United States require numerous
notifications, permits, authorizations and public agency decisions. This section does not attempt to exhaustively identify all
of the permits and authorizations that need to be granted, but instead focuses on those that are considered to be critical for
project start-up.
Environmental Inventories
There are certain environmental evaluations that routinely must be completed in order to provide the information
against which project impacts are measured. Both the BLM and the NDEP have requirements to profile existing conditions
and to evaluate what effects will result from implementing the Mt. Hope Project.
Background information on geology, air quality, soils, biology, water resources, wildlife, vegetation, noise, visual
resources, social and economic conditions, and cultural resources have been assembled and have been submitted to the
appropriate regulatory agencies.
Mt. Hope Permitting Requirements
The Mt. Hope Project will require both Federal and State permits before it can commence construction and
operations. Major permits required for the Mt. Hope Project include the ROD, a BLM issued permit, water appropriation
permits from the Nevada Division of Water Resources, the WPC permit and reclamation permit from the NDEP—BMRR,
and an air quality permit from the NDEP— BAPC. Applications for other time-critical State permits have been submitted for
agency review and approval. The LLC continues to develop and evolve the information supporting these permits based on
agency review and feedback. We believe these other major operating permits will be received on or prior to the effective
date of the ROD.
Although we currently are targeting the effectiveness of the ROD and the receipt of all major operating permits to
occur six to nine months after publication of the DEIS in the Federal Register, circumstances beyond our control, including
reviewing agency delays or requests for additional information or studies, and appeals of the BLM decision, could cause the
effectiveness of the ROD to be delayed. The occurrence of any or a combination of these adverse circumstances may
increase the estimated costs of development, require us to obtain additional interim financing, and / or delay our ability to
consummate project financing or other significant financing. A delay in the ROD or the receipt of major operating permits
also affects the satisfaction of the ROD Contribution Conditions as well as the conditions to Tranche 2 of Hanlong’s
investment in our common stock.
Plan of Operations Approval—Bureau of Land Management
The BLM is preparing an EIS analyzing the environmental impacts of the Mt. Hope Project and alternatives in
accordance with the NEPA. Upon completion and approval of the EIS, the BLM will issue the ROD for the Mt. Hope
Project. The ROD will be effective on the date the BLM has recorded its decision to approve the EIS and POO for the Mt.
Hope Project. We currently expect to receive the ROD six to nine months after publication of the DEIS in the Federal
Register. In September 2006, the BLM determined that the POO met the regulatory requirements with respect to
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completeness and comprehensiveness. Since that time, baseline technical reports have been submitted and approved by the
BLM and POO updates have been submitted to accommodate additional detail based on progression of project design. The
Preliminary Draft Environmental Impact Statement (“PDEIS”) was completed and provided to Cooperating Agencies on
August 18, 2010. These Agencies provided comments on the PDEIS to the BLM on September 23, 2010. The BLM and its
independent EIS contractor are currently in the process of reviewing and incorporating the comments into a DEIS. Once the
DEIS is complete, the BLM will advance the DEIS through the Notice of Availability (“NOA”) process, which is the
procedural step to publishing the document. The Company expects the DEIS to be released for publication during the second
quarter of 2011 and published in the Federal Register in the third quarter, but delays to the BLM’s review process, which the
Company does not control, could push publication later into 2011. Following publication of the DEIS, the public will be
allowed to review and comment on the DEIS and a Final EIS will be drafted prior to the issuance of the ROD, which the
Company anticipates receiving six to nine months after publication.
Potential environmental issues associated with the proposed operations have been identified and mitigation measures
have been developed to minimize potential impacts. These actions are anticipated to support permitting efforts and to reduce
potential environmental liability, and promote good community and social responsibility.
Issues of concern are primarily related to geochemistry and the associated potential for acid generation from waste
rock, the water quality in the post-mining pit lake, and the potential mobilization of constituents in the tailings. Other
significant potential impacts include effects of groundwater pumping on existing water rights and/or surface water flows, air
emissions, reduction of wildlife habitat, including a federally listed sensitive species, and the socioeconomic impact to the
community of Eureka. Extensive laboratory testing has been conducted to fully evaluate the geochemistry of all material
types that will be mined. The waste rock disposal facilities and tailing impoundment designs incorporate components to
minimize potential impacts, consistent with accepted and demonstrated industry practices. State of the art hydrological and
geochemical computer modeling predicts that the post-mining pit lake water quality will not pose a threat to wildlife and will
therefore not require treatment. Air emissions will be reduced by using state-of-the-art control technology and leading
industry practices. A detailed reclamation plan has been developed to re-establish post-mining land uses, including wildlife
habitat. Other resource-specific mitigation plans have been developed, including those for wild horses and burros, cultural
resources, the Pony Express Trail, sage grouse habitat, water resources, bats, and fugitive dust. The LLC is working with
Eureka County to identify opportunities to mitigate socioeconomic impacts.
Environmental regulations related to reclamation require that the cost for a third party contractor to perform
reclamation activities on the mine site be estimated. This reclamation cost estimate, once approved by BLM and the NDEP
will become the basis for the required financial assurance amount. The LLC will be required to post a financial instrument
upon receiving the ROD to provide a guarantee that this amount will be available to BLM and NDEP for use in conducting
reclamation should we become insolvent or default on our reclamation obligations. Although the Reclamation Permit is
administered by the NDEP-BMRR, BLM review is required and the reclamation cost estimate must be approved in
conjunction with approval of the POO. To accommodate this process, the reclamation permit application and reclamation
cost estimate is included as part of the POO submittal.
A phased reclamation cost estimate will address the anticipated activities for a three-year period from the point of
POO approval. The financial assurance estimate must then be recalculated every three years to include the current activities
and those activities anticipated to be completed during the subsequent three-year period. Preliminary estimates indicate that
the project reclamation financial assurance requirements during the first three-year period will be approximately
$72.0 million, and could be met with financial instruments other than cash. The estimated cost of reclamation will increase
with every three-year update in conjunction with the growth of the waste rock pile and the tailing impoundments. It is
estimated that financial assurance requirements could reach $170.0 million at the anticipated end of the project (year 44).
Water Appropriation Permits—Nevada Division of Water Resources
The Mt. Hope Project is primarily centered between two water basins: the Kobeh Valley Basin and the Diamond
Valley Basin. Operation of the Mt. Hope Project is expected to require 7,000 gpm of fresh water that will be sourced from
wells located in Kobeh Valley, west of the Mt. Hope Project. The Company has purchased from existing water rights holders
essentially all available water rights in the Kobeh Valley Basin, totaling more than 16,000 acre feet annually. The Company
believes it has sufficient water rights for its planned mining and milling operations.
On March 26, 2009, the Nevada State Engineer approved the Company’s water applications granting mining and
milling use of 11,300 acre feet annually of water to be drawn from a well field near the Mt. Hope Project. Two appeals of
the ruling were filed by with the Seventh Judicial District Court of the State of Nevada challenging the State Engineer’s
decision. On April 21, 2010, the District Court entered an order remanding the matter for another hearing by the State
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Engineer. The Court ruled that the Petitioners’ due process rights to a full and fair hearing were violated when the State
Engineer considered and relied upon a version of the Company’s hydrology model that had not been presented to the
Petitioners before the hearing.
In June 2010, the Company filed change applications with the State Engineer’s office requesting permits to
withdraw water at well locations matching those incorporated in the Company’s final hydrology models now approved by the
BLM. On December 6, 2010, the Nevada State Engineer began a four-day hearing where protests to the Company's water
applications were heard. The Company currently anticipates a ruling by the State Engineer late in the first quarter or during
the second quarter of 2011.
On August 19, 2010, the LLC entered into an agreement with the Eureka Producers’ Cooperative (the “EPC”)
whereby Eureka Moly will fund a Sustainability Trust (the “Trust”) in exchange for the cooperation of the EPC with respect
to Eureka Moly’s water rights and permitting of the Mt. Hope Project. The Trust will be tasked with developing and
implementing programs that will serve to enhance the sustainability and well-being of the agricultural economy in the
Diamond Valley Hydrographic Basin through reduced water consumption, which may include the Trust purchasing and
relinquishing water rights in Diamond Valley to help bring the Diamond Valley basin into a more sustainable water balance.
The Trust’s activities will be governed by a five member Board including one Eureka Moly representative.
The Trust may be funded by Eureka Moly in the amount of $4.0 million, contributed to the Trust over several years,
contingent on the achievement of certain milestones. The achievement of these milestones is considered to be probable as of
December 31, 2010. As such, the $4.0 million has been accrued in the Company’s December 31, 2010 financial statements.
At least 50% of the contributions would be provided upon receipt of all permits, full financing and the Company’s Board of
Directors’ decision to proceed with construction. The remaining payments would be split evenly with one payment due no
later than 150 days from the commencement of commercial production at the Mt. Hope Project and the remaining payment
due one year thereafter.
Water Pollution Control Permit—Nevada Division of Environmental Protection—Bureau of Mining Regulation and
Reclamation
The BMRR administers the programs for the WPC Permit and the Reclamation Permit, both of which are required
for the Mt. Hope Project. The WPC Permit program specifies design criteria for containment of process fluids and mandates
development of monitoring, operational and closure plans. We believe that the standards for facility design are well-defined
and we do not anticipate that the WPC permitting process will be delayed by technical issues. In addition, the permit review
process is well-defined, including timelines, and is codified in regulation. The permit application was originally submitted in
the third quarter of 2008. We anticipate receiving the WPC Permit close to the BLM’s issuance of the ROD.
Air Quality Permit—Nevada Division of Environmental Protection—Bureau of Air Quality
Prior to the commencement of construction activities and in conjunction with facility operations, an air quality
permit will be necessary. The Nevada BAPC regulations categorize permit types as Class 1 or Class 2, based on the
estimated emissions amounts. The Mt. Hope Project is subject to a Class 2 permit (smaller emissions) based on preliminary
emissions estimates. The permit application included an emissions inventory and dispersion modeling to demonstrate that
emissions from the project will not exceed established air quality standards. Emissions are primarily associated with the
crush/grind circuit (particulate matter) and the roaster (sulfur oxides). Roaster emissions will be controlled with a 99.7%
estimated removal efficiency for sulfur oxides. The permit application was originally submitted in the third quarter of 2008
and has been subsequently revised to address BAPC comments. We anticipate receiving the permit close to the BLM’s
issuance of the ROD.
Liberty Property Permitting Requirements
We anticipate that the permitting schedule for the Liberty Property will be shorter than for the Mt. Hope Project, due
to a relatively shorter permitting process under Nevada State regulations as opposed to the Federal NEPA process. We
control over 14,000 acres, including 5,054 acres of fee land, 946 acres of patented lode claims, 63 acres of patented mill site
claims and 7,984 acres of unpatented lode claims. Our ownership of the assets and mineral rights at the Liberty Property
include most of the lands required for future operations and all of the mineral rights. The initial years for a new molybdenum
operation and mine on this property will be entirely on fee lands owned by us. As a result, permitting is anticipated to be
through state agencies, including the NDEP. There are minor BLM landholdings in the footprint of planned waste stockpiles
and at some future time we will pursue acquisition of these lands, or perform NEPA evaluations to permit use of these lands.
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Other permits including the water pollution and control, reclamation and air quality as described in previous sections would
be required for the Liberty Property site and the level of analysis and time required is anticipated to be consistent with those
described for Mt. Hope Project.
In addition to land ownership, two other factors distinguish the Liberty property from Mt. Hope with respect to
environmental permitting. First, water consumption is not as significant an issue at Liberty. Unlike Mt. Hope, the areas
surrounding Liberty are not extensively irrigated. In addition, we own significant water rights at the Liberty site and have
water wells in place. Second, the area has been mined previously which has resulted in significant surface disturbance. By
conducting exploration drilling on pre-existing disturbance to the extent possible, the amount of disturbance created by
exploration drilling is greatly reduced, and permitting requirements to support exploration are reduced. Furthermore, there is
extensive environmental information developed to support permitting of the previous mine operation. We anticipate that this
information can be used to streamline the permitting process for us by reducing the amount of baseline studies and other
technical information that must be developed.
Other United States Regulatory Matters
The Resource Conservation and Recovery Act (“RCRA”) and related state laws regulate generation, transportation,
treatment, storage, or disposal of hazardous or solid wastes associated with certain mining-related activities. RCRA also
includes corrective action provisions and enforcement mechanisms, including inspections and fines for non-compliance.
Mining operations may produce air emissions, including dust and other air pollutants, from stationary equipment,
such as crushers and storage facilities, and from mobile sources such as trucks and heavy construction equipment. All of
these sources are subject to review, monitoring, permitting, and/or control requirements under the federal Clean Air Act and
related state air quality laws. Air quality permitting rules may impose limitations on our production levels or create
additional capital expenditures in order to comply with the permitting conditions.
Under the federal Clean Water Act and delegated state water-quality programs, point-source discharges into “Waters
of the State” are regulated by the National Pollution Discharge Elimination System (“NPDES”) program, while Section 404
of the Clean Water Act regulates the discharge of dredge and fill material into “Waters of the United States,” including
wetlands. Stormwater discharges also are regulated and permitted under that statute. All of those programs may impose
permitting and other requirements on our operations.
NEPA requires an assessment of the environmental impacts of “major” federal actions. The “federal action”
requirement can be satisfied if the project involves federal land or if the federal government provides financing or permitting
approvals. NEPA does not establish any substantive standards; it merely requires the analysis of any potential impact. The
scope of the assessment process depends on the size of the project. An EA may be adequate for smaller projects. An EIS,
which is much more detailed and broader in scope than an EA, is required for larger projects. NEPA compliance
requirements for any of our proposed projects could result in additional costs or delays.
The Endangered Species Act (“ESA”) is administered by the U.S. Department of Interior’s U.S. Fish and Wildlife
Service (“USFWS”). The purpose of the ESA is to conserve and recover listed endangered and threatened species and their
habitat. Under the ESA, “endangered” means that a species is in danger of extinction throughout all or a significant portion
of its range. “Threatened” means that a species is likely to become endangered within the foreseeable future. Under the
ESA, it is unlawful to “take” a listed species, which can include harassing or harming members of such species or
significantly modifying their habitat. We conduct wildlife and plant inventories required by regulatory agencies prior to
initiating exploration or mining project permitting. We currently are unaware of any endangered species issues at any of our
projects. A threatened species occurs in limited segments of two creeks approximately 10 miles to the north of the proposed
well field for the Mt. Hope Project. Although hydrologic modeling predicts no impacts to these stream segments,
consultation with the USFWS will be required. Future identification of endangered species or habitat in our project areas
may delay or adversely affect our operations.
We are committed to fulfilling or exceeding our requirements under applicable environmental laws and regulations.
These laws and regulations are continually changing and, as a general matter, are becoming more restrictive. Our policy is to
conduct our business in a manner that strives to safeguard public health and mitigates the environmental effects of our
business activities. To comply with these laws and regulations, we have made, and in the future may be required to make,
capital and operating expenditures.
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ITEM 1A. RISK FACTORS
You should carefully consider the risks described below and elsewhere in this report, which could materially and
adversely affect our business, results of operations or financial condition. If any of the following risks actually occurs, the
market price of our common stock would likely decline. The risks and uncertainties we have described below, however, are
not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial
may also affect our operations.
Our investors may lose their entire investment in our securities
An investment in our securities is speculative and the price of our securities has been and will continue to be
volatile. Only investors who are experienced in high risk investments and who can afford to lose their entire investment
should consider an investment in our securities.
Our profitability depends largely on the success of the Mt. Hope Project, the failure of which would have a material
adverse effect on our financial condition
We are focused primarily on the development of the Mt. Hope Project. Accordingly, our profitability depends
largely upon the successful development and operation of this project. We are currently incurring losses and we expect to
continue to incur losses until sometime after molybdenum production begins at the Mt. Hope Project. The LLC may never
achieve production at the Mt. Hope Project and may never be profitable even if production is achieved. The failure to
successfully develop the Mt. Hope Project would have a material adverse effect on our financial condition, results of
operations and cash flows. Even if the LLC is successful in achieving production, an interruption in operations at the Mt.
Hope Project that prevents the LLC from extracting ore from the Mt. Hope Project for any reason would have a material
adverse impact on our business.
If certain conditions are not met under the Hanlong transaction documents, our ability to begin construction of the
Mt. Hope Project could be delayed further
The additional investments by Hanlong in our common stock and the related financing with a Chinese bank and the
molybdenum supply agreement are subject to a number of conditions precedent, including receipt by us of required
governmental permits, approval of Chinese government authorities for investment in us by Hanlong and loans expected to be
made by a Chinese bank, and negotiation of acceptable loan terms with that bank. These conditions may not be met, in
which case our ability to begin construction of the Mt. Hope Project could be delayed further while we attempt to obtain
alternative financing. We may not be successful in obtaining acceptable financing since the current credit markets are
difficult for development stage companies. In addition, we may be subject to financial penalties under the Hanlong
transaction if certain milestones are not met in accordance with the agreement.
We may require and may not be able to obtain substantial additional financing in order to fund the operations of the
Company and the LLC and if we are successful in raising additional capital, it may have dilutive and other adverse
effects on our stockholders
If the actual costs to complete the development of the Mt. Hope Project are significantly higher than we expect, we
may not have enough funds to cover these costs and we may not be able to obtain other sources of financing. The failure to
obtain all necessary financing would prevent the LLC from achieving production at the Mt. Hope Project and impede our
ability to become profitable.
We continue to review the technical merits of the Liberty Property which will also require significant additional
capital to permit and/or commence mining activities at this property. We may not be able to obtain the financing necessary to
develop the Liberty Property should we decide to do so.
If additional financing is not available, or available only on terms that are not acceptable to us, we may be unable to
fund the development and expansion of our business, attract qualified personnel, take advantage of business opportunities or
respond to competitive pressures. Any of these events may harm our business. Also, if we raise funds by issuing
additional shares of our common stock, preferred stock, debt securities convertible into preferred or common stock, or a sale
of additional minority interests in our assets, our existing stockholders will experience dilution, which may be significant, to
their ownership interest in us or our assets. If we raise funds by issuing shares of a different class of stock other than our
common stock or by issuing debt, the holders of such different classes of stock or debt securities may have rights senior to
the rights of the holders of our common stock.
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Our inability to satisfy certain conditions under the LLC Agreement required to be satisfied by December 31, 2011
will require the LLC to pay a penalty to our LLC partner, POS-Minerals
As commercial production at the Mt. Hope Project will not occur by December 31, 2011, and if POS-Minerals has
made its additional $56.0 million contribution, the LLC Agreement with POS-Minerals requires the LLC to make a
distribution to POS-Minerals of up to $36.0 million, 20 days after the commencement of commercial production, as defined
by the LLC Agreement, as a penalty (“Penalty”) for the delay in commencement of production, with no corresponding
reduction in POS-Minerals’ ownership interest in the LLC.
The LLC may not be able to satisfy the ROD Contribution Conditions at all. The satisfaction of the ROD
Contribution Conditions are subject to a number of factors that are beyond our control, including the issuance of the ROD by
the BLM and the ability of third parties to initiate administrative or judicial appeals after the issuance of the ROD. In
addition, the Mt. Hope Project will not achieve commercial production by December 31, 2011, based on our current plan and
expected timetable, or may not achieve commercial production at all. As a result, we expect that we will be required to pay
the Penalty if POS-Minerals has made its additional $56.0 million contribution.
Because POS-Minerals has elected to retain its 20% interest in the LLC and we anticipate being required to make
the Penalty payment to POS-Minerals, we may not be able to provide sufficient funding to the LLC to develop the Mt. Hope
Project, which could have a material adverse effect on our financial condition, results of operations and cash flows. In
addition, in such cases we may be required to seek additional capital which may not be available to us on commercially
reasonable terms, if at all. Any such additional financing could dilute or otherwise adversely impact the rights of our existing
stockholders.
The LLC Agreement gives POS-Minerals the right to approve certain major decisions regarding the Mt. Hope Project
The LLC Agreement requires unanimous approval of the members for certain major decisions regarding the Mt.
Hope Project. This effectively provides either member with a veto right over the specified decisions. These decisions
include:
Approval of the operations to be conducted and objectives to be accomplished by the Mt. Hope Project
(“Program and Budget”);
Approval of the budget for costs to be incurred by the LLC and the schedule of cash capital contributions to be
made to the LLC (“Budget”);
Approval of cost overruns in excess of 15% of an approved Program and Budget;
Approval of an expansion or contraction of the average tpd planned of 20% or more from the relevant tpd
throughput schedule in the BFS;
Approval of the LLC’s acquisition or disposition of significant real property, water rights or real estate assets;
Approval of the incurrence of indebtedness by the LLC that requires (1) an asset of the LLC to be pledged as
security, (2) the pledge of a membership interest in the LLC 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 the LLC to
finance the acquisition or lease of equipment; and
Approval of the issuance by the LLC of an ownership interest to any person other than Nevada Moly or POS-
Minerals.
The requirement that certain decisions be approved by POS-Minerals may make it more difficult for our
stockholders to benefit from certain decisions or transactions that we would otherwise cause the LLC to make if they are
opposed by POS-Minerals.
Fluctuations in the market price of molybdenum could adversely affect the value of our company and our securities
The profitability of our mining operations will be influenced by the market price of the metals we mine. The market
prices of metals such as molybdenum fluctuate widely and are affected by numerous factors beyond the control of any
26
mining company. These factors include fluctuations with respect to the rate of inflation, the exchange rates of the U.S. dollar
and other currencies, interest rates, global or regional political and economic conditions and banking crises, global and
regional demand, production costs in major molybdenum producing areas and a number of other factors. Sustained periods
of low molybdenum prices would adversely impact our revenues, profits and cash flows. In particular, a sustained low
molybdenum price could:
cause a continued delay and suspension of our development activities 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 continued negative impact on the availability of financing to us.
Furthermore, the need to reassess the feasibility of any of our projects if molybdenum prices were to significantly
decline could cause substantial delays. Mineral reserve calculations and life-of-mine plans using lower molybdenum prices
could result in reduced estimates of mineral reserves and in material write-downs of our investment in mining properties and
increased amortization, reclamation and closure charges.
The volatility in metals prices is illustrated by the quarterly average price range from January 2002 through February
2011 for molybdenum: (lb) $2.73 - $35.37. Average molybdenum prices are quoted in Platt’s Metals Week. After a period
of high sustained molybdenum prices in 2004 through September 2008, where the price of molybdenum averaged $27.34 per
pound, the price of molybdenum fell to approximately $7.70 per pound in April 2009. Although we estimate the Mt. Hope
Project’s average cost of production over the first five years to be approximately $7.00 per pound, a sustained period of lower
molybdenum prices would have material negative impacts on the Company’s profitability.
