General Moly, Inc.
Annual Report 2014

Plain-text annual report

Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-K xx ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 oo TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from to Commission file number: 001-32986 GENERAL MOLY, INC.(Exact Name of Registrant as Specified in Its Charter) Delaware91-0232000(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.) 1726 Cole Blvd., Suite 115Lakewood, CO80401(Address of principal executive offices)(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 shareNYSE MKT and Toronto Stock Exchange(Title of Each Class)(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 o No x 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 o No x 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 1934during 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 filingrequirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data Filerequired 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 shorterperiod that the registrant was required to submit and post such files). Yes x No o 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 becontained, 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 anyamendment to this Form 10-K. x Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer oAccelerated filer x Non-accelerated filer oSmaller reporting company o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x As of June 30, 2014, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $70,113,669 based on theclosing price as reported on the NYSE MKT. As of March 5, 2015, 93,088,979 shares of the registrant’s common stock, par value of $0.001 per share, were outstanding. Table of Contents DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s definitive proxy statement to be used in connection with its Annual Meeting of Stockholders and to be filed within120 days of December 31, 2014 are incorporated by reference into Part III, Items 10-14, of this report on Form 10-K. TABLE OF CONTENTS Page Part I ITEMS 1. & 2.BUSINESS AND PROPERTIES1 ITEM 1A.RISK FACTORS21 ITEM 1B.UNRESOLVED STAFF COMMENTS29 ITEM 3.LEGAL PROCEEDINGS29 ITEM 4.MINE SAFETY DISCLOSURES30 Part II ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES30 ITEM 6.SELECTED FINANCIAL DATA31 ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS32 ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK43 ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA45 ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE69 ITEM 9A.CONTROLS AND PROCEDURES69 ITEM 9B.OTHER INFORMATION70 Part III ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE71 ITEM 11.EXECUTIVE COMPENSATION71 ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS71 ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE71 ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES71 Part IV ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES71 SIGNATURES77 Table of Contents PART I ITEMS 1. & 2. BUSINESS AND PROPERTIES The Company References made in this Annual Report on Form 10-K to “we,” “our,” “us,” and the “Company” refer to General Moly, Inc. and its consolidatedsubsidiary Eureka Moly, LLC. We are 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 containsproven and probable molybdenum reserves totaling 1.4 billion pounds (1.1 billion pounds owned by us) of which 1.2 billion pounds (1.0 billion poundsowned by us) are estimated to be recoverable. We received federal and state of Nevada regulatory approvals in November 2012 and are in the process ofobtaining project financing for the Mt. Hope Project. In 2006, we acquired a second significant molybdenum and copper project, the Liberty Project(“Liberty Project”), located in Nye County, Nevada, which we wholly own. The Liberty Project is anticipated to become our second molybdenum and copperoperation, after commencement of commercial production at 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, expectedeconomics, and production and cost estimates of the project. Since publication of the BFS, we have revised several estimates, based primarily on engineeringprogress, which is approximately 65% complete at December 31, 2014. Our current estimates for the Mt. Hope Project capital cost requirements are referredto as the “Project Capital Estimate” and our current estimates for the Mt. Hope Project operating costs are referred to as the “Project Operating CostEstimate”. On January 16, 2014, we filed a technical report (the “January 2014 Technical Report”) prepared in accordance with National Instrument 43-101Standards of Disclosure for Mineral Projects of the Canadian Securities Administration (“NI 43-101”) for the Mt. Hope Project. The NI 43-101 is a codified setof rules and guidelines for reporting and displaying information related to mineral properties owned by, or explored by, companies which report these resultson stock exchanges within Canada. The completed report estimates molybdenum reserves and resources, production, capital and operating cost parameters,along with project economics, as discussed in “— Reserves and Mineralized Material” below. Project Ownership 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 ourinterest in the assets related to the Mt. Hope Project, including our lease of the Mt. Hope Project, into Eureka Moly, LLC (“the LLC”), and in February 2008entered into an agreement (“LLC Agreement”) for the development and operation of the Mt. Hope Project with POS-Minerals Corporation (“POS-Minerals”). Under the LLC Agreement, POS-Minerals owns a 20% interest in the LLC and General Moly, through Nevada Moly, LLC (“Nevada Moly”), a wholly-ownedsubsidiary, owns an 80% interest. The ownership interests and/or required capital 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 capital contributions to the LLC totaling $100.0 million duringthe year ended December 31, 2008 (“Initial Contributions”). Additional amounts of $100.7 million were received from POS-Minerals in December 2012,following receipt of major operating permits for the Mt. Hope Project, including the Record of Decision (“ROD”) from the U.S. Bureau of Land Management(“BLM”). In addition, under the terms of the original LLC Agreement, since commercial production at the Mt. Hope Project was not achieved by December 31,2011, the LLC will be required to return to POS-Minerals $36.0 million of its capital contributions (“Return of Contributions”), with no correspondingreduction in POS-Minerals’ ownership percentage. Effective January 1, 2015, as part of a comprehensive agreement concerning the release of the reserveaccount described below, Nevada Moly and POS-Minerals agreed that the $36.0 million will be due to POS-Minerals on December 31, 2020; provided that,at any time on or before November 30, 2020, Nevada Moly and POS-Minerals may agree in writing to extend the due date to December 31, 2021; and if thedue date has been so extended, at any time on or before November 30, 2021, Nevada Moly and POS-Minerals may agree in writing to extend the due date toDecember 31, 2022. If the repayment date is extended, the unpaid amount will bear interest at a rate per annum of LIBOR plus 5%, which interest shallcompound quarterly, commencing on December 31, 2020 through the date of payment in full. Payments of accrued but unpaid interest, if any, shall be madeon the repayment date. Nevada Moly may elect, on behalf of the Company to cause the Company to prepay, in whole or in part, the $36.0 million at anytime, without premium or penalty, along with accrued and unpaid interest, if any. The $36.0 million due to POS-Minerals will be reduced, dollar for dollar,by the amount of capital contributions required from POS-Minerals under approved budgets of the LLC, as discussed further below. If Nevada Moly does not 1Table of Contents fund its additional capital contribution in order for the LLC to make the required return to POS-Minerals of capital contributions set forth above, 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 estimatedto be 5%. In the latter case, Nevada Moly’s interest in the LLC is subject to dilution by a percentage equal to the ratio of 1.5 times the amount of the unpaidReturn of 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, 2014, the aggregate amount of deemed capital contributions of both parties was $1,075.9 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 orthe Company, as defined in the LLC Agreement, followed by a failure to use standard mining industry practice in connection with the development andoperation of the Mt. Hope Project as contemplated by the parties for a period of 12 consecutive months. If POS-Minerals puts its interest, Nevada Moly or itstransferee or surviving entity would be required to purchase the interest for 120% of POS-Minerals’ total contributions to the LLC, which, if not paid timely,would be subject to 10% interest per annum. In November 2012, the Company and POS-Minerals began making monthly pro rata capital contributions to the LLC to fund costs incurred asrequired by the LLC Agreement. The interest of a party in the LLC that does not make its monthly pro rata capital contributions to fund costs incurred issubject to dilution based on the Dilution Formula. The Company and POS-Minerals consented, effective July 1, 2013, to Nevada Moly accepting financialresponsibility for POS-Minerals’ 20% interest in costs related to Nevada Moly’s compensation and reimbursement as Manager of the LLC, and certainowners’ costs associated with Nevada Moly’s ongoing progress to complete project financing for its 80% interest, resulting in $2.9 million paid by NevadaMoly on behalf of POS-Minerals during the term of the consensual agreement, which ended on June 30, 2014. From July 1 to December 31, 2014, POS-Minerals once again contributed its 20% interest in all costs incurred by the LLC. Subject to the terms above, all required monthly contributions have beenmade by both parties. Effective January 1, 2015, Nevada Moly and POS-Minerals signed an amendment to the LLC agreement under which $36.0 million held by the LLCin a reserve account established in December 2012 will be released over the next few years for the benefit of the Mt. Hope Project. The reserve account willinitially fund a reimbursement of contributions made by the members during the fourth quarter of 2014, inclusive of $0.7 million to POS-Minerals and $2.7million to Nevada Moly. The funds will then be used to pay ongoing expenses of the LLC until the Company obtains full financing for its portion of the Mt.Hope Project construction cost, or until the reserve account is exhausted. Any remaining funds after financing is obtained will be returned to the Company. POS-Minerals remains obligated to make capital contributions for its 20% portion of equipment payments required by approved budgets of the LLC, andsuch amounts contributed by the reserve account on behalf of POS-Minerals will reduce, dollar for dollar, the amount of the Return of Contributions that theLLC is required to return to POS-Minerals, as described above. Permitting Completion and Project Status On November 16, 2012, the BLM issued its ROD authorizing development of the Mt. Hope Project. The ROD approves the Plan of Operations(“PoO”) for construction and operation of the mining and processing facilities and also grants the Rights-of-Way for a 230kV power transmission line,discussed below. Monitoring and mitigation measures identified in the ROD, developed in collaboration with the regulatory agencies involved throughoutthe permitting process, will avoid, minimize, and mitigate environmental impacts, and reflect the Company’s commitment to be good stewards of theenvironment. On February 15, 2013, Great Basin Resource Watch and the Western Shoshone Defense Project (“Plaintiffs”) filed a Complaint against the U.S.Department of the Interior and the BLM (“Defendants”) in the U.S. District Court, District of Nevada, seeking relief under the National Environmental PolicyAct (“NEPA”) and other federal laws challenging the BLM’s issuance of the ROD for the Mt. Hope Project. The Court allowed the LLC to intervene in thematter. On July 23, 2014, the U.S. District Court denied Plaintiffs’ motion for summary judgment in its entirety and on August 1, 2014 the Court enteredjudgment in favor of the Defendants and the LLC, and against Plaintiffs regarding all claims raised in the Complaint. On September 22, 2014, the Plaintiffs filed their notice of appeal to the U.S. Court of Appeals for the Ninth Circuit of the U.S. District Court’sdismissal. Plaintiffs submitted their Opening Brief on January 23, 2015 and Defendants and the LLC’s deadline to file their Response Brief is March 27,2015. All Mt. Hope Project