Our profitability is subject to demand for molybdenum, and any decrease in that demand, or increase in the world’s
supply, could adversely affect our results of operations
Molybdenum is used primarily in the steel industry. The demand for molybdenum from the steel industry and other
industries was extremely robust through the third quarter of 2008, primarily fueled by growth in Asia and other developing
countries. Beginning in the fourth quarter of 2008, the global economic crisis forced steel companies to substantially reduce
their production levels with a corresponding reduction in the consumption of molybdenum which contributed to the decline
in the price of molybdenum. Current forecasts anticipate a substantial rebound in demand growth for molybdenum in 2011
from 2009 levels as global growth re-emerges. However, sustained low molybdenum demand resulting from a prolonged
global economic distress may cause prolonged periods of low molybdenum prices ultimately resulting in a continued
suspension of our development or, in the future a suspension of our mining operations at our Mt. Hope Project.
A sustained significant increase in molybdenum supply could also adversely affect our results. The CPM Group
estimate that during the next five years a total of 198.3 million annual pounds of production could be added to the supply of
molybdenum (including 40 million of supply from our Mt. Hope Project). In the event demand for molybdenum does not
increase to consume the potential additional production, the price for molybdenum may be adversely affected.
We are exposed to counter party risk, which may adversely affect our results of operations
The off-take agreements the Company has completed including contracts with ArcelorMittal, SeAH Besteel, Sojitz,
and Hanlong contain provisions allowing for the sale of molybdenum at certain floor prices, or higher, over the life of the
five year agreements. During the past 18 months there have been periods where the spot molybdenum prices fell below the
floor prices in the contracts. During these time periods all four contracts would have provided for the company to sell
molybdenum at above-spot prices. In the event that our contract parties choose not to honor their contractual obligations, our
profitability may be adversely impacted.
We may not be able to obtain or renew licenses, rights and permits required to develop or operate our mines, or we
may encounter environmental conditions or requirements that would adversely affect our business
In the ordinary course of business, mining companies are required to seek governmental permits for expansion of
existing operations or for the commencement of new operations. The LLC will be required to obtain a Record of Decision
from the BLM authorizing implementation of the Mt. Hope Project POO. This approval can be obtained only after
27
successful completion of the National Environmental Policy Act process of environmental evaluation, which incorporates
substantial public comment. The LLC will also need to obtain various state and federal permits including water protection,
air quality, water rights and reclamation permits In addition to requiring permits for the development of the Mt Hope mine,
we will need to obtain and modify various mining and environmental permits during the life of the project. Obtaining,
modifying, and renewing the necessary governmental permits is a complex and time-consuming process involving numerous
jurisdictions and often involving public hearings and substantial expenditures. The duration and success of our efforts to
obtain, modify or renew permits will be contingent upon many variables, some of which are not within our control.
Increased costs or delays could occur, depending on the nature of the activity to be permitted and the interpretation of
applicable requirements implemented by the permitting authority. All necessary permits may not be obtained and, if
obtained, may not be renewed, or the costs involved in each case may exceed those that we previously estimated. It is
possible that the costs and delays associated with compliance with such standards and regulations could become such that we
would not proceed with the development or operation of the Mt Hope Mine.
The development of the Mt. Hope Project may be delayed, which could result in increased costs or an inability to
complete its development
The LLC may experience delays in developing the Mt. Hope Project. These could increase its development costs,
affect its economic viability, or prevent us from completing its development. The timing of development of the Mt. Hope
Project depends on many factors, some of which are beyond our and the LLC’s control, including:
timely issuance of permits and licenses;
timely availability of equipment;
sustained low prices for molybdenum;
acquisition of surface land and easement rights required to develop and operate the project;
completion of advanced engineering,
timely execution of the remaining portions of the Hanlong transaction; and
construction of the project.
In addition, factors such as sustained low prices of molybdenum and volatility in foreign exchange or interest rates,
as well as international political unrest, could adversely affect our ability to obtain adequate financing to fund the
development of the project on a timely basis. Any delays caused by our inability to raise capital when needed may lead to the
cancellation or extension of, or defaults under, agreements with equipment manufacturers or a need to sell equipment already
purchased, any of which may adversely impact the Mt. Hope project timeline. Additionally, delays to the Mt. Hope Project
schedule have consequences with regard to our LLC agreement with POS-Minerals, including potential claims by POS-
Minerals, which may serve to increase our capital obligations and further enhance this risk factor.
Our mineralization and reserve estimates are uncertain, and any material inaccuracies in those estimates could
adversely affect the value of our mineral reserves
There are numerous uncertainties inherent in estimating mineralization and reserves, including many factors beyond
our control. The estimation of mineralization and reserves is a subjective process and the accuracy of any such estimates is a
function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling,
metallurgical testing, production, and the evaluation of mine plans subsequent to the date of any estimate may justify revision
of such estimates. The volume and grade of mineralization and reserves recovered and rates of production may be less than
anticipated. Assumptions about prices are subject to greater uncertainty and metals prices have fluctuated widely in the past.
Further declines in the market price of molybdenum and copper may render mineralization and reserves containing relatively
lower grades of ore uneconomic to exploit, which may materially and adversely impact our reserve and mineralization
estimates at our projects. Changes in operating and capital costs and other factors including, but not limited to, short-term
operating factors such as the need for sequential development of ore bodies and the processing of new or different ore grades,
may also materially and adversely affect mineralization and reserves.
28
Any material inaccuracies in our production estimates could adversely affect our results of operations
We have prepared estimates of future molybdenum production. We or the LLC may never achieve these production
estimates or any production at all. Our production estimates depend on, among other things:
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;
the ability to obtain all permits and construct a processing facility at Mt. Hope.
Our actual production may vary from our estimates if any of our assumptions prove to be incorrect. With respect to
the Mt. Hope Project, we do not have the benefit of actual mining and production experience in verifying our estimates,
which increases the likelihood that actual production results will vary from the estimates.
Mining is inherently dangerous and subject to conditions or events beyond our control, and any operating hazards
could have a material adverse effect on our business
Mining at the Mt. Hope Project will involve various types of risks and hazards, including: environmental hazards,
industrial accidents, metallurgical and other processing problems, unusual or unexpected rock formations, structure cave-in
or slides, flooding, fires and interruption due to inclement or hazardous weather conditions.
These risks could result in damage to, or destruction of, mineral properties, production facilities or other properties,
personal injury or death, environmental damage, delays in mining, increased production costs, monetary losses and possible
legal liability. We may not be able to obtain insurance to cover these risks at economically feasible premiums and some
types of insurance may be unavailable or too expensive to maintain. We may suffer a material adverse effect on our business
and the value of our securities may decline if we incur losses related to any significant events that are not covered by our
insurance policies.
Our operations make us susceptible to environmental liabilities that could have a material adverse effect on us
Mining is subject to potential risks and liabilities associated with the potential pollution of the environment and the
necessary disposal of mining waste products occurring as a result of mineral exploration and production. Insurance against
environmental risk (including potential liability for pollution or other hazards as a result of the disposal of waste products
occurring from exploration and production) is not generally available to us or the LLC (or to other companies in the minerals
industry) at a reasonable price. To the extent that we become subject to environmental liabilities, the satisfaction of any such
liabilities would reduce funds otherwise available to us and could have a material adverse effect on us. Laws and regulations
intended to ensure the protection of the environment are constantly changing, and are generally becoming more restrictive.
Legal title to the properties in which we have an interest may be challenged, which could result in the loss of our
rights in those properties
The ownership and validity, or title, of unpatented mining claims are often uncertain and may be contested. A
successful claim contesting our title or interest to a property or, in the case of the Mt. Hope Project, the land-owner’s title or
interest to such property could cause us and/or the LLC to lose the rights to mine that property. In addition, the success of
such a claimant could result in our not being compensated for our prior expenditures relating to the property.
Climate change and climate change legislation or regulations may adversely impact General Moly’s planned future
operations
Energy is anticipated to be a significant input in General Moly’s operations. A number of governmental bodies have
introduced or are contemplating legislative and regulatory change in response to the possible impacts of climate change
including pending U.S. legislation that, if enacted, may limit and reduce greenhouse gas emissions through a “cap and trade”
29
system of allowances and credits, among other provisions. In addition, the EPA has for the first time required large emitters
of greenhouse gases to collect and report data with respect to their greenhouse gas emissions. Such legislation and regulation,
if enacted, could negatively impact future profitability at General Moly’s assets. These regulatory mechanisms may be either
voluntary or legislated and may impact General Moly’s planned future operations directly or indirectly through customers or
our supply chain. Assessments of the possible impact of future climate change legislation, regulation and international
treaties and accords are uncertain. The Company may realize increased capital expenditures resulting from required
compliance with revised or new legislation or regulations, costs to purchase or profits from sales of, allowances or credits
under a “cap and trade” system, increased insurance premiums and deductibles as new actuarial tables are developed to
reshape coverage, a change in competitive position relative to industry peers and changes to profit or loss arising from
increased or decreased demand for goods produced by the company and indirectly, from changes in costs of goods sold.
The possible physical impacts of climate change on the Company’s planned future operations are highly uncertain.
These may include changes in rainfall patterns, shortages of water or other natural resources, changing sea levels, changing
storm patterns and intensities, and changing temperature levels. These effects may adversely impact the cost, production and
financial performance of General Moly’s planned future operations.
Mineral exploration and mining activities require compliance with a broad range of laws and regulations, and
compliance with or violation of these laws and regulations may be costly
Mining operations and exploration activities are subject to national and local laws and regulations governing
prospecting, development, mining, production, exports, taxes, labor standards, occupational health and safety, waste disposal,
toxic substances, land use, environmental protection, reclamation obligations and mine safety. In order to comply with
applicable laws and regulations, we may be required to make capital and operating expenditures or to close an operation until
a particular problem is remedied. In addition, if our activities violate any such laws and regulations, we may be required to
compensate those suffering loss or damage, and may be fined if convicted of an offense under such legislation. We may also
incur additional expenses and our projects may be delayed as a result of changes and amendments to such laws and
regulations, including changes in local, state, and federal taxation.
Land reclamation requirements for exploration properties may be burdensome, may divert funds from our
exploration programs and could have an adverse effect on our financial condition
Although variable, depending on location and the governing authority, land reclamation requirements are generally
imposed on mineral exploration companies, as well as companies with mining operations, in order to minimize long term
effects of land disturbance. Reclamation may include requirements to control dispersion of potentially deleterious effluents
and to reasonably re-establish pre-disturbance land forms and vegetation. In order to carry out reclamation obligations
imposed on us in connection with our mineral exploration, we and the LLC must allocate financial resources that might
otherwise be spent on further exploration programs. Such costs could also have an adverse affect on our financial condition.
Non-compliance with our Mt. Hope Lease could result in loss of the LLC’s rights to develop the Mt. Hope Project and
may adversely affect our business
The LLC leases the Mt. Hope Project from MHMI under the Mt. Hope Lease. Failure to comply with the terms of
the Mt. Hope Lease (which principally require us to make prescribed payments on or before certain prescribed dates) could
result in loss of the LLC’s rights to develop the Mt. Hope Project. Any loss of rights under the Mt. Hope Lease would have a
material adverse effect on us and our ability to generate revenues.
Our ability to operate our company effectively could be impaired if we lose key personnel or if we are not able to
attract and retain the additional personnel we will need to develop any of our projects, including the Mt. Hope Project
We are a small company with a limited operating history and relatively few employees. The development of any of
our proposed projects, including the Mt. Hope Project, will place substantial demands on us. We depend on the services of
key executives and a small number of personnel, including our Chief Executive Officer, Chief Financial Officer, Vice
President of Engineering and Construction, Corporate Counsel and Vice President of Human Resources, Mt. Hope General
Manager, Controller and Treasurer, and Director of Environmental and Permitting. We will be required to recruit additional
personnel and to train, motivate and manage these new employees. The number of persons skilled in the development and
operation of mining properties is limited and significant competition exists for these individuals. We may not be able to
employ key personnel or to attract and retain qualified personnel in the future. We do not maintain “key person” life
insurance to cover our executive officers. Due to the relatively small size of our company, the loss of any of our key
30
employees or our failure to attract and retain key personnel may delay or otherwise adversely affect the development of the
Mt. Hope Project, which could have a material adverse effect on our business.
We rely on independent contractors and experts and technical and operational service providers over whom we may
have limited control
Because we are a small development stage company, we rely on independent contractors to assist us with technical
assistance and services, contracting and procurement and other matters, including the services of geologists, attorneys,
engineers and others. Our limited control over the activities and business practices of these service providers or any inability
on our part to maintain satisfactory commercial relationships with them may adversely affect our business, results of
operations and financial condition.
Changes to the General Mining Law of 1872 and related Federal legislation that impact unpatented mining claims
could adversely impact the Mt. Hope Project
The Mt. Hope Project is located substantially on unpatented mining claims administered by the BLM. Mining on
unpatented mining claims is conducted pursuant to the General Mining Law of 1872 and amendments thereto. Legislation
for the amendment of the mining laws applicable to mining property has been considered by the United States Congress
which may include imposition of a governmental royalty and new permitting and environmental rules. Amendments to the
mining laws could cause delays, increase the costs and have an adverse effect on the returns anticipated from the Mt. Hope
Project.
Increased costs could affect our ability to become profitable
Costs at any particular mining location frequently are subject to variation due to a number of factors, such as
changing ore grade, changing metallurgy and revisions to mine plans in response to the physical shape and location of the ore
body. In addition, costs are affected by the price of commodities, such as fuel, electricity and labor. Commodity costs are at
times subject to volatile price movements, including increases that could make production at our projects less profitable or
uneconomic.
We anticipate significant capital expenditures over the next several years in connection with the development of the
Mt. Hope Project. In the past several years, costs associated with capital expenditures have escalated on an industry-wide
basis as a result of major factors beyond our control, including the prices of oil, steel and other commodities. Increased costs
for capital expenditures have an adverse effect on the returns anticipated from the Mt. Hope Project. Such cost pressures
have recently subsided, although they could return within the Mt. Hope or Liberty project development horizon.
Shortages of critical parts, equipment and skilled labor may adversely affect our development projects
The industry has been impacted at times by increased worldwide demand for critical resources such as input
commodities, drilling equipment, tires and skilled labor. Shortages may cause unanticipated cost increases and delays in
delivery times, potentially impacting operating costs, capital expenditures and production schedules.
Costs estimates and timing of new projects are uncertain
The capital expenditures and time required to develop new mines or other projects are considerable and changes in
costs or construction schedules can affect project economics. There are a number of factors that can affect costs and
construction schedules, including, among others:
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
31
delays in obtaining environmental or other government permits.
Legislation, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer
Protection Act, may make it difficult for us to retain or attract officers and directors and increase the costs of doing
business which could adversely affect our financial position and results of operations
We may be unable to attract and retain qualified officers, directors and members of board committees required to
provide for our effective management as a result of the recent changes and currently proposed changes in the rules and
regulations which govern publicly-held companies. The Sarbanes-Oxley Act of 2002 has resulted in a series of rules and
regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The Dodd-Frank Wall
Street Reform and Consumer Protection Act, adopted in July 2010, imposes significant additional obligations and disclosure
requirements, as to which SEC rulemaking is ongoing. We are a small company with a limited operating history and no
revenues or profits, which may influence the decisions of potential candidates we may recruit as directors or officers. The
real and perceived increased personal risk associated with these requirements may deter qualified individuals from accepting
these roles. In addition, costs of compliance with such legislation, including several provisions specifically applicable to
companies engaged in mining operations, could have a significant impact on our financial position and results of operations.
Our common stock has a limited public market, which may adversely affect the market price of our shares and make
it difficult for our stockholders to sell their shares
Our shares are currently listed and traded on the NYSE Amex and the TSX Exchanges. We may not be able to meet
the continued listing criteria for either such exchange or an active and liquid trading market may not be maintained for our
common stock. Such a failure may have a material adverse impact on the market price of our shares and a stockholder’s
ability to dispose of our common stock in a timely manner or at all.
We do not anticipate paying cash dividends in the foreseeable future
We do not plan to pay cash dividends on our common stock in the foreseeable future. The payment of future cash
dividends, if any, will be reviewed periodically by our board of directors and will depend upon, among other things,
conditions then existing, including our earnings, financial condition and capital requirements, restrictions in financing
agreements, business opportunities and conditions, and other factors.
Provisions of Delaware law and our charter and bylaws and the existence of our stockholder rights plan may delay or
prevent transactions that would benefit stockholders
Our certificate of incorporation and bylaws and the Delaware General Corporation Law contain provisions that may
have the effect of delaying, deferring or preventing a change of control of the company. These provisions, among other
things:
provide for staggering the terms of directors by dividing the total number of directors into three groups;
authorize our board of directors to set the terms of preferred stock;
restrict our ability to engage in transactions with stockholders with 15% or more of outstanding voting stock;
authorize the calling of special meetings of stockholders only by the board of directors, not by the stockholders;
limit the business transacted at any meeting of stockholders to those purposes specifically stated in the notice of
the meeting; and
prohibit stockholder action by written consent without a meeting and provide that directors may be removed
only at a meeting of stockholders.
In addition, in March 2010, our Board of Directors adopted a stockholder rights plan, commonly known as a “poison
pill,” which is designed to prevent or discourage acquisition of more than 20 percent of our outstanding stock without the
prior approval of our Board. While our Board believes that the rights plan is in the best interests of our stockholders, its
existence could prevent an acquisition of our shares that might be at a premium to the market price and that stockholders
might view as beneficial.
32
Because of these provisions, persons considering unsolicited tender offers or other unilateral takeover proposals may
be more likely to negotiate with our board of directors rather than pursue non-negotiated takeover attempts. As a result, these
provisions may make it more difficult for our stockholders to benefit from transactions that are opposed by an incumbent
board of directors.
Forward-Looking Statements
Certain statements in this document may constitute forward-looking statements, which involve known and unknown
risks, uncertainties and other factors, which may cause actual results, performance or achievements of our company, the Mt.
Hope Project and our other projects, or industry results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. We use the words “may”, “will”, “believe”,
“expect”, “anticipate”, “intend”, “future”, “plan”, “estimate”, “potential” and other similar expressions to identify forward-
looking statements. Forward-looking statements may include, but are not limited to, statements with respect to the following:
our dependence on the success of the Mt. Hope Project;
the ability to obtain all required permits and approvals for the Mt. Hope Project and the Liberty Property;
issues related to the management of the Mt. Hope Project pursuant to the LLC Agreement;
the dependence of additional investments by Hanlong and a loan from a Chinese bank on significant consents,
approvals and conditions precedent which may not be obtained or met;
negotiation of acceptable loan terms with a Chinese bank in connection with the Hanlong transaction;
risks related to the failure of POS-Minerals to make contributions pursuant to the LLC Agreement;
fluctuations in the market price of, and demand for, molybdenum and other metals;
the estimation and realization of mineral reserves and production estimates, if any;
the timing of exploration, development and production activities and estimated future production, if any;
estimates related to costs of production, capital, operating and exploration expenditures;
requirements for additional capital and our ability to obtain additional capital in a timely manner and on
acceptable terms;
our ability to renegotiate, restructure, suspend, cancel or extend payment terms of contracts as necessary or
appropriate in order to conserve cash;
government regulation of mining operations, environmental conditions and risks, reclamation and rehabilitation
expenses;
title disputes or claims;
limitations of insurance coverage; and
the future price of molybdenum, gold, silver or other metals.
These forward-looking statements are based on our current expectations and are subject to a number of risks and
uncertainties, including those identified under “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” Although we believe that the expectations reflected in these forward-looking
statements are reasonable, our actual results could differ materially from those expressed in these forward-looking statements,
and any events anticipated in the forward-looking statements may not actually occur.
33
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 3. LEGAL PROCEEDINGS
The Mt. Hope Project is primarily centered between two water basins: the Kobeh Valley Basin and the Diamond
Valley Basin. Operation of the Mt. Hope Project is expected to require 7,000 gpm of fresh water that will be sourced from
wells located in Kobeh Valley, west of the Mt. Hope Project. The Company has purchased from existing water rights holders
essentially all available water rights in the Kobeh Valley Basin, totaling more than 16,000 acre feet annually. The Company
believes it has sufficient water rights for its planned mining and milling operations.
On March 26, 2009, the Nevada State Engineer approved the Company’s water applications that requested mining
and milling use of 11,300 acre feet annually of water to be drawn from a well field near the Mt. Hope Project. Two appeals
of the ruling were filed with the Seventh Judicial District Court of the State of Nevada challenging the State Engineer’s
decision. On April 21, 2010, the District Court entered an order remanding the matter for another hearing by the State
Engineer. The Court ruled that the Petitioners’ due process rights to a full and fair hearing were violated when the State
Engineer considered and relied upon a version of the Company’s hydrology model that had not been presented to the
Petitioners before the hearing.
In June 2010, the Company filed change applications with the State Engineer’s office requesting permits to
withdraw water at well locations matching those incorporated in the Company’s final hydrology models now approved by the
BLM. The applications previously granted by the State Engineer’s office contained proposed well locations that the
Company no longer intends to utilize based on additional groundwater modelling and exploration. On December 6, 2010, the
Nevada State Engineer began a four-day hearing where protests to the Company's water applications were heard. The
Company currently anticipates a ruling by the State Engineer late in the first quarter or during the second quarter of 2011.
ITEM 4.
[RESERVED]
34
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
On August 16, 2006 our common stock began trading on the American Stock Exchange (“AMEX”) (now the NYSE
Amex) under the symbol “GMO”. On February 14, 2008 our common stock began trading on the TSX, also under the
symbol “GMO”.
The following table sets forth for our common stock closing price as reported on the NYSE Amex.
Quarter
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
High
$3.99
$ 4.30
$ 3.66
$ 7.00
$1.42
$2.98
$3.55
$3.18
Low
$ 2.12
$ 3.08
$ 2.90
$ 3.56
$ 0.64
$1.14
$1.75
$1.92
Year
2010
2009
Holders
As of February 28, 2011, there were approximately 584 holders of record of our common stock.
Dividends
We have never declared or paid dividends on our common stock and we do not anticipate paying any dividends on
our common stock in the foreseeable future. We will pay dividends on our common stock only if and when declared by our
board of directors. Our board’s ability to declare a dividend is subject to limits imposed by Delaware corporate law. In
determining whether to declare dividends, the board will consider these limits, our financial condition, results of operations,
working capital requirements, future prospects and other factors it considers relevant.
Equity Compensation Plans
See Note 7 to the Financial Statements herein for information relating to our equity compensation plans.
Stock Performance Graph
The performance graph covers the period from December 31, 2005 through December 31, 2010. The graph
compares the total return of our common stock (GMO) to the Dow Jones US Mining Index, the AMEX Russell 2000 Index
and selected competitors in our industry, assuming an initial investment of $100.00 (in the case of Moly Mines assumes an
investment of $100.00 on October 27, 2006, their first day of trading).