permits remain in effect and the Company is confident in the BLM’s process and will continue to vigorously defend thissubsequent appeal of the ROD. On June 17, 2014, the LLC submitted an amendment to the approved PoO to reflect minor design changes that were identified during continuedengineering and the initial phases of construction, and on November 6, 2014, submitted minor revisions to the amendment. The BLM has determined that anEnvironmental Assessment (“EA”) is required under the NEPA to analyze and disclose environmental impacts associated with these changes. As per theNEPA regulatory framework, the decision to complete an 2Table of Contents EA means that BLM has preliminarily determined that impacts will not be significant. The BLM has initiated the EA process, completion of which isanticipated to culminate in issuance of a Finding Of No Significant Impact (“FONSI”). We expect this process to be completed in the first half of 2015. During the amendment review and preparation of the EA, the approved PoO remains in effect and the LLC is authorized to continue construction under thatexisting approval. The changes proposed in the amendment are similar to approved activities, and we do not anticipate any additional baseline studies ormitigation will be required. Ongoing changes to permits and the PoO during the life of mining operations are typical as design evolves and operations areoptimized. The State of Nevada Division of Environmental Protection (“NDEP”) issued a Reclamation Permit for the Mt. Hope Project on November 19, 2012,which authorizes surface disturbance and construction of facilities. The Reclamation Permit also approved the Phase 1 reclamation cost estimate ofapproximately $73.4 million and established bonding requirements based on this estimate. The BLM accepted the LLC’s reclamation surety bonding insatisfaction of financial guarantee requirements under the ROD for the Mt. Hope Project. The surety bond program remains funded with a cash collateralpayment of $5.6 million, which was reduced in November, 2014 to $4.6 million. On May 29, 2012, NDEP issued a Class II Air Quality Operating Permit for the Mt. Hope Project. This permit establishes operating restrictions andmonitoring requirements associated with specific air emission points. On November 26, 2012, NDEP issued a Water Pollution Control Permit (“WPC”) for the Mt. Hope Project. The WPC also approves the operationaland closure plans for the Mt. Hope Project, and establishes monitoring requirements. The LLC initiated cultural clearance activities at the Mt. Hope Project in early December 2012 upon receipt of an Archaeological ResourceProtection Act Permit issued by the State Archeologist at the Nevada State Office of the BLM. Cultural clearance is an important component of the LLC’scommitment to environmental protection and will be completed before major earthworks are done in any of the construction areas. The LLC has clearedpriority areas for initial construction and will continue mitigation throughout the disturbance footprint once project financing is in place to continueconstruction activities. Use of this phased approach is intended to allow the LLC to maintain uninterrupted construction progress once construction resumes. On January 2, 2013, the Public Utilities Commission of Nevada (“PUCN”) issued the LLC a permit to construct a 230kV power line thatinterconnects with Nevada Energy’s transmission system at the existing Machacek Substation located near the town of Eureka, Nevada and extend itapproximately 25 miles to the planned Mt. Hope Project’s Substation. In addition, the BLM approved the LLC’s surety bonds for reclamation of disturbanceassociated with construction of the 230kV power transmission line. The PUCN permit and approved bond allows the LLC to build the transmissioninfrastructure in a timely manner and provide the necessary capacity to power construction activities and Mt. Hope Project operations. Construction of thetransmission line will also include upgrades to the existing Machacek Substation near Eureka that will improve the reliability of electrical power to thecommunity. At full production the Mt. Hope Project will have a total electrical demand load of approximately 65 megawatts. Transmission capacity wassecured in 2008 and the LLC will negotiate electrical energy contracts prior to Mt. Hope Project commissioning activities, which will be available once thepower line is constructed and energized. On January 17, 2013, the Federal Energy Regulatory Commission approved an Engineering, Procurement and Construction Agreement contractbetween Nevada Energy and Mt. Wheeler Power. In turn, in early January 2013, the LLC put in place a contract with Mt. Wheeler Power to provide theinterconnect facilities to the Mt. Hope Project. The contract scope is to design and install the interconnect facility at the Machacek Substation, near the townof Eureka, to connect the LLC’s future 230kV power line to the utility. The LLC initiated preliminary construction activities on the Mt. Hope Project in early January 2013 including early wellfield development andclearing and grubbing of terrain. Completion of the wellfield and water distribution systems are key items necessary to begin major construction activities. Preliminary work also included clearing the open pit minesite, millsite, tailings dam and administrative office areas. Further activities have been suspendedas a result of the delay in financing for the Mt. Hope Project and will resume as financing becomes available. Capital & Operating Cost Estimates The development of the Mt. Hope Project has a Project Capital Estimate of $1,312 million, which includes development costs of approximately$1,245 million and $67 million in cash financial guaranty/bonding requirements, advance royalty payments, and power pre-payment estimates. Thesecapital costs were updated in the third quarter of 2012, and were then escalated by approximately 3% in the third quarter of 2013, for those items not yetprocured or committed to by contract. The Mt. Hope Project has not materially changed in scope and is currently designed at approximately 65%engineering completion, with solid scope definition. The pricing associated with this estimate remains subject to escalation associated with equipment,construction labor and commodity price increases, and project delays, which will continue to be reviewed periodically. The Project Capital Estimate doesnot include financing costs or amounts necessary to fund operating working capital and potential capital overruns, is subject to additional 3Table of Contents holding costs as the Company experiences delays in achieving its portion of financing for the Mt. Hope Project, and may be subject to other escalation andde-escalation as contracts and purchase arrangements are finalized at then current pricing. From October 2007 through the year ended December 31, 2014,the LLC spent approximately $273.6 million of the estimated $1,312 million on development of the Mt. Hope Project. The LLC’s Project Operating Cost Estimate forecasts molybdenum production of approximately 40 million pounds per year for the first five years ofoperations at estimated average direct operating costs of $6.28 per pound based on $90 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 also anticipated to average $7.00 perpound for the first 5 years. For a reconciliation of direct operating costs, a non-GAAP measure, to CAS, see “—Description of the Mt. Hope Project—Reservesand Mineralized Material—Production and Operating Cost Estimates” below. These cost estimates are based on 2013 constant dollars and are subject tocost inflation or deflation. Equipment and Supply Procurement Through December 31, 2014, the LLC has made deposits and/or final payments of $74.2 million on equipment orders, has spent approximately$187.4 million for the development of the Mt. Hope Project and has paid $12.0 million into an escrow arrangement for electricity transmission services, for atotal Mt. Hope Project inception-to-date spend of $273.6 million. In 2012, the LLC issued a firm purchase order for eighteen haul trucks. The order provides for delivery of those haul trucks required to performinitial mine development, which will begin several months prior to commercial production. Non-refundable down-payments of $1.2 million were made in2012, with pricing subject to escalation as the trucks were not delivered prior to December 31, 2013. During the third quarter of 2014, the LLC renegotiatedthe timelines for truck delivery, accepting a 4% price increase and delaying deliveries into December 2015. The contract is cancellable with no furtherliability to the LLC. Also in 2012, the LLC issued a firm purchase order for four mine production drills with a non-refundable down-payment of $0.4 million, and pricingwas subject to escalation if the drills were not delivered by the end of 2013. In the third quarter of 2014, the LLC accepted a change order which delayeddelivery into December 2015 and triggered a $0.3 million price increase. The contract remains cancellable with no further liability to the LLC. On June 30, 2012, the LLC’s contract to purchase two electric shovels expired. On July 11, 2012, we signed a letter of intent with the same vendorproviding for the opportunity to purchase the electric shovels at prices consistent with the expired contract, less a special discount in the amount of $3.4million to provide credit to the LLC for amounts paid as deposits under the expired contract. The letter of intent provides that equipment pricing will remainsubject to inflation indexes and guarantees production slots to ensure that the equipment is available when required by the LLC. In June 2014, the partiesagreed to extend the letter of intent through June 30, 2015. Termination of Agreements with Hanlong (USA) Mining Investment Inc. In March 2010, we signed a series of agreements with Hanlong (USA) Mining Investment, Inc. (“Hanlong”), an affiliate of Sichuan Hanlong Group, aprivately held Chinese company. The agreements formed the basis of a $745 million transaction that was intended to provide the Company with adequatecapital to contribute its 80% share of costs to develop the Mt. Hope Project. The agreements included a Securities Purchase Agreement (the “PurchaseAgreement”) that provided for the sale to Hanlong of shares of our common stock in two tranches that would have aggregated 25% of our outstanding stockon a fully diluted basis, conditioned on Hanlong procuring a project financing Term Loan from a Chinese bank; a Stockholder Agreement that providedHanlong representation on our Board, governed how Hanlong would vote its shares of the Company, and limited Hanlong’s ability to purchase or dispose ofour securities; and a Bridge Loan whereby Hanlong provided $10 million to the Company to preserve liquidity until availability of the Term Loan. Pursuantto the Purchase Agreement, in December, 2010, we issued 11.8 million shares of common stock for the first tranche to Hanlong, for a purchase price of $40million. After the share purchase, Hanlong became entitled to nominate one director to serve on our Board, and Nelson Chen was designated by Hanlong toserve in that capacity. We granted Hanlong registration rights with respect to those shares. The Company filed a Registration Statement on Form S-3 inDecember 2013, which, among other transactions included registration of the Hanlong shares, thereby allowing Hanlong to sell their shares to a third party. The registration statement was declared effective on January 29, 2014. In October 2012, we entered into an agreement with Hanlong for a Subordinated Debt Facility (“Sub Debt Facility”) of up to $125.0 million. Simultaneously with the execution of the Sub Debt Facility, the Company issued a warrant to Hanlong with a 2.5-year maturity to purchase ten million sharesof the Company’s common stock. In May 2013, the Company and Hanlong mutually agreed to terminate the Sub Debt Facility and warrant to provide theCompany with greater flexibility in securing an alternative strategic partner. As the warrant was fully vested and exercisable at the time of termination, thisresulted in an $11.5 million non-cash charge to the income statement for the remaining unamortized value associated with the issuance of the warrant. 