35
Company
General Moly (GMO)
Thompson Creek Metals (TCM)
Moly Mines (MOL)
Freeport McMoRan (FCX)
Augusta Resources (AZC)
iShares Dow Jones Basic Materials
iShares Russell 2000
$
$
$
31‐Dec‐05 31‐Dec‐06 31‐Dec‐07 31‐Dec‐08 31‐Dec‐09 31‐Dec‐10
563.48
$
2,085.71
140.87
259.26
334.21
135.47
124.79
1,014.78
2,425.71
286.09
210.26
385.09
128.03
116.17
180.87
1,761.43
70.43
169.65
212.28
103.41
98.31
253.91
1,410.00
90.43
109.58
188.60
97.29
118.27
100.00
100.00
‐
100.00
100.00
100.00
100.00
102.61
700.00
23.48
51.73
40.35
62.92
76.50
$
$
36
ITEM 6. SELECTED FINANCIAL DATA
(in millions, except per share data)
For the Years Ended December
31,
Loss from operations
Net loss
2010
(16.6)
(16.7)
2009
(10.5)
(10.5)
2008
(16.1)
(14.4)
2007
(39.0)
(37.7)
2006
(13.2)
(12.3)
Basic and diluted net loss per share
$( 0.22)
$( 0.14)
$(0.21)
$(0.71)
$(0.33)
At December 31,
Total assets
Contingently redeemable
noncontrolling interest
2010
2009
2008
2007
$ 273.2
$ 209.6
$220.9
$110.3
Total stockholders’ equity
$136.4
$104.9
98.8
99.8
100.0
$113.0
—
$102.1
2006
$27.1
—
$26.0
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis of our financial condition and results of operations constitutes management’s
review of the factors that affected our financial and operating performance for the years ended December 31, 2010, 2009 and
2008. This discussion should be read in conjunction with the consolidated financial statements and notes thereto contained
elsewhere in this report.
Overview
We are a development stage company and began the development of the Mt. Hope Project on October 4, 2007.
During the year ended December 31, 2008 we also completed work on a pre-feasibility study of our Liberty Property, which
we plan to update by the end of 2011 using funds received from the exercise of outstanding warrants.
The development of the Mt. Hope Project has a Project Capital Estimate of $1,153.9 million including development
costs of approximately $1,039.3 million (in 2008 dollars) and $114.6 million in cash financial assurance requirements and
pre-payments. These amounts do not include financing costs or amounts necessary to fund operating working capital.
Through the year ended December 31, 2010, we have spent approximately $170.6 million on the Mt. Hope Project.
In 2009, because of declining molybdenum prices and unanticipated delays in the permitting process, we
implemented a cash conservation plan whereby total cash utilization, other than equipment purchases, was reduced to
approximately $1.0 million per month. The worldwide molybdenum price fluctuated between $5.33 per pound in 2003 to
over $40.00 per pound in 2005 and traded in the mid-$30s per pound prior to October 2008, when prices fell from
approximately $33.50 per pound to $7.70 per pound in April 2009 as a result of the global economic collapse. Subsequent to
April 2009, prices slowly rose and finished the year at $12.00 per pound and continued to increase in 2010, finishing the year
at $16.40 per pound, resulting in an average price of $15.81 in 2010. The permitting process for the Mt. Hope Project has
also had an impact on our activities because of delays experienced from extensive regulatory reviews and additional requests
for information on environmental impacts. Nevertheless, the process continues to move toward completion, and our efforts
in this regard have continued full-time.
Once the major operating permits and the ROD from the BLM are effective, and financing is available, it is expected
that Mt. Hope can be constructed and in production within 20 months.
The Company has maintained its orders for grinding, milling, and other specialty long lead equipment. However,
other engineering, administrative and third-party work has been slowed or suspended. We plan to restart procurement and
engineering efforts during 2011 as key milestones in the permitting process are reached. The Company had cash on hand at
year end of $53.6 million as well as $19.1 million in warrant exercise proceeds received in early 2011 to meet its funding
requirements for 2011.
37
Restructuring and Suspension of Project Development
Based on our current cash on hand and our cash conservation plan, the Company expects it will have adequate
liquidity for operations, as modified, through the end of 2011 without accessing new sources of financing. Engineering
efforts, approximately 60% complete, have been largely suspended pending the availability of financing. Some engineering
that is critical for permitting or project restart readiness, has continued at a slower pace. We plan to restart procurement and
engineering efforts during 2011 as key milestones in the permitting process are reached.
The Company issued purchase orders for two types of equipment – milling process equipment and mining
equipment. Most equipment orders for the custom-built grinding and other milling process equipment will be completed by
the manufacturers and stored. The grinding and milling process equipment require the longest lead times and maintaining
these orders is critical to the Company’s ability to rapidly restart the Mt. Hope Project development. The Company has
completed final negotiations with other equipment manufacturers to suspend or terminate fabrication of other milling
equipment and to determine the equipment fabrication costs incurred to date, storage costs, and the expecting timing of
restarting fabrication. As additional financing becomes available and equipment procurement is restarted, agreements that
were suspended or terminated will be renegotiated under the then current market terms and conditions, as necessary.
Based on our current plan, expected timetable, and the results of such negotiations, we expect to make additional
payments towards purchase of this equipment of approximately $2.0 million under milling process equipment orders through
the end of 2011 and $14.0 million in 2012. As additional financing becomes available and equipment procurement is
restarted, agreements that were suspended or terminated will be renegotiated under the then current market terms and
conditions, as necessary.
The drills and loaders for the mine operation have been cancelled, and discussions for the purchase of the electric
shovels are complete and this order was amended and remains in effect. An agreement has been reached with a truck
manufacturer to hold production slots for timely delivery. Once financing is available, the Company anticipates placing
orders for this mining equipment again. The Company will continue to evaluate all options to facilitate a timely re-start of
the project development.
The Mt. Hope LLC Agreement
Effective as of January 1, 2008, we contributed all of our interest in the assets related to the Mt. Hope Project,
including our lease of the Mt. Hope Project into a newly formed entity, Eureka Moly, LLC, a Delaware limited liability
company (“LLC”), and in February 2008 (“Closing Date”) entered into an agreement (“LLC Agreement”) for the
development and operation of the Mt. Hope Project with POS-Minerals Corporation (“POS-Minerals”) an affiliate of
POSCO, a large Korean steel company. Under the LLC Agreement, POS-Minerals owns a 20% interest in the LLC and
General Moly, through a wholly-owned subsidiary, owns an 80% interest. These ownership interests and/or required
contributions under the LLC Agreement can change as discussed below.
Pursuant to the terms of the LLC Agreement, POS-Minerals made its first and second cash contributions to the LLC
totaling $100.0 million during the year ended December 31, 2008 (“Initial Contributions”). Additional amounts will be due
from POS-Minerals within 15 days after the date (“ROD Contribution Date”) that specified conditions (“ROD Contribution
Conditions”) have been satisfied. The ROD Contribution Conditions are the receipt of major operating permits for the
project, that the ROD from the BLM for the Project has become effective, and any administrative or judicial appeals with
respect thereto are final. We are currently targeting the effectiveness of the ROD and the satisfaction of the other ROD
Contribution Conditions to occur six to nine months after publication of the DEIS in the Federal Register, but circumstances
beyond our control, including reviewing agency delays or requests for additional information or studies, and requests for
review or appeals of the BLM decision, could cause the effectiveness of the ROD and/or the satisfaction of the other ROD
Contribution Conditions to be further delayed.
To maintain its 20% interest in the LLC, POS-Minerals will be required to make an additional $56.0 million
contribution plus its 20% share of all Mt. Hope Project costs incurred from the Closing Date to the ROD Contribution Date
within 15 days after the ROD Contribution Date. If POS-Minerals does not make its additional $56.0 million contribution
when due after the ROD Contribution Date, its interest will be reduced to 10%.
In addition, as commercial production at the Mt. Hope Project will not occur by December 31, 2011, the LLC may
be required to return to POS-Minerals $36.0 million of its contributions to the LLC, with no corresponding reduction in POS-
Minerals’ ownership percentage. Based on our current plan and assuming POS-Minerals has made its additional $56.0
million contribution, a payment to POS-Minerals of $36.0 million will be due 20 days after the commencement of
38
commercial production, as defined by the LLC Agreement. If POS-Minerals does not make its additional $56.0 million
contribution when due, no return of contribution is required by us. Our wholly-owned subsidiary and 80% owner of the
LLC, Nevada Moly, LLC (“Nevada Moly”), is obligated under the terms of the LLC Agreement to make capital
contributions to fund the return of contributions to POS-Minerals, if required. If Nevada Moly does not make these capital
contributions, POS-Minerals has an election to either make a secured loan to the LLC to fund the return of contributions, or
receive an additional interest in the LLC of approximately 5%. In the latter case, our interest in the LLC is subject to dilution
by a percentage equal to the ratio of 1.5 times the amount of the unpaid contributions over the aggregate amount of deemed
capital contributions (as determined under the LLC Agreement) of both parties to the LLC (“Dilution Formula”). At
December 31, 2010, the aggregate amount of deemed capital contributions of both parties was $880.0 million.
Furthermore, the LLC Agreement permits POS-Minerals to put its interest in the LLC to Nevada Moly after a
change of control of Nevada Moly or the Company, as defined in the LLC Agreement, followed by a failure to use standard
mining industry practice in connection with development and operation of the Project as contemplated by the parties for a
period of twelve consecutive months. If POS-Minerals puts its interest, Nevada Moly or the transferee or surviving entity
would be required to purchase the interest for 120% of POS-Minerals’ contributions to the LLC plus 10% interest per annum.
The Initial Contributions of $100.0 million that were made by POS-Minerals during 2008 were expended by the
second quarter of 2009 in accordance with the program and budget requirements of the Mt. Hope Project. Nevada Moly is
required, pursuant to the terms of the LLC Agreement, to advance funds required to pay costs for the development of the Mt.
Hope Project that exceed the Initial Contributions until the ROD Contribution Date, at which point the contributions
described above to be made by POS-Minerals will be applied to reimburse us for POS-Minerals’ share of such development
costs. POS-Minerals’ share of such development costs amounted to approximately $34.0 million as of December 31, 2010.
All costs incurred after the ROD Contribution Date will be allocated and funded pro rata based on each party’s ownership
interest. The interest of a party in the LLC that does not make its pro rata capital contributions to fund costs incurred after
the ROD Contribution Date is subject to dilution based on the Dilution Formula.
Securities Purchase Agreement with Hanlong (USA) Mining Investment Inc.
On March 4, 2010, we signed a Securities Purchase Agreement (the “Purchase Agreement”) with Hanlong (USA)
Mining Investment, Inc. (“Hanlong”), an affiliate of Sichuan Hanlong Group, a large privately held Chinese company. The
Purchase Agreement and the related agreements described below form the basis of a significant investment by Hanlong in the
Company that is intended to provide the Company with adequate capital to develop the Mt. Hope Project. The Purchase
Agreement provides for the sale to Hanlong of shares of our common stock in two tranches that will aggregate 25% of our
outstanding stock on a fully diluted basis. The average price per share, based on the anticipated number of shares to be
issued, is $2.89 for an aggregate price of $80.0 million. The share issuance is part of a larger transaction that includes the
commitment by Hanlong to use its commercially reasonable efforts to procure a $665.0 million bank loan for the Company
(the “Term Loan”) from a prime Chinese bank that will be guaranteed by an affiliate of Hanlong, a $20.0 million bridge loan
(the “Bridge Loan”) from Hanlong to the Company, and a long-term molybdenum supply off-take agreement pursuant to
which a Hanlong affiliate will agree to purchase a substantial part of the molybdenum production from the Mt. Hope Project
at specified prices.
The Purchase Agreement
Stock Purchase. The Purchase Agreement provides, subject to terms and conditions of the Purchase Agreement, for
the purchase by Hanlong for an aggregate price of $80.0 million, of approximately 27.6 million shares of our common stock
which will equal 25% of our outstanding common stock on a fully-diluted basis following the purchase, or approximately
38.3% of our outstanding common stock at the time the transaction was announced. Fully diluted is defined as all of our
outstanding common stock plus all outstanding options and warrants, whether or not currently exercisable.
On July 30, 2010, the Company and Hanlong executed an amendment to the Purchase Agreement extending the
deadline for obtaining Chinese government approvals by two months to October 13, 2010, as well as extending the
Company’s deadline for publishing its Draft Environmental Impact Statement (“DEIS”) and receiving its ROD to February
28, 2011 and November 30, 2011, respectively. Hanlong received Chinese government approvals for equity investment from
the National Development and Reform Commission and the Ministry of Commerce (“MOFCOM”) on October 8, 2010 and
October 12, 2010, respectively. Hanlong filed the MOFCOM approval with the State Administration of Foreign Exchange
on October 12, 2010, fulfilling Hanlong’s Chinese government approval obligations.
On October 26, 2010, the Company and Hanlong executed an amendment to the Purchase Agreement setting the
closing of Hanlong’s purchase of the first tranche of equity in the Company on December 20, 2010. The parties agreed that
39
the publication of the Mt. Hope Project’s DEIS was no longer a condition precedent to Hanlong’s first tranche equity
investment. Timely publication of the DEIS does, however, remain a requirement of the entire agreement, and, in
conjunction with this amendment, the required date for DEIS publication has been extended to May 31, 2011 from February
28, 2011.
On December 20, 2010, Hanlong completed the purchase of 12.5% of our fully-diluted shares, or approximately
11.8 million shares (“Tranche 1”) for $40.0 million, or approximately $3.38 per share, following satisfaction of certain
conditions, including receipt of stockholder approval of the equity issuances in connection with the transaction, receipt of
necessary Chinese government approvals for certain portions of the transaction, assurances from Hanlong as to the
availability of the Term Loan, approval of the shares for listing on the NYSE Amex and absence of certain defaults. The
Company’s stock closed at a price of $2.60 per share on the NYSE Amex on the day the agreement was signed.
The second tranche (“Tranche 2”), which is anticipated to involve the purchase of approximately 15.8 million
additional shares, will be for a purchase price of an additional $40.0 million, or approximately $2.53 per share. The actual
number of shares and price per share will be adjusted for any change in the number of fully diluted shares before the closing
of Tranche 2. Significant conditions to the closing of Tranche 2 include issuance of the ROD for the Mt. Hope Project by the
BLM, approval of the plan of operations for the Mt. Hope Project (the “POO”) by the BLM, and the completion of
documentation for and satisfaction of conditions precedent to lending under the Term Loan, described below. The Purchase
Agreement may be terminated by either party (provided the terminating party is not in default) if the closing of Tranche 2 has
not occurred by December 31, 2011, subject to extension under some circumstances to March 31, 2012.
Hanlong will have the right to purchase a portion of any additional shares of common stock that we issue so that it
can maintain its percentage ownership unless its ownership is at the time below 5%. It may also acquire additional shares so
that it maintains a 20% indirect interest in the Mt. Hope Project if our interest in the LLC is reduced below 80%. If we issue
shares to fund our obligation to fund the Mt. Hope Project under certain circumstances, and on or before the date of
commercial production, and Hanlong exercises its rights to maintain its percentage interest, we will be obligated to refund to
Hanlong the cost of such shares over a three-year period up to an aggregate of $9.0 million.
Break Fees. A break fee is payable by both the Company and Hanlong if the Purchase Agreement terminates
because of the failure of certain conditions. A break fee of $10.0 million is payable to the Company if the Purchase
Agreement is terminated because Hanlong fails to obtain necessary Chinese government approvals or to give its assurances
about the availability of the Term Loan. The Company has agreed to pay $5 million to Hanlong if the conditions concerning
our stockholder approval, the publication of the DEIS or the ROD are not timely satisfied or waived and the Purchase
Agreement is terminated. The Company break fees may be increased by $5.0 million if the Purchase Agreement is
terminated and the Company has violated the “no-shop” provisions of the Purchase Agreement. The break fees may also be
increased in other circumstances, not to exceed an additional $3.0 million if the Company requests and Hanlong grants
certain extensions of deadlines concerning the DEIS, and up to an additional $2.0 million if the Company requests and
Hanlong grants certain extensions concerning the ROD. Further to the break fees, the Company must pay a $2.0 million fee
to Hanlong at the granting of an extension concerning the ROD, and such fee will be credited against the arrangement fee
described below. The break fee payable by the Company to Hanlong may be paid in cash, or, in certain circumstances, in
shares of our common stock at our option. If paid in shares, the price would be the volume weighted average of our common
stock on the NYSE Amex for the five days ending six days after the announcement of the termination.
Chinese Bank Loan. Pursuant to the Purchase Agreement, Hanlong is obligated to use its commercially reasonable
efforts to procure the Term Loan in an amount of at least $665.0 million with a term of at least 14 years after commercial
production begins at the Mt. Hope Project. The Term Loan will bear interest at a rate of LIBOR plus a spread of between 2%
and 4% per annum. The Purchase Agreement provides that the Term Loan will have customary covenants and conditions;
however, the terms of the Term Loan have not been negotiated with the lender and we have no assurance as to the final terms
of the Term Loan. Hanlong or an affiliate is obligated to guarantee the Term Loan. When funds can be drawn by the
Company under the Term Loan, the Company will pay a $15.0 million arrangement fee to Hanlong who will pay fees and
expenses associated with the Term Loan before the Term Loan Closing, including those charged by the Chinese bank.
Bridge Loan
Hanlong has also agreed to provide a $20.0 million Bridge Loan to the Company which will be available in two
equal $10.0 million tranches. On April 28, 2010, we drew down the first tranche in the amount of $10.0 million. The second
loan tranche became available five business days after receipt of stockholder approval and is subject to the satisfaction of
customary conditions. The first tranche of the Bridge Loan bears interest at LIBOR plus 2% per annum. The second tranche
of the Bridge Loan will bear interest at 10% per annum and remains undrawn by the Company as of December 31, 2010.
40
The Bridge Loan will be repaid from the proceeds of the Term Loan. If Hanlong agrees, the second tranche may also be
repaid, at the Company’s election, in shares of the Company’s common stock. If paid in shares, the price would be the
volume weighted average of the Company’s shares on the NYSE Amex for a five-day period after public announcement of
the event that required repayment. The Company may offset its right to receive the break fee against its obligations to repay
borrowings under the Bridge Loan. If not sooner repaid, the Bridge Loan will mature on the earliest of 120 days after the
issuance of the ROD, the date on which the Purchase Agreement terminates, or March 31, 2012. The Bridge Loan and our
obligation to pay a break fee to Hanlong under the Purchase Agreement are secured by a pledge by us of a 10% interest in the
LLC.
Stockholder Agreement
In connection with the Tranche 1 closing, Hanlong signed a Stockholder Agreement with the Company that limits
Hanlong’s future acquisitions of our common stock, provides for designation of up to two directors to our Board, and places
some restrictions on Hanlong’s voting and disposition of our shares.
After the Tranche 1 closing, Hanlong became entitled to nominate one director to our Board, which right will
remain in place so long as it maintains at least a 10% fully diluted interest in the Company. Hanlong nominated Hui (Steven)
Xiao to serve on our Board, and he was appointed as a director in February 2011. After the Tranche 2 closing, and so long as
Hanlong retains fully-diluted stock ownership of at least 20%, Hanlong will be entitled to nominate a second director. The
Company has agreed to assure that each Hanlong nominee is included in the Board’s slate of nominees submitted to our
stockholders, subject to the Board’s fiduciary obligations and compliance by the nominee with applicable law and Company
requirements concerning disclosure of information. The Hanlong nominees may also serve on committees for which they are
eligible. Following the Term Loan closing and until its guaranty has expired or otherwise been terminated, Hanlong will
have the right to appoint one representative to the management committee of the LLC.
Hanlong has also agreed not to purchase additional shares, except as permitted by the Purchase Agreement, without
the Company’s prior consent following the Tranche 1 closing, and has agreed that it will not solicit proxies, join a group with
respect to our equity securities, solicit or encourage an offer from another person for the Company, call a meeting of the
Company’s stockholders or make a proposal to the Company’s stockholders, except to the Board. If our Board receives an
offer for the Company, for its assets or a merger that the Board determines is in the best interests of the Company’s
stockholders, Hanlong is required to vote in favor of such a transaction or tender its shares unless it proposes an alternative
transaction that our Board determines is more favorable to our stockholders than the offer received.
Under the Stockholder Agreement, Hanlong may not, without the prior written consent of the Board, transfer
ownership in the securities if the recipient would acquire beneficial ownership of more than 5% of our common stock as of
the date of such transfer. The restrictions on Hanlong’s share ownership, voting, disposition and drag-along rights will
terminate on the earlier of the time that Hanlong owns less than 12% of our Common Stock, the date that commercial
production begins at the Mt. Hope Project, and June 30, 2014.
The equity issuance of the Company’s common stock to Hanlong was subject to stockholder approval and was
voted on and approved in connection with the Company’s annual meeting of stockholders in May 2010.
ArcelorMittal Participation
The Company's November 2007 private placement of 8.257 million shares with ArcelorMittal, the world's largest
steel company, included certain anti-dilution rights. Pursuant to those rights, ArcelorMittal had an option to participate in the
Tranche 1 and Tranche 2 equity issuances. On April 16, 2010, the Company and ArcelorMittal entered into a Consent and
Waiver Agreement (the "Agreement") whereby ArcelorMittal waived its anti-dilution rights with respect to the Company's
proposed issuance of stock under the Hanlong investment. ArcelorMittal will retain anti-dilution rights for future issuances
of Company stock outside of shares sold under the Hanlong investment. According to public filings, on January 25, 2011,
the boards of directors of ArcelorMittal S.A. and APERAM each approved the transfer of the assets comprising
ArcelorMittal’s stainless and specialty steels businesses from its carbon steel and mining businesses to APERAM, a separate
entity incorporated in the Grand Duchy of Luxembourg. This transfer included the off-take agreement the Company had in
place with ArcelorMittal and the shares of the Company’s common stock previously owned by ArcelorMittal.
41
Liquidity, Capital Resources and Capital Requirements
Year Ended December 31, 2010 Compared to Year Ended December 31, 2009
Our total consolidated cash balance at December 31, 2010 was $53.6 million compared to $48.6 million at
December 31, 2009. The increase in our cash balances for the year ended December 31, 2010 was due primarily to proceeds
from the sale of Tranche 1 equity to Hanlong of $40.0 million, $10.0 million advanced under the Bridge Loan, and $3.0
million from the exercise of outstanding warrants offset by development costs incurred of $14.1 million, deposits on property
plant and equipment totaling $25.1 million, and general and administrative costs of $8.8 million. Deposits on property, plant
and equipment relate primarily to scheduled payments for long lead time equipment for the Mt. Hope Project. See “—
Contractual Obligations” below. In addition, we received $19.1 million in early 2011 from the exercise of outstanding
warrants.