4Table of Contents As a result of Hanlong’s failure to timely procure the Term Loan as required by the Purchase Agreement, in August 2013, the Company terminatedcertain agreements it had in place with Hanlong. In addition, as a result of the failure to procure the Term Loan, Hanlong was obligated to pay the Companya break fee of $10.0 million. The Company and Hanlong agreed to offset the break fee against the repayment of the $10.0 million Bridge Loan. Theoutstanding balance of the Bridge Loan and related accrued interest were recorded on the income statement as constructive receipt of break fee for $10.0million and forgiveness of debt of bridge loan interest for $0.8 million. Concurrently, the Company wrote off $6.4 million of debt issuance costs, as thosecosts were related to Hanlong’s obligation to procure the Term Loan to construct the Mt. Hope Project, and that obligation was released upon termination ofthe Purchase Agreement. In connection with the termination of the Hanlong agreements, most of the provisions of the Stockholder Agreement were also terminated. Underthe continuing provisions of the Stockholder Agreement, Hanlong’s right to designate one nominee to the Board continues until such time that Hanlong’sownership percentage falls below 10%. As of December 31, 2014, Hanlong owns approximately 13% of our outstanding common stock. In June, 2013, theBoard recommended the election of Mr. Chen as a Class III member, in the Board’s slate of nominees submitted to our stockholders, pursuant to theStockholder Agreement. He was elected by a vote of the stockholders at the Company’s 2013 Annual Meeting of Stockholders for a three-year term, expiringin June 2016. Liberty Project In March 2006, we purchased the Liberty Project in Nye County, Nevada, including water rights, mineral and surface rights, buildings and certainequipment, from High Desert Winds LLC. The Liberty Project includes the former Hall molybdenum and copper deposit that was mined by open pit methodsbetween 1982 and 1985 by the Anaconda Minerals Company (“Anaconda”) and, between 1988 and 1991, by Cyprus Metals Company (“Cyprus”). Inaddition, Equatorial Tonopah, Inc. mined copper from 1999 to 2000 on this property, although their operations were in a separate open pit. Much of themolybdenum 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 Project, effectively eliminating all third partyroyalties on the property. Additionally in 2007, we purchased all outstanding mineral claims associated with this property that were not previously ownedby us, thus giving us control over all mineral rights within the boundary of the Liberty Project. Since purchasing the Liberty Project, we have completed two drilling programs that, combined with previous evaluation work performed by formerowners, identified mineralization. In April 2008 we completed a pre-feasibility study that detailed initial capital and operating costs, anticipated mining andmilling rates and permitting requirements. In 2011, the Company released an updated NI 43-101 compliant resource estimate. Later the same year, a pre-feasibility study detailing updated resource estimates and project economics was released. Metallurgical and environmental work was advanced in 2013 withdedicated internal resources and $0.2 million in external costs. In 2014, the Company more closely examined the use of existing infrastructure and thecopper potential of the property. This work resulted in an updated NI 43-101 compliant pre-feasibility study, released in July 2014 which developed astatement of mineral reserves under the Canadian definitions. Those definitions are not consistent with U.S. definitions. Under Industry Guide 7, the LibertyProject deposit contains 309.2 million tons of mineralized material with a total molybdenum grade of 0.078% and a total copper grade of 0.098%. TheLiberty Project is considered to be a follow-on project to the Mt. Hope Project that the Company intends to actively pursue following development of the Mt.Hope Project, dependent on market conditions at that time. Other Mining 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 LittlePine Creek area of Shoshone County, Idaho, (b) six patented mining claims known as the Chicago-London group, located near the town of Murray inShoshone County, Idaho, (c) 34 unpatented mining claims in Marion County, Oregon, known as the Detroit property, and (d) 83 unpatented mining claims inSanders and Madison County, Montana. Our efforts at these properties are minimal and consume no significant financial resources. The total book value ofthese properties is approximately $0.1 million and the Company has retained production royalties of 1.5% of all net smelter returns on future production fromtwo undeveloped properties in Skamania County, Washington and Josephine County, Oregon, which were sold in 2012 and 2013, respectively. Corporate Information The Company was initially incorporated in Idaho under the name “General Mines Corporation” in 1925. We have gone through several namechanges 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 5Table of Contents subsidiary of Idaho General Mines, Inc. with General Moly, Inc. being the surviving entity. In connection with the Reincorporation, all of the outstandingsecurities of Idaho General Mines, Inc. were converted into securities of General Moly, Inc. on a one-for-one basis. For purposes of the Company’s reportingstatus with the U.S. Securities and Exchange Commission (“SEC”), General Moly, Inc. is deemed a successor to Idaho General Mines, Inc. Our common stockis traded on the NYSE MKT under the symbol “GMO” and, in February 2008, the Company began trading on the Toronto Stock Exchange (“TSX”) under thesame symbol. Our registered and principal executive office is located at 1726 Cole Blvd., Suite 115, Lakewood, Colorado 80401 and the phone number forthat 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 onForm 10-Q, Extensible Business Reporting Language (“XBRL”) documents, and any amendments to these reports under the heading “Investors” as soon asreasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also routinely post important information about theCompany on our website under the heading “Investors.” We do not incorporate the information on our website into this document and you should notconsider 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 theSEC at the Securities and Exchange Commission Public Reference Room at 100 F Street NE Washington, DC 20549. Information regarding the operation ofthe Public Reading Room may be obtained by calling the SEC at 1.800.732.0330. The SEC also maintains a website that contains our reports and otherinformation at www.sec.gov. Corporate