Total assets as of December 31, 2010 increased to $273.2 million compared to $209.6 million as of December 31,
2009 primarily as a result of the cash received upon issuance of the Tranche 1 shares to Hanlong and proceeds from the draw
down of the Tranche 1 bridge loan.
As discussed above under “— Permitting and Water Rights Update”, we currently anticipate the effectiveness of the
ROD and the satisfaction of the other ROD Contribution Conditions to occur six to nine months after publication of the DEIS
in the Federal Register, but circumstances beyond our control could cause the effectiveness of the ROD and / or the
satisfaction of the other ROD Contribution Conditions to be delayed.
As discussed above under “— Securities Purchase Agreement with Hanlong (USA) Mining Investment Inc.”, we
have signed a series of agreements with Hanlong that form the basis of a significant investment by Hanlong in the Company
that is intended to provide the Company with adequate capital to develop the Mt. Hope Project. On April 28, 2010, we drew
down the first tranche of the bridge loan from Hanlong in the amount of $10.0 million. On December 20, 2010, Hanlong
completed the purchase of 12.5% of our fully-diluted shares, or approximately 11.8 million shares, for $40.0 million, or
approximately $3.38 per share.
With our cash conservation plan, our non-equipment related cash requirements have declined to approximately $1
million per month. Based on our current plan and expected timetable, we expect to make additional payments of
approximately $2.0 million under milling process equipment orders through the end of 2011 and $14.0 million in 2012. As
additional financing becomes available and equipment procurement is restarted, agreements that were suspended or
terminated will be renegotiated under current market terms and conditions, as necessary. We paid $0.6 million in advance
royalties in early 2011 as a result of the exercise of outstanding warrants. Based on our Project Capital Estimate we estimate
that $17.9 million remains unpaid related to the Construction Royalty Advance. Based on the current estimate of raising
capital and developing and operating the mine, we believe that 50%, or $9.0 million, of the LLC’s remaining Construction
Royalty Advance will be paid on October 19, 2011. The remaining 50% must be paid on or before October 19, 2012.
Accordingly, based on our current cash on hand and our cash conservation plan, the Company expects it will have adequate
liquidity for operations through the year ended December 31, 2011 without accessing new sources of financing.
Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
Our cash balance at December 31, 2009 was $48.6 million compared to $92.4 million at December 31, 2008. The
decrease in our cash balances for the year ended December 31, 2009 was due primarily to development costs incurred of
$20.9 million, deposits on property plant and equipment totaling $11.5 million, and general and administrative costs of $9.7
million. Deposits on property, plant and equipment relate primarily to scheduled payments for long lead time equipment for
the Mt. Hope Project.
Total assets as of December 31, 2009 decreased to $209.6 million compared to $220.9 million as of December 31,
2008 primarily as a result the cash portion of the net loss for the year.
Results of Operations
Year Ended December 31, 2010 Compared to Year Ended December 31, 2009
For the year ended December 31, 2010 we had a consolidated net loss of $16.7 million compared with a net loss of
$10.5 million in the same period for 2009.
42
For the year ended December 31, 2010 and 2009, exploration and evaluation expenses were $0.6 million and $0.8
million, respectively. For the year ended December 31, 2010, the Liberty Property remained on a care and maintenance
status, and, accordingly, the resulting exploration and evaluation expenses are considerably lower for the year.
For the year ended December 31, 2010 and 2009, general and administrative expenses were $10.9 million and $9.7
million, respectively. For the year ended December 31, 2010 general and administrative costs were significantly higher than
in 2009 as a greater amount of equity compensation was incurred as a result of the impact of increasing share prices on equity
compensation plans and additional awards granted.
For the year ended December 31, 2010, writedowns of development and deposits was $5.0 million as a result of the
Company’s relinquishment of a land lease held by the LLC in Eureka County, Nevada. The LLC had invested $5.0 million
in preliminary development costs for the property covered by the lease. As a result of the relinquishment, these costs were
written off by the Company.
Interest income was nil for the years ended December 31, 2010 and 2009 as a result of low interest rates and cash
balances in both years. Interest expense was $0.2 million and nil for the years ended December 31, 2010 and 2009 as a result
of interest accrued on the bridge loan outstanding during 2010.
Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
For the year ended December 31, 2009 we had a net loss of $10.5 million compared with a net loss of $14.4 million
in the same period for 2008.
For the year ended December 31, 2009 and 2008, exploration and evaluation expenses were $0.8 million and $5.7
million, respectively. For the year ended December 31, 2008 we incurred exploration and evaluation costs on the Liberty
Property as we completed a pre-feasibility study on the Liberty Property in April 2008. For the year ended December 31,
2009 the Liberty Property was on a care and maintenance status, and, accordingly, the resulting exploration and evaluation
expenses are considerably lower for the year.
For the year ended December 31, 2009 and 2008, general and administrative expenses were $9.7 million and $10.4
million, respectively. For the year ended December 31, 2009 restructuring costs resulting from the implementation of our
cash conservation plan are included in general and administrative expenses. In March 2009 we incurred costs related to
employee termination benefits totaling $0.8 million.
We also incurred approximately $0.7 million in equipment contract cancellation costs for the year ended December
31, 2009. Such costs were a combination of deposits forfeited and costs to cancel contracts.
Interest income was nil for the year ended December 31, 2009 compared with $1.7 million in 2008 as a result of
substantially lower interest rates and lower cash balances in 2009 compared with the corresponding periods in 2008.
Off-Balance Sheet Arrangements
None.
Contractual Obligations
Our contractual obligations as of December 31, 2010 were as follows:
Payments due by period
(in millions)
Contractual obligations
Total
2011
2012 - 2014
2015 - 2016
2017 & Beyond
Long-Term Debt (Capital
Lease) Obligations
Operating Lease Obligations
Equipment Purchase
$0.2
0.5
16.0
$0.1
0.2
14.0
$—
—
—
$—
—
—
$0.1
0.3
2.0
43
Contracts
Advance Royalties and
Deferral Fees
Provision for post closure
reclamation and remediation
Total
18.5
0.6
$35.8
9.5
—
9.0
—
$11.9
$23.3
—
—
$—
—
0.6
$0.6
At December 31, 2010, we have a contract to purchase two electric shovels that is cancellable and has no firm
schedule of payments. We also have a non-binding letter of agreement on 24 haul trucks that establishes our priority for
delivery. Both agreements provide for the then current pricing using market indices upon initiation of an order. We have
active orders with varying stages of fabrication on milling process equipment comprised of two 230kV primary transformers
and substation, a primary crusher, a semi-autogenous mill, two ball mills, and various motors for the mills. We have
suspended fabrication on 16 flotation cells, lime slaking equipment, hydrocyclones, and other smaller milling process
equipment with the ability to re-initiate fabrication at any time. We have completed negotiations with the manufacturer of
two multi-hearth molybdenum roasters to terminate its fabrication of this equipment and receive finished goods of the
partially completed order. We plan to re-establish a new purchase order with this manufacturer as financing becomes
available and equipment procurement is restarted under then current market terms and conditions.
The following table sets forth the LLC’s remaining cash commitments under purchase contracts at December 31,
2010, resulting from the re-negotiation and cancelation of certain Purchase Contracts as discussed above (in millions).
Cash Commitments
Under Equipment
Purchase Contracts as
of December 31, 2010
$1.0
0.7
0.3
—
2.0
14.0
—
—
$ 16.0
Period
1st Quarter 2011
2nd Quarter 2011
3rd Quarter 2011
4th Quarter 2011
Total 2011
2012
2013
2014
Total
Cash commitments under purchase contracts consist of $16.0 million under milling process equipment orders.
Based on our current plan, we expect to make additional payments of approximately $2.0 million under these milling process
equipment orders through the end of 2011, and $14.0 million in 2012. As financing becomes available and equipment
procurement is restarted, agreements that were suspended or terminated will be renegotiated under the then current market
terms and conditions, as necessary.
If the Company does not make payments required under the purchase contracts, it could be subject to claims for
breach of contract or to cancellation of the purchase contract. In addition, we may proceed to selectively suspend, cancel or
attempt to renegotiate additional purchase contracts if we are forced to further conserve cash. See “– Liquidity and Capital
Resources” above. If we cancel or breach any contracts, we will take all appropriate action to minimize any losses, but could
be subject to claims or penalties under the contracts or applicable law. The cancellation of certain key contracts would cause
a delay in the commencement of operations, have ramifications under the LLC Agreement with POS-Minerals and would add
to the cost to develop our interest in the Mt. Hope Project.
44
Estimates
Critical Accounting Policies and Estimates
The process of preparing financial statements in conformity with U.S. GAAP requires the use of estimates and
assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ
from estimated amounts.
Provision for Taxes
Income taxes are provided based upon the liability method of accounting. Under this approach, deferred income
taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities
and their financial reporting amounts at each year-end. In accordance with authoritative guidance for Income Taxes, a
valuation allowance is recorded against the deferred tax asset if management does not believe the Company has met the
“more likely than not” standard to allow recognition of such an asset.
Property, Plant and Equipment
The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that
the related carrying amount may not be recoverable. If the sum of estimated future net cash flows on an undiscounted basis
is less than the carrying amount of the related asset grouping, asset impairment is considered to exist. The related impairment
loss is measured by comparing estimated future net cash flows on a discounted basis to the carrying amount of the asset.
Changes in significant assumptions underlying future cash flow estimates may have a material effect on the Company’s
financial position and results of operations. To date no such impairments have been identified. Property and equipment are
being depreciated over useful lives of three to seven years using straight-line depreciation.
Stock-Based Compensation
We account for stock-based compensation in accordance with authoritative guidance for Share-Based Payments.
Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date
based on the value of the award and is recognized as expense over the vesting period. Determining the fair value of share-
based awards at the grant date requires judgment, including estimating expected dividends and estimating the amount of
share-based awards that are expected to be forfeited. If actual results differ significantly from these estimates, stock-based
compensation expense and our results of operations could be materially impacted.
Contingently Redeemable Noncontrolling Interest
On January 1, 2009, we adopted Financial Accounting Standards Board (“FASB”) issued authoritative guidance
related to Noncontrolling Interests in Consolidated Financial Statements, the provisions of which, among others, require the
recognition of a noncontrolling interest (previously referred to as minority interest), as a component of equity in the
consolidated financial statements and separate from the parent’s equity for all periods presented. In addition, the amount of
net income or loss attributable to the noncontrolling interest is included in net income or loss on the face of the consolidated
statement of operations. Under GAAP, certain noncontrolling interests in consolidated entities meet the definition of
mandatorily redeemable financial instruments if the ability to redeem the interest is outside of the control of the consolidating
entity. As described in Note 1, the LLC Agreement permits POS-Minerals the option to put its interest in the LLC to Nevada
Moly upon a change of control, as defined in the LLC Agreement, followed by (i) failure to begin full construction at the
LLC by the Company or the surviving entity before December 31, 2010, or (ii) failure to use standard mining industry
practice in connection with development and operation of the project as contemplated by the parties for a period of twelve
months after December 31, 2010. As such, the contingently redeemable noncontrolling interest has continued to be shown as
a separate caption between liabilities and equity (mezzanine section). The carrying value of the contingently redeemable
noncontrolling interest of POS-Minerals reflects the investment of the noncontrolling interest, less losses attributable to the
interest.
45
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Price Risk
We are a development stage company in the business of the exploration, development and mining of properties
primarily containing molybdenum. As a result, upon commencement of production, our financial performance could be
materially affected by fluctuations in the market price of molybdenum and other metals we may mine. The market prices of
metals can fluctuate widely due to a number of factors. These factors include fluctuations with respect to the rate of inflation,
the exchange rates of the U.S. dollar and other currencies, interest rates, global or regional political and economic conditions,
banking environment, global and regional demand, production costs, and investor sentiment.
In order to better manage commodity price risk and to seek to reduce the negative impact of fluctuations in prices,
we will seek to enter into long term supply contracts. On December 28, 2007, we entered into a molybdenum supply
agreement with ArcelorMittal that provides for ArcelorMittal to purchase 6.5 million pounds of molybdenum per year, plus
or minus 10%, once the Mt. Hope Project commences commercial operations at minimum specified levels. The supply
agreement provides for a floor price along with a discount for spot prices above the floor price and expires five years after the
commencement of commercial production at the Mt. Hope Project. Both the floor and threshold levels at which the
percentage discounts change are indexed to a producer price index. On April 16, 2010, ArcelorMittal and the Company
entered into an extension molybdenum supply agreement, providing ArcelorMittal with a five-year option to make effective
an agreement to purchase from the Company 3.0 million pounds of molybdenum per year for 10 years following the
expiration of the initial supply agreement. The additional optional off-take will be priced in alignment with the Company’s
existing supply agreements. In order for ArcelorMittal to exercise this option and make the extension agreement effective,
ArcelorMittal must have beneficial ownership of more than 11.1 million shares of Company common stock on or prior to
April 15, 2015. According to public filings, on January 25, 2011, the boards of directors of ArcelorMittal S.A. and
APERAM each approved the transfer of the assets comprising ArcelorMittal’s stainless and specialty steels businesses from
its carbon steel and mining businesses to APERAM, a separate entity incorporated in the Grand Duchy of Luxembourg. This
transfer included the off-take agreement the Company had in place with ArcelorMittal and the shares of the Company’s
common stock previously owned by ArcelorMittal.
Additionally, on May 14, 2008, we entered into a molybdenum supply agreement with SeAH Besteel Corporation
(“SeAH Besteel”), Korea’s largest manufacturer of specialty steels, which provides for SeAH Besteel to purchase 4.0 million
pounds of molybdenum per year, plus or minus 10%, once the Mt. Hope Project commences commercial operations at
minimum specified levels. Like the ArcelorMittal supply agreement, the supply agreement with SeAH Besteel provides for a
floor price along with staged discounts for spot prices above the floor price and expires five years from the date of first
supply under the agreement. Both the floor and threshold levels at which the percentage discounts change are indexed to a
producer price index.
On August 8, 2008, the Company entered into a molybdenum supply agreement (“Sojitz Agreement”) with Sojitz
Corporation. The Sojitz Agreement provides for the supply of 5.0 million pounds per year of molybdenum for five years,
beginning once the Mt. Hope Project reaches certain minimum commercial production levels. One million annual pounds
sold under the Sojitz Agreement will be subject to a per-pound molybdenum floor price and is offset by a flat discount to spot
moly prices above the floor. The remaining 4.0 million annual pounds sold under the Sojitz Agreement will be sold with
reference to spot moly prices without regard to a floor price. The Sojitz Agreement includes a provision for cancellation in
the event that supply from the Mt. Hope Project has not begun by January 1, 2013.
On March 4, 2010, the Company entered into a molybdenum supply agreement (“Hanlong Agreement”) with
Hanlong. The Hanlong Agreement requires Hanlong to purchase all the Company’s share of the Mt. Hope molybdenum
production above that necessary for the Company to meet its existing supply commitments until the expiration of those
commitments. After the expiration of the existing supply agreements, until the original schedule maturity date of the Term
Loan, or if the Company elects not to enter into the Term Loan, 14 years after commencement of commercial production,
Hanlong must annually purchase the greater of 16 million pounds or 70% of the Company’s share of Mt. Hope production.
Following the original scheduled maturity date of the Term Loan, or if the Company elects not to enter into the Term Loan,
14 years after commencement of commercial production from the Mt. Hope Mine, Hanlong must purchase a percentage of
the Company’s share of Mt. Hope production equal to 2.5 times Hanlong’s fully diluted percentage ownership of our
common stock. Subject to certain exceptions, the Hanlong Agreement will terminate once Hanlong’s fully-diluted ownership
percentage falls below 5%. As long as Hanlong continues to guarantee the Term Loan, the Hanlong Agreement will not
terminate even if Hanlong’s ownership falls below 5%. If the cause of Hanlong’s ownership falling below 5% is a change of
control of the Company or a dilutive transaction in which Hanlong does not have the right to participate, the Hanlong
Agreement will not terminate and Hanlong will be obligated to continue to purchase a percentage of the Company’s share of
46
Mt. Hope production equal to 2.5 times Hanlong’s fully-diluted percentage ownership of the Company as it existed
immediately prior to such change of control or dilutive transaction. If the Company elects not to enter into the Term Loan,
and the second loan tranche does not close, Hanlong’s obligation to purchase the Company’s share of Mt. Hope production in
each of the periods described above will be half of the obligations described above. Twenty-five percent of the production
Hanlong receives will be sold at a floor price per pound subject to adjustment similar to the ArcelorMittal and SeAH
Agreements above. The remaining 75% of the production Hanlong receives will be sold with reference to spot moly prices
less a small discount.
All four long term supply agreements provide for supply only after commercial production levels are achieved, and
no provisions require the Company to deliver product or make any payments if commercial production is never achieved, or
declines in later periods and have floor prices ranging from $13.50 to $14.25 per pound and incremental discounts above the
floor price. The agreements require that monthly shortfalls be made up only if the Company’s portion of Mt. Hope
production is available for delivery, after POS-Minerals has taken its share. In no event do these requirements to make up
monthly shortfalls become obligations of the Company if production does not meet targeted levels.
Furthermore, each of the agreements have take-or-pay provisions that require the buyers to either take delivery of
product made available by the Company, or to pay as though they had taken delivery pursuant to the term of the agreements.
While we have not used derivative financial instruments in the past, we may elect to enter into derivative financial
instruments to manage commodity price risk. We have not entered into any market risk sensitive instruments for trading or
speculative purposes and do not expect to enter into derivative or other financial instruments for trading or speculative
purposes.
Interest Rate Risk
As of December 31, 2010, we had a balance of cash and cash equivalents of $53.6 million. Interest rates on short
term, highly liquid investments have not changed materially since December 31, 2009 and continue to be 1% or less on an
annualized basis. Our debt agreements have interest rates which are tied to the London Interbank Offered Rate (“LIBOR”)
plus a percentage. Any significant rise in the LIBOR rate during the course of our debt agreements may affect our ability to
service the debt.
47
ITEM 8. FINANCIAL STATEMENTS
GENERAL MOLY, INC.
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
CONTENTS
Report of Independent Registered Public Accounting Firm. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements:
Consolidated Balance Sheets as of December 31, 2010 and December 31, 2009. . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for the twelve months ended December 31, 2010,
December 31, 2009 and December 31, 2008 and for the period from inception of Exploration
Stage until December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the twelve months ended December 31, 2010,
December 31, 2009 and December 31, 2008 and for the period from inception of Exploration
Stage until December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Equity as of December 31, 2010, December 31, 2009, December 31,
2008, December 31, 2007, and January 1, 2002 (inception of Exploration Stage) . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
50
51
52
54
56
48
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of General Moly, Inc.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations,
cash flows and equity present fairly, in all material respects, the financial position of General Moly, Inc. and its subsidiaries
(a development stage company) at December 31, 2010 and 2009, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 2010 and, cumulatively, for the period from January 1, 2002 (date
of inception) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of
America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2010, based on criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible
for these consolidated financial statements, for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in Item 9: Report of Management on
internal control over financial reporting. Our responsibility is to express opinions on these consolidated financial statements
and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are
free of material misstatement and whether effective internal control over financial reporting was maintained in all material
respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/PricewaterhouseCoopers LLP
Denver, Colorado
March 2, 2011
49
GENERAL MOLY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value amounts)
ASSETS:
CURRENT ASSETS
Cash and cash equivalents
Deposits, prepaid expenses and other current assets
Total Current Assets
Mining properties, land and water rights
Deposits on project property, plant and equipment
Restricted cash held for electricity transmission
Restricted cash held for reclamation bonds
Non-mining property and equipment, net
Debt issuance costs
Other assets
TOTAL ASSETS
LIABILITIES, CONTINGENTLY REDEEMABLE
NONCONTROLLING INTEREST AND EQUITY:
CURRENT LIABILITIES
Accounts payable and accrued liabilities
Accrued advance royalties
Current portion of long term debt
Total Current Liabilities
Provision for post closure reclamation and remediation costs
Deferred gain
Other liabilities
Long term debt, net of current portion
Total Liabilities
COMMITMENTS AND CONTINGENCIES – NOTE 10
As of
December 31,
2010
As of
December 31,
2009
$
$
$
148
53,719
133,093
68,363
12,005
1,133
1,045
887
2,994
53,571 $ 48,614
179
48,793
101,190
42,648
12,286
1,133
553
—
2,994
273,239 $ 209,597
4,138 $
9,500
194
13,832
571
215
12,950
10,481
38,049
—
3,799
163
3,962
586
100
—
268
4,916
—
CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST
98,753
99,761
EQUITY
Common stock, $0.001 par value; 200,000,000 shares authorized, 85,353,473
and 72,437,538 shares issued and outstanding, respectively
Additional paid-in capital
Accumulated deficit before exploration stage
Accumulated deficit during exploration and development stage
Total Equity
TOTAL LIABILITIES, CONTINGENTLY REDEEMABLE
NONCONTROLLING INTEREST AND EQUITY
85
234,517
(213)
(97,952)
136,437
72
187,290
(213)
(82,229)
104,920
$273,239
$209,597
The accompanying notes are an integral part of these consolidated financial statements.
50
GENERAL MOLY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Years Ended
December 31,
2010
December 31,
2009
December 31,
2008
$
—
$
—
$
—
January 1, 2002
(Inception of
Exploration Stage)
to
December 31,
2010
$
—
623
5,038
10,919
16,580
806
—
9,703
10,509
5,670
—
10,436
16,106
38,133
5,038
59,905
103,076
REVENUES
OPERATING EXPENSES:
Exploration and evaluation
Writedowns of development and deposits
General and administrative expense
TOTAL OPERATING EXPENSES
LOSS FROM OPERATIONS
(16,580)
(10,509)
(16,106 )
(103,076)
OTHER INCOME/(EXPENSE):
Interest and dividend income
Interest expense
TOTAL OTHER
INCOME/(EXPENSE), NET
13
(164)
(151)
31
—
31
1,692
—
1,692
LOSS BEFORE INCOME TAXES
(16,731)
(10,478)
(14,414 )
Income Taxes
—
—
—
4,041
(164)
3,877
(99,199)
—
CONSOLIDATED NET LOSS
Less: Net loss attributable to
contingently redeemable
noncontrolling interest
NET LOSS ATTRIBUTABLE TO GENERAL
MOLY, INC.
Basic and diluted net loss
attributable to General Moly
per share of common stock
Weighted average number of
shares outstanding— basic and
diluted
$
(16,731)
$
(10,478)
$
(14,414 )
$ (99,199)
1,008
239
—
1,247
$
(15,723)
$
(10,239)
$
(14,414 )
$ (97,952)
$
(0.22)
$
(0.14)
$
(0.21 )
72,987
72,226
70,216
The accompanying notes are an integral part of these consolidated financial statements.
51
GENERAL MOLY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Years Ended
December 31,
2010
December 31,
2009
December 31,
2008
January 1, 2002
(Inception of
Exploration Stage)
to
December 31,
2010
$
(16,731)
$
(10,478)
$ (14,414 )
$
(99,199)
—
965
5,038
335
164
1,641
31
281
—
—
378
344
—
1,474
147
259
—
—
—
295
—
2,457
168
(12,545)
93
(3,305)
(764)
(15)
(8,198)
(145)
(11,326)
219
(24,584 )
(124)
—
(14,074)
(25,058)
115
—
(100)
—
(20,879)
(11,527)
100
—
(481 )
—
(47,389 )
(31,009 )
—
(356 )
1,990
965
5,416
1,232
164
15,099
(56)
(12,005)
3,458
362
(82,574)
(1,548)
(137)
(108,707)
(68,084)
215
(642)
—
(39, 141)
—
(32,406)
—
(79,235 )
246
(178,657)
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss
Adjustments to reconcile net loss to net cash
used by operating activities:
Services and expenses paid with common
stock
Repricing of warrants
Writedowns of development and deposits
Depreciation and amortization
Interest expense
Equity compensation for employees and
directors
Decrease (increase) in deposits, prepaid
expenses and other
Decrease (increase) in restricted cash held
for electricity transmission
Increase (decrease) in accounts payable and
accrued liabilities
(Decrease) increase in post closure
reclamation and remediation costs
Net cash used by operating activities .
CASH FLOWS FROM INVESTING
ACTIVITIES:
Payments for the purchase of equipment
Purchase of securities
Purchase and development of mining
properties, land and water rights
Deposits on property, plant and equipment
Proceeds from option to purchase
agreement
Increase in restricted cash held for
reclamation bonds
Cash provided by sale of marketable
securities
Net cash used by investing activities
52
GENERAL MOLY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Years Ended
December 31,
2010
December 31,
2009
December 31,
2008
January 1, 2002
(Inception of
Exploration Stage)
to
December 31,
2010
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of stock, net of
issuance costs
Proceeds from debt
Cash proceeds from POS-Minerals
Corporation
Cash paid to POS-Minerals Corporation for
purchase price adjustment
Decrease (increase) in restricted cash –
Eureka Moly, LLC
Net increase in leased assets
(Increase) in debt issuance costs
Net cash provided by financing activities:
Net increase (decrease) in cash and cash
equivalents
Cash and cash equivalents, beginning of
period
Cash and cash equivalents, end of period
$
NON-CASH INVESTING AND FINANCING
ACTIVITIES:
Equity compensation capitalized as
development
Restricted cash held for reclamation bond
acquired in an acquisition
Post closure reclamation and remediation
costs and accounts payable assumed in an
acquisition
Common stock and warrants issued for
property and equipment
Accrued portion of deposits on property,
plant and equipment
Accrued portion of advance royalties
Accrued portion of payments to the
Agricultural Sustainability Trust
43,103
10,000
—
—
—
80
(887)
52,296
99
—
—
—
13,915
—
—
13,884
20,575
—
100,000
(2,994)
(13,915)
—
—
103,910
208,307
10,000
100,000
(2,994)
—
330
(887)
314,756
4,957
(29,848)
91
48,614
53,571
78,462
48,614
$
78,371
$ 78,462
53,525
46
53,571
$
$1,121
$950
$ 2,325
—
—
—
657
18,450
4,000
—
—
—
—
—
—
—
—
—
—
—
—
$6,200
491
263
1,586
657
18,450
4,000
The accompanying notes are an integral part of these consolidated financial statements
53
GENERAL MOLY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except number of shares and per share amounts)
Balance, January 1, 2002
Issuance of Common Stock
For directors’ fees
For cash at $8.50 per share
Purchase options for
management and administrative
fees
For services, administration,
mineral rights, water rights and
expenses at between $0.11 and
$6.15 per share
For exercise of warrants for cash
Issuance of Units of Common Stock
and Warrants:
For expenses and property at
between $0.40 and $1.46 per
unit
For cash at between $0.15 and
$3.40 per unit
Units and warrants for finders
fee
Cost of offerings including cash
costs of $3,783
Stock Options:
Exercised between $0.11 and
$2.74 per share
Cashless exercise of stock
options
Issued pursuant to stock awards
Returned due to pricing errors on
stock option exercise
Stock based compensation
Stock Warrants:
Issued for services at $1.07 per
warrant
Exercised between $0.40 and
$3.75 per share
Cashless exercise of warrants
Unrealized Losses on
marketable securities
Additional paid in capital from
shareholder
Net loss for the years ended
December 31, 2002 through 2007
Balances, December 31, 2007
Common
Shares
3,140,469
Amount
$4
460,000
8,256,699
—
1,127,379
435,000
—
8
—
—
—
Additional
Paid-In Capital
$442
79
70,174
11
1,739
348
1,400,000
2 1,635
34,404,365
34 62,360
170,550
— 2,042
—
—
(5,815)
3,039,463
1,369,851
415,000
(38,998)
—
—
10,099,744
1,851,862
—
—
—
66,131,384
1,286
(2)
32
—
11,150
80
13,770
(2)
—
499
—
159,828
3
2
1
—
—
—
10
2
—
—
—
66
54
Accumulated
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
$(2 )
$(213)
Total
$231
79
70,182
11
1,739
348
1,637
62,394
2,042
(5,815)
—
—
—
—
—
—
—
—
—
—
1,289
—
—
—
—
—
—
—
—
—
—
33
—
11,150
80
13,780
—
2
499
(57,576)
(57,789)
(57,576)
102,105
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2
—
—
—
GENERAL MOLY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except number of shares and per share amounts)
Common
Shares
Amount
Additional
Paid-In Capital
Accumulated
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Stock Warrants:
Exercised between $0.80 and
$5.20 per share
Cashless exercise of warrants
4,437,523
126,596
Stock Options:
Exercised between $0.11 and
$6.93 per share
Cashless exercise of stock
options
Issued pursuant to stock
awards
Stock based compensation
Net loss for the year ended
December 31, 2008
Balances, December 31, 2008
Issuance of Units of Common Stock :
Issued pursuant to stock awards
Stock Options:
Exercised between $0.44 and
$2.10 per share
Stock based compensation
Net loss for the year ended
December 31, 2009
Balances, December 31, 2009
Stock Warrants:
Exercised at $3.75 per share
Cashless Exercise of Warrants
Repricing of warrants
Stock Options:
Exercised at $2.80 per share
Cashless exercise of options
Stock based compensation
Issuance of Units of Common Stock :
462,000
278,796
416,347
—
—
71,852,646
484,892
100,000
—
—
72,437,538
812,500
59,770
—
20,000
24,074
—
Issued for cash at $3.38 per share 11,843,341
Issued pursuant to stock awards
156,250
Net loss for the year ended
December 31, 2010
Balances, December 31, 2010
—
85,353,473
4
—
1
—
1
—
—
72
—
—
—
—
72
1
—
—
—
—
—
12
—
—
$85
20,256
—
383
—
(70 )
4,782
—
185,179
—
100
2,011
—
187,290
3,046
—
965
57
—
2,723
39,988
448
—
$234,517
Total
20,260
—
384
—
(69)
4,782
—
—
—
—
—
—
(14,414)
(72,203)
(14,414)
113,048
—
—
—
—
100
2,011
(10,239)
(82,442)
(10,239)
104,920
—
—
—
—
—
—
—
—
3,047
—
965
57
—
2,723
40,000
448
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$—
(15,723)
(15,723)
$(98,165) $(136,437)
The accompanying notes are an integral part of these consolidated financial statements.
55
GENERAL MOLY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — DESCRIPTION OF BUSINESS
General Moly, Inc. (“we”, “us”, “our”, “the Company”, or “General Moly”) is a Delaware corporation originally
incorporated as General Mines Corporation on November 23, 1925. In 1966, the Company amended its articles of
incorporation to change its name to Idaho General Petroleum and Mines Corporation, and amended its articles again in 1967
changing its name to Idaho General Mines, Inc. On October 5, 2007, we reincorporated in the State of Delaware
(“Reincorporation”) through a merger involving Idaho General Mines, Inc. and General Moly, Inc., a Delaware corporation
that was a wholly owned subsidiary of Idaho General Mines, Inc. The Reincorporation was effected by merging Idaho
General Mines, Inc. with and into General Moly, with General Moly being the surviving entity. For purposes of the
Company’s reporting status with the Securities and Exchange Commission, General Moly is deemed a successor to Idaho
General Mines, Inc.
We were in the exploration stage until October 4, 2007 when our Board of Directors (“Board”) approved the
development of the Mt. Hope molybdenum property (“Mt. Hope Project”) in Eureka County, Nevada. The Company is now
in the development stage and is currently proceeding with the development of the Mt. Hope Project. We are also conducting
exploration and evaluation activities on our Liberty molybdenum property (“Liberty Property” formerly referred to as the
Hall-Tonopah Property) in Nye County, Nevada.
The Mt. Hope LLC. From October 2005 to January 2008, we owned the rights to 100% of the Mt. Hope Project.
Effective as of January 1, 2008, we contributed all of our interest in the assets related to the Mt. Hope Project, including our
lease of the Mt. Hope Project into a newly formed entity, Eureka Moly, LLC, a Delaware limited liability company (“LLC”),
and in February 2008 (“Closing Date”) entered into an agreement (“LLC Agreement”) for the development and operation of
the Mt. Hope Project with POS-Minerals Corporation (“POS-Minerals”) an affiliate of POSCO, a large Korean steel
company. Under the LLC Agreement, POS-Minerals owns a 20% interest in the LLC and General Moly, through a wholly-
owned subsidiary, owns an 80% interest. These ownership interests and/or required contributions under the LLC Agreement
can change as discussed below.
Pursuant to the terms of the LLC Agreement, POS-Minerals made its first and second cash contributions to the LLC
totaling $100.0 million during the year ended December 31, 2008 (“Initial Contributions”). Additional amounts will be due
from POS-Minerals within 15 days after the date (“ROD Contribution Date”) that specified conditions (“ROD Contribution
Conditions”) have been satisfied. The ROD Contribution Conditions are the receipt of major operating permits for the
project, that the ROD from the BLM for the Project has become effective, and any administrative or judicial appeals with
respect thereto are final. We are currently targeting the effectiveness of the ROD and the satisfaction of the other ROD
Contribution Conditions to occur six to nine months after publication of the DEIS in the Federal Register, but circumstances
beyond our control, including reviewing agency delays or requests for additional information or studies, and requests for
review or appeals of the BLM decision, could cause the effectiveness of the ROD and/or the satisfaction of the other ROD
Contribution Conditions to be delayed.
To maintain its 20% interest in the LLC, POS-Minerals will be required to make an additional $56.0 million
contribution plus its 20% share of all Mt. Hope Project costs incurred from the Closing Date to the ROD Contribution Date
within 15 days after the ROD Contribution Date. If POS-Minerals does not make its additional $56.0 million contribution
when due after the ROD Contribution Date, its interest will be reduced to 10%.
In addition, if commercial production at the Mt. Hope Project is not achieved by December 31, 2011 for reasons
other than a force majeure event, the LLC may be required to return to POS-Minerals $36.0 million of its contributions to the
LLC, with no corresponding reduction in POS-Minerals’ ownership percentage. Based on our current plan and assuming
POS-Minerals has made its additional $56.0 million contribution, a payment to POS-Minerals of $36.0 million will be due 20
days after the commencement of commercial production, as defined in the LLC Agreement. If POS-Minerals does not make
its additional $56.0 million contribution when due, no return of contributions is required by us. Our wholly-owned
subsidiary and 80% owner of the LLC, Nevada Moly, LLC (“Nevada Moly”), is obligated under the terms of the LLC
Agreement to make capital contributions to fund the return of contributions to POS-Minerals, if required. If Nevada Moly
does not make these capital contributions, POS-Minerals has an election to either make a secured loan to the LLC to fund the
return of contributions, or receive an additional interest in the LLC of approximately 5%. In the latter case, our interest in the
LLC is subject to dilution by a percentage equal to the ratio of 1.5 times the amount of the unpaid contributions over the
56
aggregate amount of deemed capital contributions (as determined under the LLC Agreement) of both parties to the LLC
(“Dilution Formula”). At December 31, 2010, the aggregate amount of deemed capital contributions of both parties was
$880.0 million.
Furthermore, the LLC Agreement permits POS-Minerals to put its interest in the LLC to Nevada Moly after a
change of control of Nevada Moly or the Company, as defined in the LLC Agreement, followed by a failure to use standard
mining industry practice in connection with development and operation of the Project as contemplated by the parties for a
period of twelve consecutive months. If POS-Minerals puts its interest, Nevada Moly or the transferee or surviving entity
would be required to purchase the interest for 120% of POS-Minerals’ contributions to the LLC plus 10% interest per annum.
The Initial Contributions of $100.0 million that were made by POS-Minerals during 2008 were expended by the
second quarter of 2009 in accordance with the program and budget requirements of the Mt. Hope Project. Nevada Moly is
required, pursuant to the terms of the LLC Agreement, to advance funds required to pay costs for the development of the Mt.
Hope Project that exceed the Initial Contributions until the ROD Contribution Date, at which point the contributions
described above to be made by POS-Minerals will be applied to reimburse us for POS-Minerals’ share of such development
costs. All costs incurred after the ROD Contribution Date will be allocated and funded pro rata based on each party’s
ownership interest. POS-Minerals’ share of such development costs amounted to approximately $34.0 million as of
December 31, 2010. The interest of a party in the LLC that does not make its pro rata capital contributions to fund costs
incurred after the ROD Contribution Date is subject to dilution based on the Dilution Formula.
NOTE 2 — LIQUIDITY AND CAPITAL REQUIREMENTS AND RESTRUCTURING
Our consolidated cash balance at December 31, 2010 was $53.6 million compared to $48.6 million at December 31,
2009. The cash needs for the development of the Mt. Hope Project require that we or the LLC finalize significant financing
in addition to the capital contributions to be received from POS-Minerals.
The anticipated sources of financing described below, combined with funds anticipated to be received from POS-
Minerals in order to retain its 20% share, provide substantially all of our currently planned funding required to construct and
place the Mt. Hope Project into commercial production. Funding requirements for working capital needs beyond the capital
costs of the Mt. Hope Project will require additional resources. There can be no assurance that the Company will be
successful in raising additional financing in the future on terms acceptable to the Company or at all.
Securities Purchase Agreement with Hanlong (USA) Mining Investment Inc.
On March 4, 2010, we signed a Securities Purchase Agreement (the “Purchase Agreement”) with Hanlong (USA)
Mining Investment, Inc. (“Hanlong”), an affiliate of Sichuan Hanlong Group, a large privately held Chinese company. The
Purchase Agreement and the related agreements described below form the basis of a significant investment by Hanlong in the
Company that is intended to provide the Company with adequate capital to develop the Mt. Hope Project. The Purchase
Agreement provides for the sale to Hanlong of shares of our common stock in two tranches that will aggregate 25% of our
outstanding stock on a fully diluted basis. The average price per share, based on the anticipated number of shares to be
issued, is $2.88 for an aggregate price of $80.0 million. The share issuance is part of a larger transaction that includes the
commitment by Hanlong to use its commercially reasonable efforts to procure a $665.0 million bank loan for the Company
(the “Term Loan”) from a prime Chinese bank that will be guaranteed by an affiliate of Hanlong, a $20.0 million bridge loan
(the “Bridge Loan”) from Hanlong to the Company, and a long-term molybdenum supply off-take agreement pursuant to
which a Hanlong affiliate will agree to purchase a substantial part of the molybdenum production from the Mt. Hope Project
at specified prices.
The Purchase Agreement
Stock Purchase. The Purchase Agreement provides, subject to terms and conditions of the Purchase Agreement, for
the purchase by Hanlong for an aggregate price of $80.0 million, of approximately 27.6 million shares of our common stock
which will equal 25% of our outstanding common stock on a fully-diluted basis following the purchase, or approximately
38.3% of our outstanding common stock at the time the transaction was announced. Fully diluted is defined as all of our
outstanding common stock plus all outstanding options and warrants, whether or not currently exercisable.
On July 30, 2010, the Company and Hanlong executed an amendment to the Purchase Agreement extending the
deadline for obtaining Chinese government approvals by two months to October 13, 2010, as well as extending the
Company’s deadline for publishing its Draft Environmental Impact Statement (“DEIS”) and receiving its Record of Decision
(“ROD”) to February 28, 2011 and November 30, 2011, respectively. Hanlong received Chinese government approvals for
57
equity investment from the National Development and Reform Commission and the Ministry of Commerce (“MOFCOM”)
on October 8, 2010 and October 12, 2010, respectively. Hanlong filed the MOFCOM approval with the State Administration
of Foreign Exchange on October 12, 2010, fulfilling Hanlong’s Chinese government approval obligations.
On October 26, 2010, the Company and Hanlong executed an amendment to the Purchase Agreement setting the
closing of Hanlong’s purchase of the first tranche of equity in the Company on December 20, 2010. The parties agreed that
the publication of the Mt. Hope Project’s DEIS was no longer a condition precedent to Hanlong’s first tranche equity
investment. Timely publication of the DEIS does, however, remain a requirement of the entire agreement, and, in
conjunction with this amendment, the required date for DEIS publication has been extended to May 31, 2011 from February
28, 2011. See “Break Fees” below for additional discussion on the potential penalties incurred if DEIS publication occurs
after May 31, 2011.
On December 20, 2010, Hanlong completed the purchase of 12.5% of our fully-diluted shares, or approximately
11.8 million shares (“Tranche 1”) for $40.0 million, or approximately $3.38 per share, following satisfaction of certain
conditions, including receipt of stockholder approval of the equity issuances in connection with the transaction, receipt of
necessary Chinese government approvals for certain portions of the transaction, assurances from Hanlong as to the
availability of the Term Loan, approval of the shares for listing on the NYSE Amex and absence of certain defaults.
The second tranche (“Tranche 2”), which is anticipated to involve the purchase of approximately 15.8 million
additional shares, will be for a purchase price of an additional $40.0 million, or approximately $2.53 per share. The actual
number of shares and price per share will be adjusted for any change in the number of fully diluted shares before the closing
of Tranche 2. Significant conditions to the closing of Tranche 2 include issuance of the ROD for the Mt. Hope Project by the
BLM, approval of the plan of operations for the Mt. Hope Project (the “POO”) by the United States Bureau of Land
Management (“BLM”), and the completion of documentation for and satisfaction of conditions precedent to lending under
the Term Loan, described below. The Purchase Agreement may be terminated by either party (provided the terminating party
is not in default) if the closing of Tranche 2 has not occurred by December 31, 2011, subject to extension under some
circumstances to March 31, 2012.
Hanlong will have the right to purchase a portion of any additional shares of common stock that we issue so that it
can maintain its percentage ownership unless its ownership is at the time below 5%. It may also acquire additional shares so
that it maintains a 20% indirect interest in the Mt. Hope Project if our interest in the LLC is reduced below 80%. If we issue
shares to fund our obligation to fund the Mt. Hope Project under certain circumstances, and on or before the date of
commercial production, and Hanlong exercises its rights to maintain its percentage interest, we will be obligated to refund to
Hanlong the cost of such shares over a three-year period up to an aggregate of $9.0 million.
Break Fees. A break fee is payable by both the Company and Hanlong if the Purchase Agreement terminates
because of the failure of certain conditions. A break fee of $10.0 million is payable to the Company if the Purchase
Agreement is terminated because Hanlong fails to obtain necessary Chinese government approvals or to give its assurances
about the availability of the Term Loan. The Company has agreed to pay $5 million to Hanlong if the conditions concerning
our stockholder approval, the publication of the DEIS or the ROD are not timely satisfied or waived and the Purchase
Agreement is terminated. The Company break fees may be increased by $5.0 million if the Purchase Agreement is
terminated and the Company has violated the “no-shop” provisions of the Purchase Agreement. The break fees may also be
increased in other circumstances not to exceed an additional $3.0 million if the Company requests and Hanlong grants certain
extensions of deadlines concerning the DEIS, and up to an additional $2.0 million if the Company requests and Hanlong
grants certain extensions concerning the ROD. Further to the break fees, the Company must pay a $2.0 million fee to
Hanlong at the granting of an extension concerning the ROD, and such fee will be credited against the arrangement fee
described below. The break fee payable by the Company to Hanlong may be paid in cash, or, in certain circumstances, in
shares of our common stock at our option. If paid in shares, the price would be the volume weighted average of our common
stock on the NYSE Amex for the five days ending six days after the announcement of the termination.
Chinese Bank Loan. Pursuant to the Purchase Agreement, Hanlong is obligated to use its commercially reasonable
efforts to procure the Term Loan in an amount of at least $665.0 million with a term of at least 14 years after commercial
production begins at the Mt. Hope Project. The Term Loan will bear interest at a rate of LIBOR plus a spread of between 2%
and 4% per annum. The Purchase Agreement provides that the Term Loan will have customary covenants and conditions;
however, the terms of the Term Loan have not been negotiated with the lender and we have no assurance as to the final terms
of the Term Loan. Hanlong or an affiliate is obligated to guarantee the Term Loan. When funds can be drawn by the
Company under the Term Loan, the Company will pay a $15.0 million arrangement fee to Hanlong who will pay fees and
expenses associated with the Term Loan before the Term Loan Closing, including those charged by the Chinese bank.
58
Bridge Loan
Hanlong has also agreed to provide a $20.0 million Bridge Loan to the Company which will be available in two
equal $10.0 million tranches. On April 28, 2010, we drew down the first tranche in the amount of $10.0 million. The second
loan tranche became available five business days after receipt of stockholder approval and is subject to the satisfaction of
customary conditions. The first tranche of the Bridge Loan bears interest at LIBOR plus 2% per annum. The second tranche
of the Bridge Loan will bear interest at 10% per annum and remains undrawn by the Company as of December 31, 2010.
The Bridge Loan will be repaid from the proceeds of the Term Loan. If Hanlong agrees, the second tranche may also be
repaid, at the Company’s election, in shares of the Company’s common stock. If paid in shares, the price would be the
volume weighted average of the Company’s shares on the NYSE Amex for a five-day period after public announcement of
the event that required repayment. The Company may offset its right to receive the break fee against its obligations to repay
borrowings under the Bridge Loan. If not sooner repaid, the Bridge Loan will mature on the earliest of 120 days after the
issuance of the ROD, the date on which the Purchase Agreement terminates, or March 31, 2012. The Bridge Loan and our
obligation to pay a break fee to Hanlong under the Purchase Agreement are secured by a pledge by us of a 10% interest in the
LLC.