Strategy and Objective Our corporate strategy has been to acquire and develop highly profitable advanced stage mineral deposits. Our near-term corporate objective is toprofitably develop and operate the Mt. Hope Project and to complete our evaluation and commence development of the Liberty Project. In the short-term, weare focused on obtaining financing required to complete the development of the Mt. Hope Project, while at the same time conserving our cash resources untilsuch financing is received. We believe we have the following business strengths that will enable us to achieve our objectives: · We have 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 development stage, is construction ready and fully permitted, and isanticipated to be one of the largest and lowest cost primary molybdenum projects in the world, driven, in part, by high ore grades that willbe processed early in the mine life. · Our Liberty Project has the potential to become a second, significant, molybdenum and copper operation and is wholly-owned by theCompany and royalty-free. · The Mt. Hope Project and the Liberty Project are located in Nevada, which has a long and ongoing history of large-scale, open pit miningoperations. · Both the Mt. Hope Project and the Liberty Project have near-by infrastructure for power, access roads, and water and have anenvironmentally sound design. · We have strong international support from the steel industry as evidenced by the strategic partnerships and off-take agreements we have inplace with several of the world’s largest steel companies. · We anticipate favorable long-term market fundamentals for molybdenum. Products We do not currently produce any products. When the Mt. Hope Project is developed, the LLC expects production of 40 million pounds ofmolybdenum per year over the first five years on average and approximately 1.2 billion pounds of molybdenum over the expected 41-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 thefuture, we may also consider producing ferromolybdenum (“FeMo”), which is also used by the steel industry and would make the Company a more completesupplier to the steel industry, and have designed the Mt. Hope Project plant to accommodate this process. 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. Themajor applications of molybdenum containing plain and low alloy steels are automotive body panels, construction steel and oil and gas pipelines. Whenadded to stainless steels, molybdenum imparts specialized corrosion 6Table of Contents 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, such as those used in jetturbine blades and other advanced aerospace engine components, molybdenum dramatically improves high temperature strength, thermal expansion andcontraction resistance and resistance to oxidation. The effects of molybdenum additions to steels are not readily duplicated by other elements and as such arenot significantly impacted by substitution of other materials. Other significant molybdenum applications include lubrication, catalytic sulfur reduction in petrochemicals, lighting, LCD activation screens, x-raygeneration, high temperature heat dissipation and high temperature conductivity. These areas represent the highest technical and value-added applicationsof molybdenum, but are also the most readily eliminable in times of technical or economic downturns. Competitive Conditions Molybdenum exploration, development and production is a competitive business. We anticipate competing worldwide with numerousmolybdenum suppliers 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 porphyrycopper production. Each of these two main categories of supply represents approximately 50% of the molybdenum produced annually, which was forecastby CPM Group to grow to 569 million pounds in 2015 and then to 607 million pounds in 2016. Although many companies produce molybdenum, some ofwhich also mine other minerals, approximately two-thirds of global production is concentrated among ten companies. When and if we commence production at either or both of our Mt. Hope Project and Liberty Project, our competitive position will be based on thequality 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 orebodies 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, amongother things, favorable logistics and stable geo-political climate, the large size of our combined ore resources and anticipated production rate capacity as wellas our intention to hire and retain a skilled workforce, and manage our costs. Employees The Company had a total of 26 employees, including 23 exempt and 3 hourly employees, as of December 31, 2014. Description of the Mt. Hope Project Overview The discussion in this section is based on the entire Mt. Hope Project, of which we own an 80% interest. The LLC is responsible for the developmentof the Mt. Hope Project. The Mt. Hope Project will include the development of an open pit mine, construction of a concentrator and a roaster, andconstruction of all related infrastructure to produce TMO, the most widely used 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 initialPoO, which the BLM accepted in September 2006. In December 2006, the BLM selected an environmental firm to complete the EIS for the Mt. HopeProject. The Company worked diligently with the environmental firm to complete the EIS, resulting in the ROD becoming effective on November 16, 2012. The Mt. Hope Project — the Mt. Hope Lease The Mt. Hope Project is owned/leased and will be operated by the LLC under the LLC Agreement. The LLC currently has a lease (“Mt. HopeLease”) with Mount Hope Mines, Inc. (“MHMI”) for the Mt. Hope Project for a period of 30 years from October 19, 2005 and for so long thereafter asoperations are being conducted on the property. The lease may be terminated earlier at the election of the LLC, or upon a material breach of the agreementand 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. If MHMI terminates the lease, termination is effective upon receipt of a notice of termination ofa material breach, representation, warranty, covenant or term contained in the Mt. Hope Lease and followed by failure to cure such breach within 90 7Table of Contents 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 underthe lease within 10 days of receipt of a notice of default. Located in Eureka County, Nevada, the Mt. Hope Project consists of 13 patented lode claims and one millsite claim, which are owned by MHMI andleased 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 unpatentedlode claims owned by the LLC. Patented claims are owned real property and unpatented claims are held subject to the paramount title of the United States ofAmerica (“U.S.”) and remain valid for as long as the claim contains a discovery of valuable minerals as defined by law and the holder pays the applicablefees. The Mt. Hope Lease is subject to the payment of certain royalties. See “Business—Description of the Mt. Hope Project—Royalties, Agreement andEncumbrances” below. In addition to the royalty payments, the LLC is obligated to maintain the property and its associated water rights, including thepayment 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 breachor failure to satisfy any of the terms of the Mt. Hope Lease or any activities or operations on the Mt. Hope property. 