Stockholder Agreement
In connection with the Tranche 1 closing, Hanlong signed a Stockholder Agreement with the Company that limits
Hanlong’s future acquisitions of our common stock, provides for designation of up to two directors to our Board, and places
some restrictions on Hanlong’s voting and disposition of our shares.
After the Tranche 1 closing, Hanlong became entitled to nominate one director to our Board, which right will
remain in place so long as it maintains at least a 10% fully diluted interest in the Company. Hanlong nominated Hui (Steven)
Xiao to serve on our Board, and he was appointed as a director in February 2011. After the Tranche 2 closing, and so long as
Hanlong retains fully-diluted stock ownership of at least 20%, Hanlong will be entitled to nominate a second director. The
Company has agreed to assure that each Hanlong nominee is included in the Board’s slate of nominees submitted to our
stockholders, subject to the Board’s fiduciary obligations and compliance by the nominee with applicable law and Company
requirements concerning disclosure of information. The Hanlong nominees may also serve on committees for which they are
eligible. Following the Term Loan closing and until its guaranty has expired or otherwise been terminated, Hanlong will
have the right to appoint one representative to the management committee of the LLC.
Hanlong has also agreed not to purchase additional shares, except as permitted by the Purchase Agreement, without
the Company’s prior consent following the Tranche 1 closing, and has agreed that it will not solicit proxies, join a group with
respect to our equity securities, solicit or encourage an offer from another person for the Company, call a meeting of the
Company’s stockholders or make a proposal to the Company’s stockholders, except to the Board. If our Board receives an
offer for the Company, for its assets or a merger that the Board determines is in the best interests of the Company’s
stockholders, Hanlong is required to vote in favor of such a transaction or tender its shares unless it proposes an alternative
transaction that our Board determines is more favorable to our stockholders than the offer received.
Under the Stockholder Agreement, Hanlong may not, without the prior written consent of the Board, transfer
ownership in the securities if the recipient would acquire beneficial ownership of more than 5% of our common stock as of
the date of such transfer. The restrictions on Hanlong’s share ownership, voting, disposition and drag-along rights will
terminate on the earlier of the time that Hanlong owns less than 12% of our Common Stock, the date that commercial
production begins at the Mt. Hope Project, and June 30, 2014.
The equity issuance of the Company’s common stock to Hanlong was subject to stockholder approval and was
voted on and approved in connection with the Company’s annual meeting of stockholders in May 2010.
Cash Conservation Plan
The Company continues to operate under a cash conservation plan implemented in March 2009 designed to reduce
expenditures and conserve cash in order to maximize financial flexibility.
The Company has purchase orders for two types of equipment; milling process equipment and mining equipment.
Most equipment orders for the custom-built grinding and other milling process equipment will be completed by the
manufacturers and stored. The grinding and milling process equipment require the longest lead times and maintaining these
orders is critical to the Company’s ability to rapidly restart the Mt. Hope Project development. The Company has completed
59
final negotiations with other equipment manufacturers to suspend or terminate fabrication of other milling equipment and to
determine the equipment fabrication costs incurred to date, storage costs, and the expecting timing of restarting fabrication.
Based on our current plan, expected timetable, and the results of such negotiations, we expect to make additional
payments of approximately $2.0 million under milling process equipment orders through the end of 2011, with the majority
of such spending concentrated in the first half of the year, and $14.0 million in 2012. As financing becomes available and
equipment procurement is restarted, agreements that were suspended or terminated will be renegotiated under new market
terms and conditions, as necessary. For the gyratory crusher, SAG and ball mills and related electric mill drives, and some
other long-lead equipment, we will own the equipment upon final payments that have occurred throughout 2009, during
2010, and into early 2011. This strategy should allow for a rapid restart of the Mt. Hope Project development upon BLM
approval for publication of the DEIS, which will initiate the restart of engineering.
Some orders for mining equipment have been cancelled, and discussions with the remaining suppliers to either
cancel or suspend existing agreements are complete. Once financing becomes available, the Company anticipates placing
orders for this mining equipment.
The cash conservation plan has reduced our total cash utilization for general administrative and overhead expenses
to approximately $1.0 million per month, inclusive of maintenance costs at the Liberty Property. Based on our current cash
on hand and our cash conservation plan, the Company expects it will have adequate liquidity for operations, as modified,
through the end of 2011 without accessing new sources of financing. Engineering efforts, approximately 60% complete,
have been largely suspended pending the completion of financing and approval of the DEIS. Some engineering that is
critical for permitting or project restart readiness, has continued at a slower pace. We plan to restart procurement and
engineering efforts during 2011 as key milestones in the permitting process are reached.
NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in understanding the financial statements. The
financial statements and notes are representations of the Company’s management, which is responsible for their integrity and
objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America
(“GAAP”) and have been consistently applied in the preparation of the financial statements.
Accounting Method
Our financial statements are prepared using the accrual basis of accounting in accordance with GAAP. With the
exception of the LLC, all of our subsidiaries are wholly owned. In February 2008, we entered into the agreement which
established our ownership interest in the LLC at 80%. At December 31, 2010, the consolidated financial statements include
all of our wholly owned subsidiaries and the LLC. The POS-Minerals contributions attributable to their 20% interest are
shown as Contingently Redeemable Noncontrolling Interest on the Consolidated Balance Sheet. For the year ended
December 31, 2010 the LLC had net operating expenses of $5.0 million and, accordingly, the net loss attributable to
contingently redeemable noncontrolling interest is reflected separately on the Consolidated Statement of Operations.
Reclassification of Prior Period Amounts
Certain prior period amounts have been reclassified to conform to the current period presentation.
Contingently Redeemable Noncontrolling Interest (“CRNCI”)
On January 1, 2009, we adopted Financial Accounting Standards Board (“FASB”) issued authoritative guidance
related to Noncontrolling Interests in Consolidated Financial Statements, the provisions of which, among others, require the
recognition of a noncontrolling interest (previously referred to as minority interest), as a component of equity in the
consolidated financial statements and separate from the parent’s equity for all periods presented. In addition, the amount of
net income or loss attributable to the noncontrolling interest is included in net income or loss on the face of the consolidated
statement of operations. Under GAAP, certain noncontrolling interests in consolidated entities meet the definition of
mandatorily redeemable financial instruments if the ability to redeem the interest is outside of the control of the consolidating
entity. As described in Note 1, the LLC Agreement permits POS-Minerals the option to put its interest in the LLC to Nevada
Moly upon a change of control, as defined in the LLC Agreement, followed by (i) failure to begin full construction at the
LLC by the Company or the surviving entity before December 31, 2010, or (ii) failure to use standard mining industry
practice in connection with development and operation of the project as contemplated by the parties for a period of twelve
months after December 31, 2010. As such, the CRNCI has continued to be shown as a separate caption between liabilities
60
and equity (mezzanine section). The carrying value of the CRNCI reflects the investment of the noncontrolling interest, less
losses attributable to the interest.
Estimates
The process of preparing consolidated financial statements requires the use of estimates and assumptions regarding
certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and
events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated
amounts.
Cash and Cash Equivalents
We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. The
Company’s cash equivalent instruments are classified within Level 1 of the fair value hierarchy established by FASB
guidance for Fair Value Measurements because they are valued based on quoted market prices in active markets. These cash
instruments included $50.0 million in U.S. Treasury securities at December 31, 2010.
Exploration and Development Stage Activities
We were in the exploration stage from January 2002 until October 4, 2007. On October 4, 2007, our Board of
Directors approved the development of the Mt. Hope Project as contemplated in the Bankable Feasibility Study (“BFS”) and
we then entered into the Development Stage. We have not realized any revenue from operations. We will be primarily
engaged in development of the Mt. Hope Project and exploration and evaluation of the Liberty Property until we enter the
production stage of the Mt. Hope Project.
Basic and Diluted Net Loss Per Share
Net loss per share was computed by dividing the net loss attributable to General Moly, Inc. by the weighted average
number of shares outstanding during the period. The weighted average number of shares was calculated by taking the
number of shares outstanding and weighting them by the amount of time that they were outstanding. Outstanding warrants to
purchase 6,263,209, 7,455,434 and 7,455,434 and shares of common stock, options to purchase 2,658,323, 3,071,656 and
3,855,490 shares of common stock, and unvested stock awards totaling 421,726, 217,694 and 185,000 at December 31, 2010,
2009 and 2008, respectively, and 912,461 and 36,349 shares under Stock Appreciation Rights (“SARs”) at December 31,
2010 and 2009, respectively, were not included in the computation of diluted loss per share for the years ended December 31,
2010, 2009 and 2008, respectively, because to do so would have been anti-dilutive. Therefore, basic loss per share is the
same as diluted loss per share.
Mineral Exploration and Development Costs
All exploration expenditures are expensed as incurred. Significant property acquisition payments for active
exploration properties are capitalized. If no economic ore body is discovered, previously capitalized costs are expensed in
the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore
bodies, and to expand the capacity of operating mines, are capitalized and amortized on a units-of-production basis over
proven and probable reserves.
Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to the
consolidated statement of operations the allocable portion of capitalized costs attributable to properties sold. Capitalized
costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.
Mining Properties, Land and Water Rights
Costs of acquiring and developing mining properties, land and water rights are capitalized as appropriate by project
area. Exploration and related costs and costs to maintain mining properties, land and water rights are expensed as incurred
while the property is in the exploration and evaluation stage. Development and related costs and costs to maintain mining
properties, land and water rights are capitalized as incurred while the property is in the development stage. When a property
reaches the production stage, the related capitalized costs are amortized using the units-of-production basis over proven and
probable reserves. Mining properties, land and water rights are periodically assessed for impairment of value, and any
subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, a gain or loss is
recognized and included in the consolidated statement of operations.
61
Depreciation and Amortization
Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful
lives of the assets. Property and equipment are depreciated using the following estimated useful lives: field equipment – four
to ten years; office furniture, fixtures; and equipment – five to seven years; vehicles – three to five years; leasehold
improvements – three years; residential trailers – ten to twenty years; and buildings and improvements – ten to twenty seven
and one-half years. At December 31, 2010 and 2009, accumulated depreciation and amortization was $1.0 and $0.6 million,
respectively, of which $0.7 and $0.4 million, respectively, was capitalized.
Provision for Taxes
Income taxes are provided based upon the liability method of accounting. Under this approach, deferred income
taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities
and their financial reporting amounts at each year-end. In accordance with authoritative guidance for Income Taxes, a
valuation allowance is recorded against the deferred tax asset if management does not believe the Company has met the
“more likely than not” standard to allow recognition of such an asset.
Reclamation and Remediation
Expenditures for ongoing compliance with environmental regulations that relate to current operations are expensed
or capitalized as appropriate. Expenditures resulting from the remediation of existing conditions caused by past operations
that do not contribute to future revenue generations are expensed. Liabilities are recognized when environmental assessments
indicate that remediation efforts are probable and the costs can be reasonably estimated.
Estimates of such liabilities are based upon currently available facts, existing technology and presently enacted laws and
regulations taking into consideration the likely effects of inflation and other societal and economic factors, and include
estimates of associated legal costs. These amounts also reflect prior experience in remediating contaminated sites, other
companies’ clean-up experience and data released by the United States Environmental Protection Agency (“EPA”) or other
organizations. Such estimates are by their nature imprecise and can be expected to be revised over time because of changes
in government regulations, operations, technology and inflation. Recoveries are evaluated separately from the liability. When
recovery is assured, the Company records and reports an asset separately from the associated liability.
Stock-based Compensation
Stock-based compensation represents the fair value related to stock-based awards granted to members of the board
of directors, officers and employees. The Company uses the Black-Scholes model to determine the fair value of stock-based
awards under authoritative guidance for Stock-Based Compensation. For stock based compensation that is earned upon the
satisfaction of a service condition, the cost is recognized on a straight-line basis (net of estimated forfeitures) over the
requisite vesting period (up to three years). Awards expire five years from the date of vesting.
Further information regarding stock-based compensation can be found in Note 7 – “Equity Incentives.”
62
Comprehensive Loss
For the years ended December 31, 2010, 2009 and 2008, respectively, the Company’s comprehensive loss was equal
to the respective net loss for each of the years presented.
Recently Issued Accounting Pronouncements
Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope
Clarification
In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-02, Consolidation (ASC 810):
Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to ASC 810 clarifies, but does not
change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of ASC 810-10 and removes the
potential conflict between guidance in that ASC and asset derecognition and gain or loss recognition guidance that may exist
in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts
FAS 160 (now included in ASC 810-10). For those entities that have already adopted FAS 160, the amendments are effective
at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The Company adopted
FAS 160 effective January 1, 2010. The adoption of FAS 160 and ASU 2010-02 had no material effect on the Company’s
financial condition, results of operation, or cash flows.
Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements
In January 2010, the FASB issued Update No. 2010-06. Reporting entities will have to provide information about
movements of assets among Levels 1 and 2 of the three-tier fair value hierarchy established by SFAS No. 157, Fair Value
Measurements (FASB ASC 820). Also, a reconciliation of purchases, sales, issuance, and settlements of anything valued with
a Level 3 method is required. Disclosure regarding fair value measurements for each class of assets and liabilities will be
required. The guidance is effective for our first annual reporting period beginning after December 15, 2009, and for interim
periods within that annual period. The adoption of ASU 2010-06 did not have a material impact on our consolidated
financial statements.
Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements
In February 2010, the FASB issued Update No. 2010-09, Subsequent Events (Topic 855): Amendments to Certain
Recognition and Disclosure Requirements. These amendments eliminate contradictions between the requirements of U.S.
GAAP and the SEC's filing rules. The amendments also eliminate the requirement that public companies disclose the date of
their financial statements in both issued and revised financial statements. The adoption of ASU 2010-09 did not have a
material impact on our consolidated financial statements.
NOTE 4 — MINING PROPERTIES, LAND AND WATER RIGHTS
We currently have interests in two mining properties that are the primary focus of our operations. The Mt. Hope
Project is currently in the development stage and the Liberty Property is in the exploration and evaluation stage. We also
have certain other, non-core, mining properties that are being evaluated for future evaluation or sale.
The Mt. Hope Project. We are currently in the process of developing the Mt. Hope Project. In November 2004, we
entered into an option to lease all property and assets of the Mt. Hope Molybdenum Property from Mt. Hope Mines, Inc.
(“MHMI”) and in October 2005 exercised our rights under the option. The lease was further amended in November 2007.
The renewable lease allows us to proceed for the next 30 years with permitting, developing and mining the deposit and for so
long thereafter as we maintain an active operation. In 2004, we paid $0.5 million and issued 500,000 shares of common
stock with warrants to purchase 500,000 shares of common stock for the Mt. Hope option.
Pursuant to the terms of the lease, as amended, the underlying total royalty on production payable to MHMI, less
certain deductions, is three and one-half percent for a molybdenum price up to $12 per pound, four and one-half percent for a
molybdenum price up to $15 per pound, and five percent for a molybdenum price above $15 per pound (“Production
Royalties”). The LLC is subject to certain periodic payments as set forth in Note 10 “Commitments and Contingencies.”
Additionally, the LLC is obligated to pay Exxon Mineral Company a one percent net smelter royalty on all production.
63
During the year ended December 31, 2006, we purchased deeded land which included certain BLM grazing rights,
certain water rights and various other assets. The primary purpose for these purchases was to acquire land and water rights
for use by the Mt. Hope Project. We paid $2.3 million cash for these purchases.
During the year ended December 31, 2007, we purchased land, water rights and various personal property for cash
of $4.6 million and 67,000 shares of common stock valued at $0.4 million. The primary purpose of these purchases was to
acquire additional land and water rights for the Mt. Hope Project.
In August 2007, the Company completed a BFS on the Mt. Hope Project, which provided data on the viability and
expected economics of the project. Based on the findings in the study, on a 100% basis, we reported 1.3 billion pounds of
contained (1.1 billion pounds recoverable) molybdenum in proven and probable reserves.
In October 2007, our Board approved the transition of the Mt. Hope Project into the development phase and
authorized management to proceed with the execution of the project as outlined in the BFS.
Liberty Property. We are currently in the process of exploration and evaluation of the Liberty Property.
In March 2006 we purchased a portion of the Liberty Property, an approximately ten square mile property in Nye
County, Nevada, including water rights, mineral and surface rights, buildings and certain equipment from High Desert Winds
LLC (“High Desert”) pursuant to a purchase agreement. At closing, we paid High Desert a cash payment of $4.5 million for
the portion of the Liberty Property that we purchased and made an additional payment of $1.0 million in November of 2006
for the purchase of the remaining portion of High Desert’s interest in this property for the total purchase price of $5.5 million
including buildings and equipment at the Liberty site. The primary purpose of the Liberty purchase was to further the
Company’s strategy of exploring and developing other potential molybdenum properties.
At December 31, 2006, the Liberty Property was subject to a 12 percent royalty payable with respect to the net
revenues generated from molybdenum or copper minerals removed from the properties purchased. In January 2007, we
completed the acquisition of all of the issued and outstanding shares of the corporation that held the 12 percent net smelter
royalty interest in the mineral rights of the Liberty Property and, as a result of this purchase, we now own the Liberty
Property and all associated mineral rights. We paid approximately $3.7 million in cash at closing, net of cash acquired of
$1.2 million. At first commercial production of the property, we have agreed to pay an additional $6.0 million. Because we
cannot determine beyond a reasonable probability that the mine will attain commercial production, the Company has not
recognized the $6.0 million liability in its financial statements. In connection with the acquisition, we also received restricted
cash totaling $0.5 million and assumed reclamation and remediation costs, accounts payable and accrued liabilities of
$0.3 million.
During the year ended December 31, 2007, we purchased a patented lode mining claim adjacent to the Liberty
Property for $0.2 million cash and completed the purchase of certain patented lode mining claims referred to as the Liberty
Claims on property adjacent to the Liberty Property for cash of $0.1 million and 150,000 shares of common stock valued at
$0.4 million. These two acquisitions of mining claims were completed to control additional mineral rights needed for the
development of the Liberty Property. We currently believe that we have all the mineral, water and surface rights necessary to
develop the Liberty Property.
Other Properties. We also have mining claims and land purchased prior to 2006 which consist in part of
(a) approximately 107 acres of fee simple land in the Little Pine Creek area of Shoshone County, Idaho, (b) six patented
mining claims known as the Chicago-London group, located near the town of Murray in Shoshone County, Idaho, (c) 265
acres of private land with three unpatented claims in Josephine County, Oregon, known as the Turner Gold project, and (d)
an undivided 50% interest in the reserved mineral rights known as the Margaret Property and 105 unpatented mining claims
comprising the Red Bonanza Property, situated in the St. Helens Mining District, Skamania County, Washington.
64
Summary. The following is a summary of mining properties, land and water rights at December 31, 2010 and 2009
(in thousands):
Mt. Hope Project:
Development costs
Mineral, land and water rights
Advance Royalties
Total Mt. Hope Project
Total Liberty Property
Other Properties
Total
At
December 31,
2010
At
December 31,
2009
$
$
89,602
10,253
22,600
122,455
9,749
889
133,093
$
$
76,985
10,253
3,300
90,538
9,763
889
101,190
On June 26, 2009, the Company and Josephine Mining Corp. (“JMC”), a privately-owned Canadian company whose
president is a related party to one of the Company’s Board members, entered into an Option to Purchase Agreement for the
Company’s Turner Gold property, a multi-metallic property located in Josephine County, Oregon. The Company acquired the
property in 2004. JMC paid $0.1 million upon entering into the agreement, which allows JMC certain exploratory rights
through the option period. Each option is non-refundable. The $0.1 million has been recorded as a deferred gain pending
completion of the purchase. An additional $0.3 million installment payment was due December 26, 2010, and the final
installment payment of $1.6 million is due on or before December 26, 2011. Each installment payment under the Option to
Purchase Agreement is optional, but is non-refundable once made. If JMC makes all three of the installment payments,
ownership of the Turner Gold property will transfer to JMC upon the final payment. The Company has also retained a
Production Royalty of 1.5% of all net smelter returns on future production from the property. The book value of the
Company’s investment in the Turner Gold property is approximately $800,000.
On December 21, 2010, the Company and JMC executed an amendment to the original agreement allowing JMC to
extend the payment date for the second installment payment by making a $15,000 payment on or before December 26, 2010
and paying the sum of $285,000 on or before January 25, 2011. JMC remitted the remaining $285,000 to the Company in
January 2011 in full payment of the second installment, allowing them to retain the option on the Turner Gold Property
through December 26, 2011.
On March 8, 2010, the Company and Ascot USA, Inc. (“Ascot”), a Washington corporation, entered into an Option
to Purchase Agreement for the Company’s Margaret property, an undivided 50% interest in the reserved mineral rights and
all of the Company’s interest in the 105 unpatented mining claims comprising the Red Bonanza Property, situated in the St.
Helens Mining District, Skamania County, Washington. The Company acquired the property in 2004. Ascot paid $0.1
million upon entering into the agreement, which allows Ascot certain exploratory rights through the option period. Each
option is non-refundable. The $0.1 million has been recorded as a deferred gain pending completion of the purchase. An
additional $0.3 million installment payment is due June 8, 2011, and the final installment payment of $1.6 million is due on
or before June 8, 2012. Each installment payment under the Option to Purchase Agreement is optional, but is non-refundable
once made. If Ascot makes all three of the installment payments, ownership of the Margaret property will transfer to Ascot
upon the final payment. The Company has also retained a Production Royalty of 1.5% of all net smelter returns on future
production from the property. The Company has no book value in the Margaret property. It was determined in 2005 that the
Margaret property did not represent a feasible project. All costs associated with the project were expensed at that time.
Restricted Cash held for Electricity Transmission
Eureka Moly has pre-paid $12.0 million into an escrow arrangement for electricity transmission services. The
amount represents security on a transmission contract that will provide power to the Mt. Hope Project, and is accounted for as
restricted cash. All amounts escrowed are to be returned to the Company on December 1, 2015 in the event that electricity
transmission at the Mt. Hope Project has not commenced or at the time the agreement is cancelled by the Company.
Costs Associated with Relinquished Land Lease
At an open public meeting on July 6, 2010, the Eureka County Board of Commissioners (“the Commissioners”)
signed documents to relinquish a land lease held by the LLC in Eureka County, Nevada (the “County”). The LLC thus
terminated the land lease held in the County. The termination was predicated on a vote of the Commissioners, which was
65
other than perfunctory and could not be considered final until the Commissioners voted in a public meeting. The Nevada
Open Meetings Law requires that all decisions be made in public meetings which are properly noticed and convened.
The LLC had planned to develop housing on the lease after receipt of the ROD. The relinquishment will make the
land available for more rapid housing development by the Nevada Rural Housing Authority and the County. The LLC had
invested approximately $5.0 million in preliminary development costs for the property covered by the relinquished lease. As
a result of the relinquishment, the Company incurred a charge of $5.0 million in the third quarter of 2010, of which $1.0
million is attributable to our noncontrolling interest. In addition, the County returned a $0.1 million cash deposit to the
Company.
NOTE 5 — COMMON STOCK UNITS, COMMON STOCK AND COMMON STOCK WARRANTS
Year ended December 31, 2010
During the year ended December 31, 2010, options representing 20,000 shares and warrants representing 812,500
shares were exercised for cash in the amount of $0.1 and $3.0 million, respectively. We issued 59,770 shares of common
stock upon the cashless exercise of warrants, 24,074 shares of common stock upon the cashless exercise of options and
156,250 shares of common stock pursuant to stock awards.
Year ended December 31, 2009
During the year ended December 31, 2009 options representing 100,000 shares were exercised for cash in the
amount of $0.1 million. We also issued 502,225 shares of common stock pursuant to stock awards.
Year ended December 31, 2008
During the year ended December 31, 2008 warrants and options in the amount of 4,437,523 and 462,000 were
exercised for cash in the amount of $20.3 million and $0.4 million, respectively. We issued 126,597 shares of common stock
upon the cashless exercise of warrants, 278,796 shares of common stock upon the cashless exercise of stock options and
416,347 shares of common stock pursuant to stock awards.
The following is a summary of common stock warrant activity for each of the three years ended December 31, 2010:
Balance at December 31, 2007
Exercised for cash
Exercised in cashless exchange
Balance at December 31, 2008
Activity for the year ended December 31, 2009
Balance at December 31, 2009
Exercised for cash
Exercised in cashless exchange
Balance at December 31, 2010 (1)
Weighted average exercise price
Number of
Shares
Under
Warrants
12,080,457
(4,437,523)
(187,500)
7,455,434
—
7,455,434
(812,500)
(379,725)
6,263,209
$3.95
Exercise Price
$0.80 to $10.00
0.80 to $5.20
3.75
$3.75 to $10.00
—
$3.75 to $10.00
3.75
3.75
$3.66 to $5.00
(1) See discussion below related to repricing of warrants during 2010 resulting in a change in the exercise price from
$3.75 to $3.66 and $10.00 to $5.00.
Coghill Capital Management and its affiliates (“Coghill”), a significant stockholder in the Company, provided
substantial assistance to the Company with the signing of the Consent and Waiver Agreement and the Extension Agreement
with ArcelorMittal. In recognition of that support, on April 16, 2010, the Company amended and restated warrants issued to
Coghill to purchase one million shares of the Company’s common stock issued in connection with the November 2007
private placement and original molybdenum supply agreement with ArcelorMittal to reduce the price of the warrants from
$10.00 per share to $5.00 per share. The incremental cost of the reissued warrants is $0.6 million, which was recorded as
66
expense in the second quarter of 2010. The warrants remain exercisable once the Company has received financing necessary
for the commencement of commercial production at the Mt. Hope Project and will expire one year thereafter. It will also
become exercisable in the event of certain corporate reorganizations.
On December 21, 2010, the Company amended and restated warrants issued to Coghill to purchase 4.3 million
shares of the Company’s common stock issued in connection with a February 2006 private placement to reduce the price of
the warrants from $3.75 per share to $3.66 per share provided that the warrants were exercised on or before January 3, 2011.
The incremental cost of the reissued warrants is $0.4 million, which was recorded as expense in the fourth quarter of 2010.
The warrants remain exercisable at any time and expire February 14, 2011. On January 3, 2011, Coghill exercised the
warrants for $15.6 million.
Of the warrants outstanding at December 31, 2010, 5,263,209 are exercisable at $3.75 per warrant. The remaining
1,000,000 are exercisable at $5.00 per share once General Moly has received financing necessary for the commencement of
commercial production at the Mt. Hope Project and will expire one year afterwards. As of February 14, 2011, 933,209 of the
warrants outstanding at December 31, 2010 were exercised at $3.75 per warrant 4,250,000 were exercised at $3.66 per
warrant, and 80,000 warrants were exercised in a cashless exchange resulting in $19.1 million in cash proceeds to the
Company, inclusive of the $15.6 million received from Coghill.
Pursuant to our Certificate of Incorporation, we are authorized to issue 200,000,000 shares of $0.001 par value
common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not
cumulative and therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the
directors of the Company.
NOTE 6 — PREFERRED STOCK
Pursuant to our Certificate of Incorporation we are authorized to issue 10,000,000 shares of $0.001 per share par
value preferred stock. The authorized but unissued shares of preferred stock may be issued in designated series from time to
time by one or more resolutions adopted by the board of directors. The directors have the power to determine the
preferences, limitations and relative rights of each series of preferred stock. At December 31, 2010 and 2009, no shares of
preferred stock were issued or outstanding. On March 5, 2010, the Board adopted a stockholder rights plan. Under the plan,
each common stockholder of the Company at the close of business on March 5, 2010 received a dividend of one right for
each share of the Company’s common stock held of record on that date. Each right entitles the holder to purchase from the
Company, in certain circumstances, one one-thousandth of a share of newly-create Series A junior participating preferred
stock of the Company for an initial purchase price of $15.00 per share.
Subject to certain exceptions, if any person becomes the beneficial owner of 20% or more of the Company’s
common stock, each right will entitle the holder, other than the acquiring person, to purchase Company common stock or
common stock of the acquiring person having a value of twice the exercise price. In addition, if there is a business
combination between the Company and the acquiring person, or in certain other circumstances, each right that is not
previously exercised will entitle the owner (other than the acquiring person) to purchase shares of common stock (or an
equivalent equity interest) of the acquiring person at one-half the market price of those shares.
NOTE 7 — EQUITY INCENTIVES
In 2006, the Board and shareholders of the Company approved the 2006 Equity Incentive Plan (“2006 Plan”) that
replaced the 2003 Equity Incentive Plan (“2003 Plan”). In May 2010, our shareholders approved an amendment to the 2006
Plan increasing the number of shares that may be issued under the plan by 4,500,000 shares to 9,600,000 shares. The 2006
Plan authorizes the Board, or a committee of the Board, to issue or transfer up to an aggregate of 9,600,000 shares of
common stock (inclusive of the 430,000 shares carried over from the 2003 Plan), of which 4,198,798 remain available for
issuance. Awards under the 2006 Plan may include incentive stock options, non-statutory stock options, restricted stock
units, restricted stock awards, and SARs. At the option of the Board, SARs may be settled with cash, shares, or a
combination of cash and shares. The Company settles the exercise of other stock-based compensation with newly issued
common shares.
Stock-based compensation cost is estimated at the grant date based on the award’s fair value as calculated by the
Black-Scholes option pricing model and is recognized as compensation ratably on a straight-line basis over the requisite
vesting/service period. As of December 31, 2010, there was $2.6 million of total unrecognized compensation cost related to
share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 1.8 years.
67
Stock Options and Stock Appreciation Rights
All stock options and stock appreciation rights (“SARs”) are approved prior to or on the date of grant. Stock options
and SARs are granted at an exercise price equal to or greater than the Company’s closing stock price on the date of grant.
Both award types vest over a period of zero to three years with a contractual term of five years after vesting. The Company
estimates the fair value of stock options and SARs using the Black-Scholes valuation model. Key inputs and assumptions
used to estimate the fair value of stock options and SARs include the grant price of the award, expected option term,
volatility of the Company’s stock, the risk-free rate and the Company’s dividend yield. The following table presents the
weighted-average assumptions used in the valuation and the resulting weighted-average fair value per option or SAR granted:
For the Year Ended December 31:
Expected Life *
Interest Rate
Volatility **
Dividend Yields
Weighted Average Fair Value of Stock Options
Granted During the Year
Weighted Average Fair Value of Stock
Appreciation Rights Granted During the Year
2010
3.5 to 5.5 years
0.67% to 2.58%
2009
3.5 to 5.5 years
0.3% to 1.8%
90.0% to 95.48%
—
$—
$3.45
93.0% to
122.93%
—
$0.95
$0.56
2008
3.5 to 5.5 years
1.74% to
3.49%
85% to 90%
—
$5.79
$1.05
* The expected life is the number of years that the Company estimates, based upon history, that options or SARs will be
outstanding prior to exercise or forfeiture.
* * The Company’s estimates of expected volatility are principally based on the historic volatility of the Company’s common
stock over the most recent period commensurate with the estimated expected life of the Company’s stock options and other
relevant factors.
***The interest rate and volatility used by the Company in calculating stock compensation expense represent the values in
effect at the date of grant for all awards. These values are periodically updated for stock appreciation rights which may be
settled in cash to reflect the current market conditions.
At December 31, 2010, the aggregate intrinsic value of outstanding and exercisable (fully vested) options and SARs
was $5.4 million and had a weighted-average remaining contractual term of 2 years. The total intrinsic value of options
exercised during the years ended December 31, 2010, 2009 and 2008 was nil, $0.2 million and $0.6 million, respectively.
Restricted Stock Units and Stock Awards
Grants of restricted stock units and stock awards (“Stock Awards”) have been made to Board members, officers, and
employees. Stock Awards have been granted as performance based, earned over a required service period, or to Board
members and the Company Secretary without any service requirement. Time based grants for officers and employees
generally vest and stock is received without restriction to the extent of one-third of the granted stock for each year following
the date of grant. Also, time based grants were offered to certain employees in connection with the cash conservation plan
and vested over a period of approximately 19 months. Performance based grants are recognized as compensation based on
the probable outcome of achieving the performance condition. Past compensation for Stock Awards issued to members of
the Board of Directors that vested over time were recognized over the vesting period of one to two years. Stock Awards
issued to Board members and the Company Secretary that are fully vested at the time of issue are recognized as
compensation upon grant of the award.
The compensation expense recognized by the Company for Stock Awards is based on the closing market price of the
Company’s common stock on the date of grant. For the years ended December 31, 2010, 2009 and 2008 the weighted-
average grant-date fair value for Stock Awards was $3.99, $2.26 and $7.06, respectively.
Summary of Equity Incentive Awards
The following table summarizes activity under the Plans during the year ended December 31, 2010:
68
Stock Options
SARs
Stock Awards
Weighted
Average
Exercise
Price
$5.53
—
2.79
11.45
6.93
$ 5.38
Number of Shares
Under Option
Weighted
Average
Strike
Price
Number
of Shares
Under
Option
Weighted
Average
Grant
Price
3,071,656
—
(70,000)
(26,667)
(316,666)
2,658,323
$1.55
5.19
—
4.35
4.35
$3.09
528,006
395,666
—
(7,117)
(4,094)
912,461
$4.36
3.99
4.29
2.34
—
$ 4.24
Number of
Shares
678,135
373,192
(238,025)
(12,910)
—
800,392
$ 5.16
2,373,321
$1.94
204,520
Balance at January 1, 2010
Awards Granted
Awards Exercised or Earned
Awards Forfeited
Awards Expired
Balance at December 31, 2010
Exercisable at December 31,
2010
A summary of the status of the nonvested awards as of December 31, 2010 and changes during the year ended December 31,
2010 is presented below.
Stock Options
SARs
Stock Awards
Weighted
Average
Fair
Value
$5.00
—
5.67
8.09
$4.40
Number of Shares
Under Option
441,665
—
(129,996)
(26,667)
285,002
Weighted
Average
Fair
Value
$4.09
3.45
$3.18
3.60
$4.06
Number
of Shares
Under
Option
491,657
395,666
(172,265)
(7,117)
707,941
Weighted
Average
Fair
Value
$4.36
4.79
7.02
2.34
$4.24
Number of
Shares
678,135
216,942
(81,775)
(12,910)
800,392
Balance at January 1, 2010
Awards Granted
Awards Vested or Earned
Awards Forfeited
Balance at December 31, 2010
Compensation Cost Recognized and Capitalized Related to Equity Incentives
Summary of Compensation Cost Recognized and
Capitalized related to Equity Incentives for the
Year Ended December 31 (in thousands):
Stock Options
SARs
Performance based
Vesting over time
Forfeitures related to restructuring
Stock Awards:
Performance based
Vesting over time
Board of Directors and Secretary
Total
Included in:
Capitalized as Development
Expensed
2010
2009
2008
$154
$1,389
$3,900
23
1,243
—
12
821
509
$2,762
1,121
1,641
$ 2,762
—
470
(567)
—
487
644
$2,423
950
1,473
$ 2,423
—
7
—
(167)
92
950
$4,782
2,325
2,457
$4,782
69
Taxes
A portion of the Company’s granted options are intended to qualify as incentive stock options (“ISO”) for income
tax purposes. As such, a tax benefit is not recorded at the time the compensation cost related to the options is recorded for
book purposes due to the fact that an ISO does not ordinarily result in a tax benefit unless there is a disqualifying disposition.
Stock option grants of non-qualified options result in the creation of a deferred tax asset, which is a temporary difference,
until the time that the option is exercised.
NOTE 8 — CHANGES IN CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST
Changes in Contingently Redeemable Noncontrolling
Interest (Dollars in thousands)
Activity for
Year Ended
Total Contingently Redeemable Noncontrolling Interest
December 31, 2009, & 2008, respectively
Less: Net Loss Attributable to Contingently
Redeemable Noncontrolling Interest
Total Contingently Redeemable Noncontrolling Interest
December 31,
2010
December 31,
2009
$ 99,761
$ 100,000
(1,008)
(239 )
December 31, 2010, & 2009, respectively
$ 98,753
$ 99,761
NOTE 9 — INCOME TAXES
At December 31, 2010 and 2009 we had deferred tax assets principally arising from the net operating loss carry
forwards for income tax purposes multiplied by an expected rate of 35%. As management of the Company cannot determine
that it is more likely than not that we will realize the benefit of the deferred tax assets, a valuation allowance equal to the net
deferred tax asset has been established at December 31, 2010 and 2009. The significant components of the deferred tax asset
at December 31, 2010 and 2009 were as follows (in thousands):
Operating loss carry forward ............................................
Unamortized exploration expense.....................................
Fixed asset depreciation....................................................
Deductible stock based compensation ..............................
Deductible temporary difference. . . . . . . . . . . . . . . . . . . .
Taxable temporary difference - development costs ..........
Net deductible temporary difference ................................
Deferred tax asset. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax asset valuation allowance . . . . . . . . . . . . . .
Net deferred tax asset. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2010
December 31,
2009
$ 110,306
11,572
(37)
2,275
$ 124,116
(41,917)
82,199
28,770
(28,770)
—
$
$
$
$
$ 92,086
10,899
(105)
902
$ 103,782
(32,502)
71,280
24,948
(24,948)
—
$
$
$
$
At December 31, 2010 and 2009 we had net operating loss carry forwards of approximately $110.3 million and
$92.1 million, respectively, which expire in the years 2017 through 2030. The change in the allowance account from
December 31, 2009 to December 31, 2010 was $3.8 million and the change between December 31, 2009 and December 31,
2008 was $3.3 million.
NOTE 10—COMMITMENTS AND CONTINGENCIES
Mt. Hope Project
The Mt. Hope Lease may be terminated upon the expiration of its 30-year term, earlier at the election of the LLC, or
upon a material breach of the agreement and failure to cure such breach. If the LLC terminates the lease, termination is
effective 30 days after receipt by MHMI of written notice to terminate the Mt. Hope Lease and no further payments would be
due to MHMI. In order to maintain the lease, the LLC must pay certain deferral fees and advance royalties as discussed
below.
70
The Mt. Hope Lease Agreement requires a royalty advance (“Construction Royalty Advance”) of 3% of certain
construction capital costs, as defined in the Mt. Hope Lease. The LLC is obligated to pay a portion of the Construction
Royalty Advance each time capital is raised for the Mt. Hope Project based on 3% of the expected capital to be used for those
certain construction capital costs defined in the lease. Through December 31, 2010, we have paid $4.2 million of the total
Construction Royalty Advance. We paid an additional $0.6 million in early 2011 as a result of the exercise of outstanding
warrants. Based on our Project Capital Estimate we estimate that $17.9 million remains unpaid related to the Construction
Royalty Advance. Based on the current estimate of raising capital and developing and operating the mine, we believe that
50%, or $9.0 million, of the LLC’s remaining Construction Royalty Advance will be paid on October 19, 2011. The
remaining 50% must be paid on or before October 19, 2012.
Once the Construction Royalty Advance has been paid in full, the LLC is obligated to pay an advance royalty
(“Annual Advance Royalty”) each October 19 thereafter in the amount of $0.5 million per year. The Construction Royalty
Advance and the Annual Advance Royalty are collectively referred to as the “Advance Royalties.” All Advance Royalties
are credited against the MHMI Production Royalties (as hereinafter defined) once the mine has achieved commercial
production. After the mine begins production, the LLC estimates that the Production Royalties will be in excess of the
Annual Advance Royalties for the life of the project and, further, the Construction Royalty Advance will be fully recovered
(credited against MHMI Production Royalties) by the end of 2015.
Deposits on project property, plant and equipment
At December 31, 2010, we have a contract to purchase two electric shovels that is cancellable and has no firm
schedule of payments. We also have a non-binding letter of agreement on 24 haul trucks that establishes our priority for
delivery. Both agreements provide for the then current pricing using market indices upon initiation of an order. We have
active orders with varying stages of fabrication on milling process equipment comprised of two 230kV primary transformers
and substation, a primary crusher, a semi-autogenous mill, two ball mills, and various motors for the mills. We have
suspended fabrication on 16 flotation cells, lime slaking equipment, hydrocyclones, and other smaller milling process
equipment with the ability to re-initiate fabrication at any time. We have completed negotiations with the manufacturer of
two multi-hearth molybdenum roasters to terminate its fabrication of this equipment and receive finished goods of the
partially completed order. We plan to re-establish a new purchase order with this manufacturer as financing becomes
available and equipment procurement is restarted under then current market terms and conditions.
The following table sets forth the LLC’s cash commitments under mining and milling equipment contracts
(collectively, “Purchase Contracts”) at December 31, 2010 (in millions):
Year
2011
2012
2013
2014
Total (1)
As of December
31, 2010
$
2.0
14.0
—
—
16.0
$
Obligations under capital and operating leases
We have contractual obligations under capital and operating leases that will require a total of $0.7 million in
payments over the next three years. Assets under capital lease relate to light vehicles leased by the Company for use in
operations. Operating leases consist primarily of rents on office facilities and office equipment. Our expected payments are
$0.4 million, $0.2 million and $0.1 million for the years ended December 31, 2011, 2012 and 2013, respectively. We
incurred charges of $0.3 million as of December 31, 2010 in amortization on assets under capital lease.
Creation of Agricultural Sustainability Trust
On August 19, 2010, the LLC entered into an agreement with the Eureka Producers’ Cooperative (the ”EPC”)
whereby Eureka Moly will fund a Sustainability Trust (the “Trust”) in exchange for the cooperation of the EPC with respect
to Eureka Moly’s water rights and permitting of the Mt. Hope Project. The Trust will be tasked with developing and
implementing programs that will serve to enhance the sustainability and well-being of the agricultural economy in the
Diamond Valley Hydrographic Basin through reduced water consumption, which may include the Trust purchasing and
71
relinquishing water rights in Diamond Valley to help bring the Diamond Valley basin into a more sustainable water balance.
The Trust’s activities will be governed by a five member Board including one Eureka Moly representative.
The Trust may be funded by Eureka Moly in the amount of $4.0 million, contributed to the Trust over several years,
contingent on the achievement of certain milestones. The achievement of these milestones is considered to be probable as of
December 31, 2010. As such, the $4.0 million has been accrued in the Company’s December 31, 2010 financial statements.
At least 50% of the contributions would be provided upon receipt of all permits, full financing and the Company’s Board of
Directors’ decision to proceed with construction. The remaining payments would be split evenly with one payment due no
later than 150 days from the commencement of commercial production at the Mt. Hope Project and the remaining payment
due one year thereafter.
Permitting Considerations
In the ordinary course of business, mining companies are required to seek governmental permits for expansion of
existing operations or for the commencement of new operations. The LLC will be required to obtain a Record of Decision
from the BLM authorizing implementation of the Mt. Hope Project POO. This approval can be obtained only after
successful completion of the National Environmental Policy Act process of environmental evaluation, which incorporates
substantial public comment. The LLC will also need to obtain various state and federal permits including water protection,
air quality, water rights and reclamation permits In addition to requiring permits for the development of the Mt Hope mine,
we will need to obtain and modify various mining and environmental permits during the life of the project. Obtaining,
modifying, and renewing the necessary governmental permits is a complex and time-consuming process involving numerous
jurisdictions and often involving public hearings and substantial expenditures. The duration and success of our efforts to
obtain, modify or renew permits will be contingent upon many variables, some of which are not within our control.
Increased costs or delays could occur, depending on the nature of the activity to be permitted and the interpretation of
applicable requirements implemented by the permitting authority. All necessary permits may not be obtained and, if
obtained, may not be renewed, or the costs involved in each case may exceed those that we previously estimated. It is
possible that the costs and delays associated with compliance with such standards and regulations could become such that we
would not proceed with the development or operation of the Mt Hope Mine.
Environmental Considerations
Our mineral property holdings in Shoshone County, Idaho include lands contained in mining districts that have been
designated as “Superfund” sites pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act.
This “Superfund Site” was established to investigate and remediate primarily the Bunker Hill properties of Smelterville,
Idaho, a small portion of Shoshone County where a large smelter was located. However, because of the extent of
environmental impact caused by the historical mining in the mining district, the Superfund Site covers the majority of
Shoshone County including our Chicago-London and Little Pine Creek properties (which are distant from the original smelter
location) as well as many small towns located in Northern Idaho. We have conducted a property environmental investigation
of these properties which revealed no evidence of material adverse environmental effects at either property. We are unaware
of any pending action or proceeding relating to any regulatory matters that would affect our financial position due to these
inactive mining claims in Shoshone County.
NOTE 11—UNAUDITED SUPPLEMENTARY DATA
The following is a summary of selected quarterly financial information (unaudited):
Year Ended December 31, 2010
(in thousands, except per share
amounts)
Loss from operations
Other income
Net loss
Basic and diluted net loss per share
Year Ended December 31, 2009
Loss from operations
Other income
Net loss
Basic and diluted net loss per share
Q2
$(3,165)
(36)
(3.201)
$(0.04)
$(2,890)
-
(2,890)
$(0.04)
Q3
$(7,266)
(60)
(7,326)
$(0.09)
$(2,356)
7
(2,349)
$(0.03)
Q4
$(3,303)
(56)
(3,359)
$(0.05)
$(2,152)
16
(2,136)
$(0.03)
Q1
$(2,846)
1
(2,845)
$(0.04)
$(3,111)
8
(3,103)
$(0.04)
72
NOTE 12—SUBSEQUENT EVENTS
As disclosed in Note 5, on January 3, 2011, Coghill exercised their warrants for $15.6 million. As of February 14,
2011, 5,183,209 of the warrants outstanding at December 31, 2010 were exercised at a weighted-average price of $3.68 per
warrant and 80,000 warrants were exercised in a cashless exchange resulting in $19.1 million in cash proceeds to the
Company.