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 ofMHMI, which consent may be withheld at its sole discretion. If, however, the assignment takes the form of a pledge of our interest in the Mt. Hope Project forthe purpose of obtaining project financing, MHMI’s consent may not be unreasonably withheld. The Mt. Hope Lease further requires the LLC to keep theproperty 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 afterpayment 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 toMHMI 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 royaltypayments, as discussed in “ — Royalties, Agreements and Encumbrances” below. The Mt. Hope Lease also contains an after acquired property clause, which requires that any property acquired by the LLC within two miles of theboundary of the Mt. Hope Project be conveyed to MHMI if requested within a certain time period following notification of such acquisition. MHMI hasrequested that we maintain ownership of all new claims filed by the LLC, which now includes 1,412 unpatented lode claims. 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 locatedat the southern end of the northwest-trending Battle Mountain-Eureka mineral belt. Mt. Hope is approximately 2.6 miles due west of Nevada State Route 278(“Route 278”), and the Mt. Hope Project centers in sections 1 and 12, T22N-R51E and sections 12 and 13, T22N-R51½E. 8Table of Contents Royalties, Agreements and Encumbrances Advance Royalty The Mt. Hope Lease 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% ofthe expected capital to be used for those certain construction capital costs defined in the Mt. Hope Lease. Through December 31, 2014, we have paid $23.6million of the total Construction Royalty Advance. Based on our Mt. Hope Project capital budget we estimate that a final reconciliation payment on theCapital Construction Cost Estimate (the “Estimate”) will be due following the commencement of commercial production, after as-built costs are definitivelydetermined. The Company estimates, based on the revised capital estimate discussed above and the current timeline for the commencement of commercialproduction, that an additional $4.2 million will be due approximately 20 — 24 months after the commencement of construction. This amount was accrued asof December 31, 2014. The capital estimates may be subject to escalation in the event the Company experiences continued delays in obtaining fullfinancing for the Mt. Hope Project. The LLC is also obligated to make a minimum annual advance royalty payment (“Annual Advance Royalty”) of $0.5 million each October 19 forany year wherein commercial production has not been achieved or the MHMI Production Royalty (as hereinafter defined) is less than $0.5 million. Ascommercial production is not anticipated to commence until early 2018, the Company has accrued $1.5 million in Annual Advance Royalty payments whichwill be due in three $0.5 million installments in October 2015, 2016 and 2017, respectively. An additional installment of $0.5 million was paid inOctober 2014. The Estimate and the Annual Advance Royalty are collectively referred to as the “Advance Royalties.” All Advance Royalties are creditedagainst the MHMI Production Royalties once the mine has achieved commercial production. After the mine begins production, the LLC estimates that theMHMI Production Royalties will be in excess of the Annual Advance Royalties for the life of the Mt. Hope Project. Until the advance royalties are fullycredited, the LLC will pay one half of the calculated Production Royalty annually. Assuming a $12 molybdenum price, the Annual Advance Royalties areconsumed within the first five years of commercial production. 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 productionroyalty equal to the greater of: (i) $0.25 per pound of molybdenum metal (or the equivalent of some 9Table of Contents 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 ofproducts 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 ishigher 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 ofproducts 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 generallyto 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 allproducts, less certain direct out of pocket costs, charges and expenses actually paid or incurred by us in producing the products. (b) Exxon Production Royalty Exxon will receive a perpetual 1% royalty interest in and to all ores, metals, minerals and metallic substances mineable orrecoverable 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 paymentsreceived 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 permits. 