As discussed in Note 4, on December 21, 2010, the Company and JMC executed an amendment to their original
agreement allowing JMC to extend the payment date for the second installment payment by making a $15,000 payment on or
before December 26, 2010 and paying the sum of $285,000 on or before January 25, 2011. JMC remitted the remaining
$285,000 to the Company in January 2011 in full payment of the second installment, allowing them to retain the option on
the Turner Gold Property through December 26, 2011.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of our management, including our
principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by
this Annual Report on Form 10-K. Based on the foregoing, our management concluded that our disclosure controls and
procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms and such information is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, to allow timely decisions regarding required
disclosure.
There was no change in our internal control over financial reporting that occurred during the quarter ended
December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting
for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the
reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America. Internal control over financial reporting includes
maintaining records that in reasonable detail accurately and fairly reflect the Company’s transactions; providing reasonable
assurance that transactions are recorded as necessary for preparation of the Company’s financial statements; providing
reasonable assurance that receipts and expenditures of the Company’s assets are made in accordance with management’s
authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of the Company’s assets
that could have a material effect on the financial statements would be prevented or detected on a timely basis. Because of its
inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement
of the Company’s financial statements would be prevented or detected.
Management conducted its evaluation of the effectiveness of the Company’s internal controls over financial
reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal
control over financial reporting was effective as of December 31, 2010.
The effectiveness of the Company’s assessment of internal control over financial reporting as of December 31, 2010
has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report
which appears herein.
73
ITEM 9B. OTHER INFORMATION
2010 Executive Incentive Payments
On February 25, 2011, the compensation committee of the Board and the Board approved the following incentive
compensation for 2010 to our named executive officers as indicated below.
Executive
Title
Incentive Payment
Bruce D. Hansen
Chief Executive Officer
David A. Chaput
Chief Financial Officer
Robert I. Pennington
VP Engineering
Lee M. Shumway
Controller and Treasurer
R. Scott Roswell
Corporate Counsel – VP Human Resources
$111,375
$ 45,375
$ 41,250
$ 32,175
$ 12,251
In addition, the Board authorized the following incentive compensation for our named executive officers to be
vested and payable on the events designated with respect to the Mt. Hope Project.
Release of Draft
Environmental
Impact Statement
Proof
Publication
of Draft
Environmental
Impact Statement
Issuance of
Record of
Decision By the
BLM
Satisfaction of
Conditions Precedent
to the Initial Advance
of the Project Finance
Bank Loan
Executive
Bruce D. Hansen
$ 22,613
$ 33,919
David A. Chaput
Robert I. Pennington
Lee M. Shumway
R. Scott Roswell
$
$
$
9,213
8,375
6,533
2,487
$ 13,819
$ 12,563
$ 9,799
$ 3,731
$56,531
$23,031
$20,938
$16,331
$ 6,218
$ 113,063
$ 46,063
$ 41,875
$ 32,663
$ 12,437
Separation and Release Agreement
On February 25, 2011, the compensation committee of the Board approved a Separation and Release Agreement
between the Company and Gregory E. McClain, who has announced his intention to retire from the Company effective
March 31, 2011. In addition, Mr. McClain will receive $65,000 related to a performance incentive award, and a financing
recognition award for work in connection with the Hanlong transaction. The Company also agreed to accelerate the vesting
of the remaining 20,000 of Mr. McClain’s February, 2009 grant of stock appreciation rights from February 5, 2012, to his
retirement date of March 31, 2011. The arrangements with Mr. McClain are subject to his signing a definitive separation and
release agreement and passage of statutory revocation periods.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding directors and executive officers of registrant is presented under the heading “Directors and
Executive Officers” in our definitive proxy statement for use in connection with the 2011 Annual Meeting of Stockholders
PART III
74
(“2010 Proxy Statement”) to be filed within 120 days after our fiscal year ended December 31, 2010, and is incorporated
herein by this reference thereto.
Information regarding Section 16(a) beneficial ownership reporting compliance report is presented under the
heading “Section 16(a) Beneficial Ownership Reporting Compliance” in our 2011 Proxy Statement, and is incorporated
herein by this reference thereto. Information regarding our code of ethics is presented under the heading “Code of Business
Conduct and Ethics” in our 2011 Proxy Statement, and is incorporated herein by reference thereto. Information regarding our
Audit Committee, Finance Committee and our Nominating Committee is presented under the heading “The Board of
Directors, Board Committees and Director Independence” in our 2011 Proxy Statement, and is incorporated herein by
reference thereto.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is presented under the heading “Executive Compensation” in our
2011 Proxy Statement, and is incorporated herein by this reference thereto.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information regarding certain information with respect to our equity compensation plans as of December 31, 2010 is
set forth under the heading “Equity Compensation Plan Information” in our 2011 Proxy Statement, and is incorporated herein
by this reference thereto.
Information regarding security ownership of certain beneficial owners and management is set forth under the
heading “Voting Securities and Principal Holders” in our 2011 Proxy Statement, and is incorporated herein by this reference
thereto.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information regarding certain relationships and related transactions is presented under the heading “Certain
Relationships and Related Transactions” in our 2011 Proxy Statement, and is incorporated herein by this reference thereto.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information regarding principal accounting fees and services is presented under the headings “Audit Fees”, “Audit-
Related Fees”, “Tax Fees”, and “All Other Fees” in our 2011 Proxy Statement, and is incorporated herein by this reference
thereto.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1)
Financial Statements
PART IV
See the Index to Consolidated Financial Statements included on page 44 for a list of the financial statements
included in this Form 10-K.
(2)
Financial Statement Schedules
Financial statement schedules are omitted because they are not required or are not applicable.
(3)
Exhibits
Exhibit
Number Description
3.1†
Certificate of Incorporation (Filed as Exhibit 3.1 to our Current Report on Form 8-K filed on October 5,
2007.)
75
Exhibit
Number Description
3.2†
3.3†
4.1†
4.2†
4.3†
4.4†
10.1†
10.2†
10.3†
10.4†
10.5†
10.6†
10.7†
Certificate of Designation of Series A Junior Participating Preferred Stock (Filed as Exhibit 3.1 to our Current
Report on Form 8-K filed on March 5, 2010.)
Amended and Restated Bylaws (Filed as Exhibit 3.2 to our Current Report on Form 8-K filed on March 5,
2010.)
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.)
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.)
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.)
Rights Agreement, dated March 4, 2010, between the Company and Registrar and Transfer Company, as
Rights Agent (Filed as Exhibit 4.1 to our Current Report on Form 8-K filed on March 5, 2010.)
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.)
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.)
Amendment to Lease Agreement, made effective as of November 20, 2007, between the Company and Mount
Hope Mines, Inc. (Filed as Exhibit 10.3 to our Annual Report on Form 10-KSB filed on March 21, 2008.)
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.)
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.)
Securities Purchase Agreement, dated as of November 19, 2007, between the Company and ArcelorMittal
S.A. (Filed as Exhibit 10.6 to our Annual Report on Form 10-KSB filed on March 21, 2008.)
Consent and Waiver Agreement, dated April 16, 2010, by and between the Company and ArcelorMittal S.A.
(Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2010.)
10.8†+ 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.)
First Amendment to Amended and Restated Employment Agreement, dated effective as of January 1, 2009,
between the Company and Bruce D. Hansen (Filed as Exhibit 10.8 to our Annual Report on Form 10-K filed
on February 27, 2009)
10.9†+
10.10†+ Second Amendment to the Amended and Restated Employment Agreement, dated effective as of February 27,
2009, between the Company and Bruce D. Hansen (Filed as Exhibit 10.1 to our Current Report on Form 8-K
filed on March 5, 2009.)
10.11†+ 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.)
10.12†+ First Amendment to Employment Agreement, dated effective as of January 1, 2009, between the Company
and David A. Chaput (Filed as Exhibit 10.10 to our Annual Report on Form 10-K filed on February 27, 2009.)
10.13†+ Second Amendment to the Employment Agreement, dated effective as of February 27, 2009, between the
Company and David A. Chaput (Filed as Exhibit 10.2 to our Current Report on Form 8-K filed on March 5,
2009.)
10.14†+ Form of Indemnification Agreement (Filed as Exhibit 10.18 to our Current Report on Form 8-K filed on
October 5, 2007.)
10.15†+ General Release and Settlement Agreement between the Company and Robert L. Russell entered into on
October 1, 2007 (Filed as Exhibit 10.10 to our Annual Report on Form 10-KSB filed on March 21, 2008.)
10.16†+ Consulting and Advisory Agreement between the Company and Robert L. Russell entered into on October 1,
2007 (Filed as Exhibit 10.11 to our Annual Report on Form 10-KSB filed on March 21, 2008.)
10.17†+ Letter Agreement dated December 16, 2008, between the Company and Robert L. Russell (Filed as Exhibit
10.14 to our Annual Report on Form 10-K filed on February 27, 2009.)
10.18†+ 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)
10.19†+ 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)
76
Exhibit
Number Description
10.20†+ First Amendment to 2003 Stock Option Plan of the Company, dated effective as of January 1, 2009 (Filed as
Exhibit 10.17 to our Annual Report on Form 10-K filed on February 27, 2009.)
10.21†+ General Moly, Inc. 2006 Equity Incentive Plan, as Amended and Restated (Filed as Exhibit 10.1 to our
Registration Statement on Form S-8 filed on May 21, 2010.)
10.22†+ 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.)
10.23†+ 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.)
10.24†+ Form of Non-Employee Option Award Agreement (Filed as Exhibit 99.1 to our Registration Statement on
10.25†+
10.26†+
Form S-8 filed on January 12, 2007.)
Form of Employee Stock Option Agreement (Filed as Exhibit 99.2 to our Registration Statement on Form S-8
filed on January 12, 2007.)
Form of Stock Appreciation Right Grant Notice and Agreement under the Company’s 2006 Equity Incentive
Plan (Filed as Exhibit 10.3 to our Current Report on Form 8-K filed on March 5, 2009.)
10.27†+ Form of Restricted Stock Unit Agreement under 2006 Equity Incentive Plan of the Company (Filed as Exhibit
10.28†*
10.4 to our Quarterly Report on Form 10-Q Filed on October 29, 2010.)
Molybdenum Supply Agreement between General Moly and ArcelorMittal Purchasing SAS, dated as of
December 28, 2007 Extension Molybdenum Supply Agreement, dated as of April 16, 2010, by and between
the Company and ArcelorMittal S.A.
10.29† Contribution Agreement between Nevada Moly, LLC, a wholly-owned subsidiary of the Company (“Nevada
Moly”), Eureka Moly, LLC, and POS-Minerals Corporation (Filed as Exhibit 10.20 to our Quarterly Report
on Form 10-Q filed on May 7, 2008.)
10.30† Amended and Restated Limited Liability Company Agreement of Eureka Moly, LLC (Filed as Exhibit 10.20
to our Quarterly Report on Form 10-Q filed on May 7, 2008.)
10.31† Amendment No. 1 to Limited Liability Company Agreement of Eureka Moly, LLC, dated as of October 28,
10.32†
10.33†
2008, between Nevada Moly, LLC and POS-Minerals Corporation (Filed as Exhibit 10.27 to our Annual
Report on Form 10-K filed on February 27, 2009.)
Amendment No. 2 to Limited Liability Company Agreement of Eureka Moly, LLC, dated as of January 20,
2010, between Nevada Moly, LLC and POS-Minerals Corporation (Filed as Exhibit 10.3 to our Current
Report on Form 8-K filed on January 25, 2010.)
Third Installment Election, dated as of March 3, 2010, between Nevada Moly, LLC and POS-Minerals
Corporation (filed as Exhibit 10.4 to our Current Report on Form 8-K filed on March 5, 2010.)
10.34† Guarantee and Indemnity Agreement, dated February 26, 2008, by POSCO Canada Ltd., in favor of Nevada
Moly, LLC and the Company (Filed as Exhibit 10.20 to our Quarterly Report on Form 10-Q filed on May 7,
2008.)
10.35†* Molybdenum Supply Agreement between the Company and SeAH Besteel Corporation, dated as of May 14,
2008 (Filed as Exhibit 10.25 to our Quarterly Report on Form 10-Q filed on August 4, 2008.)
10.36†* Molybdenum Supply Agreement between the Company and Sojitz Corporation, dated as of August 8, 2008
(Filed as Exhibit 10.26 to our Quarterly Report on Form 10-Q filed on November 3, 2008.)
10.37†+ Employment Agreement, dated as of October 5, 2007, between the Company and Robert I. Pennington (Filed
as Exhibit 10.33 to our Annual Report on Form 10-K filed on February 27, 2009.)
10.38†+ First Amendment to Employment Agreement, dated effective as of January 1, 2009, between the Company
and Robert I. Pennington (Filed as Exhibit 10.34 to our Annual Report on Form 10-K filed on February 27,
2009.)
10.39†+ Employment Agreement, dated as of July 25, 2007, between the Company and Gregory E. McClain (Filed as
Exhibit 10.35 to our Annual Report on Form 10-K filed on February 27, 2009.)
10.40†+ First Amendment to Employment Agreement, dated effective as of January 1, 2009, between the Company
and Gregory E. McClain (Filed as Exhibit 10.36 to our Annual Report on Form 10-K filed on February 27,
2009.)
10.41†+ Change of Control Severance Agreement, dated effective as of April 23, 2009, between the Company and
Robert Pennington (Filed as Exhibit 10.42 to our Quarterly Report on Form 10-Q filed on May 1, 2009.)
10.42†+ Change of Control Severance Agreement, dated effective as of April 23, 2009, between the Company and
Gregory E. McClain (Filed as Exhibit 10.43 to our Quarterly Report on Form 10-Q filed on May 1, 2009.)
10.43†+ Form of Stay Bonus Agreement for Bruce D. Hansen, David A. Chaput, Robert I. Pennington and Gregory E.
McClain (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on May 12, 2009.)
10.44†+ Stay Bonus Agreement for Lee M. Shumway (Filed as Exhibit 10.48 to our Annual Report on Form 10-K filed
on March 5, 2010.)
77
Exhibit
Number Description
10.45†+ Employment Agreement, dated November 6, 2007, between the Company and Lee M. Shumway (Filed as
10.46†+
10.47†
10.48†
10.49†
10.50†
10.51†
10.52†
10.53†
10.54†*
10.55†
10.56†
10.57†
10.58†
10.59†
10.60+
10.61+
14.1†
16.1†
21.1
23.1
31.1
31.2
32.1
32.2
Exhibit 10.49 to our Annual Report on Form 10-K filed on March 5, 2010.)
Change of Control Severance Agreement, dated effective as of March 16, 2009, between the Company and
Lee M. Shumway (Filed as Exhibit 10.50 to our Annual Report on Form 10-K filed on March 5, 2010.)
Securities Purchase Agreement between the Company and Hanlong (USA) Mining Investment, Inc., dated
March 4, 2010 (Filed as Annex B to our Definitive Proxy Statement filed on April 6, 2010.)
Amendment No. 1 to Securities Purchase Agreement, dated July 30, 2010, between the Company and Hanlong
(USA) Mining Investment, Inc. (Filed as Exhibit 10.1 to our Current Report on Form 10-Q for the quarter
ended September 30, 2010.)
Amendment No. 2 to Securities Purchase Agreement, dated as of October 26, 2010, between the Company and
Hanlong (USA) Mining Investment, Inc. (Filed as Exhibit 10.3 to our Registration Statement on Form S-3
filed on November 23, 2010.)
Stockholder Agreement, dated as of December 20, 2010, between the Company and Hanlong (USA) Mining
Investment, Inc. (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2010.)
Bridge Loan Agreement between the Company and Hanlong Mining Investment, Inc., dated March 4, 2010
(Filed as Annex C to our Definitive Proxy Statement filed on April 6, 2010.)
Amendment No. 1 to Bridge Loan Agreement, dated July 30, 2010 between the Company and Hanlong (USA)
Mining Investment, Inc.
Pledge Agreement between Nevada Moly, LLC and Hanlong (USA) Mining Investment, Inc., dated March 4,
2010 (Filed as Annex D to our Definitive Proxy Statement filed on April 5, 2010.)
Molybdenum Supply Agreement, dated as of March 4, 2010, by and among the Company and Nevada Moly,
LLC, China Han Long Mining Development Limited and Hanlong (USA) Mining Investment, Inc.
Stockholder Agreement between the Company and Hanlong (USA) Mining Investment, Inc. dated December
20, 2010 (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2010.)
Common Stock Purchase Warrant, dated April 16, 2010, issued to CCM Qualified Master Fund, Ltd. (Filed as
Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2010.)
Common Stock Purchase Warrant, dated April 16, 2010, issued to Coghill Capital Management, L.L.C. (Filed
as Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2010.)
Agreement to Reprice and Exercise Warrants between the Company and CCM Master Qualified Fund, Ltd.
Dated December 21, 2010 (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 5, 2011.)
Agreement to Reprice and Exercise Warrants between the Company and CCM Special Holdings Fund, L.P.
Dated December 21, 2010 (Filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 5, 2011.)
Cooperation Agreement, dated August 10, 2010, by and between Eureka Moly, LLC and the Eureka Producers
Cooperative (Filed as Exhibit 10.1 to our Current Report on Form 8-K/A, filed on August 26, 2010.)
Employment Offer Letter dated August 17, 2010, by and between General Moly, Inc. and Scott Roswell (Filed
herewith.)
Change of Control Severance Agreement, dated effective as of September 16, 2010, between the Company
and Robert Scott Roswell (Filed herewith.)
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.)
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.)
Subsidiaries of General Moly, Inc. (Filed herewith)
Consent of PricewaterhouseCoopers LLP (Filed herewith)
Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a) (Filed herewith)
Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a) (Filed herewith)
Certification of CEO pursuant to Section 1350 (Furnished herewith)
Certification of CFO pursuant to Section 1350 (Furnished herewith)
† Previously filed as indicated and incorporated herein by reference.
+ Management contract.
* Confidential treatment has been granted for certain portions of this exhibit, and such confidential portions have been
separately filed with the Securities Exchange Commission.
78
Pursuant to the requirements of the Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized in Lakewood, Colorado on March 2, 2011.
SIGNATURES
GENERAL MOLY, INC.
/s/ Bruce D. Hansen
By:
Name: Bruce D. Hansen
Title: Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Exchange Act, this report has been signed below on March 2, 2011, by the
following persons, on behalf of the Registrant, and in the capacities indicated.
/s/ Bruce D. Hansen
Bruce D. Hansen
/s/ David A. Chaput
David A. Chaput
/s/ Lee M. Shumway
Lee M. Shumway
/s/ Patrick M. James
Patrick M. James
/s/ Ricardo M. Campoy
Ricardo M. Campoy
/s/ Mark A. Lettes
Mark A. Lettes
/s/ Gary A. Loving
Gary A. Loving
/s/ R. David Russell
R. David Russell
/s/ Richard F. Nanna
Richard F. Nanna
/s/ Gregory P. Raih
Gregory P. Raih
/s/ Andrew G. Sharkey
Andrew G. Sharkey
/s/ Hui (Steven) Xiao____________
Hui (Steven) Xiao
Chief Executive Officer and Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer)
Controller and Treasurer
(Principal Accounting Officer)
Chairman of the Board
Director
Director
Director
Director
Director
Director
Director
Director
79
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Investor Information
Investor Relations and Business
Development
Securities analysts, investment professionals and stockholders
with questions about stock ownership should be directed to
Seth Foreman, Director of Investor Relations, (303) 928-8599.
Stockholders may obtain additional copies of the Company’s
2010 Annual Report on Form 10-K filed with the Securities and
Exchange Commission (SEC) by visiting our website,
www.generalmoly.com, by sending an email to
info@generalmoly.com, or by writing to General Moly
at 1726 Cole Blvd., Suite 115, Lakewood, CO 80401.
Current or potential moly customers with questions about
molybdenum purchase agreements or strategic investments
into the Company or its assets should contact Seth Foreman,
Director of Investor Relations, (303) 928-8599.
Media Information
Media members with questions about the Company should
contact Zach Spencer, Manager of External Communications in
Elko, Nevada at (775) 748-6059
Stock Information
General Moly’s transfer agent is Registrar and Transfer
Company and can be reached at 10 Commerce Drive,
Cranford, NJ 07016. They can also be reached via phone at
1 (800) 368-5948. At March 31, 2011, the Company had
90.69 million shares outstanding and 94.61 million fully-
diluted shares outstanding.
General Moly trades under the symbol “GMO” on the NYSE
Amex and the Toronto Stock Exchange (TSX).
Prior to October 2007, the Company was named Idaho
General Mines, Inc. Share certificates representing Idaho
General Mines common stock continue to represent the
same number of shares of General Moly common stock.
Shareholders are not required to obtain new certificates.
Board of Directors
Forward Looking Statements
Statements herein that are not historical facts are “forward
looking statements” within the meaning of Section 27A of
the Securities Act of 1933, 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, operation and project development risks,
including the Company’s ability to obtain required permits
to commence production and its ability to raise required
financing, adverse governmental regulation and judicial
outcomes. The investments by Hanlong in our common stock
and the related financing with a Chinese bank and supply
agreement are subject to a number of conditions precedent
including, among other conditions described in our public
filings, receipt by us of required permits, approvals of Chinese
government authorities and negotiation of acceptable loan
terms, which may not be fulfilled. 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.
From left to right: R. David Russell, Gary A. Loving, Patrick M. James,
Bruce D. Hansen, Richard F. Nanna, Andrew G. Sharkey III, Gregory P.
Raih, Mark A. Lettes, Ricardo M. Campoy
Not pictured: Hui (Steven) Xiao
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2010Annual Report
General Moly, Inc.
1726 Cole Blvd., Suite 115
Lakewood, CO 80401
www.generalmoly.com
Printing
The editorial section of this Annual Report was
printed on FSC certifi ed Sterling Ultra, which is
10% post-consumer waste recycled fi ber and
is manufactured in accordance with a Forest
Stewardship Council (FSC) pilot program that
certifi es products made with high percentages
of post-consumer reclaimed materials. The
10-K portion of this Annual Report was printed
on a 40# FSC certifi ed white fi nancial opaque
paper. The inks used in this Annual Report are
Soya-based and recyclable.