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 Route 278. The land package includes the land between the project site and Route 278 makingthe project accessible from existing roads. Climate Climate in the area is moderate, with average highs in July of about 85 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 Route 278. The infrastructure requirements tosupport the mine and mill concentrator consist of bringing power and water to the property, commensurate with the operational requirements, includingdeveloping a water wellfield within the Kobeh Valley, constructing site access roads, constructing maintenance shops for the mine and plant administrativeoffices, constructing a potable water supply system, constructing septic leachfield systems, installing emergency power generators and liquid natural gastanks, and installing facilities for project communications. A 230kV power line is expected to be developed from the Machacek substation near Eureka tothe minesite. Water Rights and Surface Rights Planned water wells, located approximately 6 miles to the southwest of the planned operating facilities, are anticipated to supply approximately7,000 gallons per minute to the Mt. Hope Project. Exploration for water is sufficiently advanced to identify the source of water that will be used for allproject water needs, with final fresh water development to occur during the construction of the project. (See “—Permitting — Mt. Hope PermittingRequirements — Water Appropriation Permits—Nevada Division of Water Resources” below for a discussion of the current status of our applications forwater rights for use in the Mt. Hope Project). Surface rights on the Mt. Hope Project include BLM open range grazing rights; water rights are located in the vicinity of the Project. Two powerline easements cross within the property boundaries. An existing easement for a 345kV transmission line runs north-south on the western edge of theproperty and the other existing easement is a medium-voltage power line that runs east along the existing main access road that connects to Route 278 to theeastern property boundary. The LLC also has a right-of-way from the BLM for a microwave relay that provides network communications and voice radiocapability for the minesite and will provide improved cellular service to the surrounding community. 10Table of Contents 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 themountains range from approximately 6,800 feet for the crests of the Sulphur Spring range to over 10,000 feet for the Roberts Mountains. 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 and southwest ofthe Mt. Hope Project. Diamond and Pine Valleys are elongated in a north-south direction. Valleys are typically underlain by up to several thousand feet of unconsolidated to poorly consolidated alluvium. Mountains are characterized byextensive bedrock exposures. Soils are typically thin and poorly developed. Generally, groundwater in the mountains is hosted in fracture-controlled aquifers, while groundwater in the valleys is in porosity-controlled aquifers. The upper portions of the valleys are similar in nature and are characterized by slightly incised stream channels with no significant associatedfloodplain. The uplands and mountains have slopes ranging from moderate to steep (over 30 percent) with shallow to deep, moderately alkaline to mediumacidic 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 todeep and mildly to strongly alkaline. The surface textures range from silty clay loams to gravelly sandy loams and local sand. The permeability of thesesoils 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 themountain slopes, with the lower areas in the valley covered predominantly with sagebrush, shrubs, and 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 theeast and southeast of the Mt. Hope Project slope gently to elevations from 6,400 to 7,900 feet. Diamond Valley, situated to the south and east, isapproximately 6,000 feet in elevation. These physiographic attributes are typical of other major mines in Nevada. 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 coppermineralization were the focus of drilling activities by Phillips Petroleum in the early 1970s and by ASARCO and Gulf (“ASARCO”) in the mid-1970s, whichoutlined 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 completed69 drill 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 anadditional 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 drilledfour 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 hadevaluated the property, including drill core and drill data. We used this data as the basis for developing an evaluation of the Mt. Hope deposit. Theevaluation provided the basic engineering, plant design and other aspects of analysis of the Mt. Hope Project and outlined a positive operating process, wastedisposal, mine design and plan, preliminary Environmental Assessment (“EA”), permitting plan, operating and capital cost estimates, and the correspondingestimates of mineralized material. 11Table of Contents 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-Eurekamineral 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 avariety of igneous rocks derived from a common volcanic source. Quartz porphyry, the primary molybdenum host rock, is commonly veined withmolybdenite. Subordinate molybdenum mineralization also occurs in hornfels. The known orebody occurs in two zones of the quartz porphyry stock andhornfels wallrocks. The ore deposit is a molybdenum porphyry, which is classified as a “Climax - type” deposit. This type of deposit has well zoned molybdenummineralization. The molybdenum mineral content, termed grade zoning, surrounds the central area of the deposit and forms geometries that are circular inplan and arch shaped in section. Mt. Hope has two of these mineralized systems adjacent to each other. The mineral zones or “shells” consist of quartzporphyry and hornfels cross-cut by quartz stockwork veining containing molybdenite. Mineralization The main form of molybdenum mineralization that occurs within the orebody is molybdenite (MoS - molybdenum disulfide). Much of the knownmolybdenite is distributed around two lobes and offshoots of the main quartz porphyry stock and within two separate mineralized zones. A concentration ofhigher-grade mineralization is present between the eastern and western mineral zones. This overlap mineralization lies beneath the Mt. Hope Fault, and theupper, eastern edge is truncated by the fault surface. The overlap zone is interpreted as a rock volume that was mineralized by both mineral systems insequence, contributing to a greater intensity of stock work veining and additive molybdenum grades. Referred to as the Mt. Hope Fault Zone, this area isapproximately 1,300 feet in diameter and varies from 325 to 985 feet deep. This zone will be the target of open pit mining in the first 7 years of the project. During the 34 years of active mining, lower grade ore will be mined and stockpiled for processing during 8 years following the completion of mining. Exploration The majority of the exploration activities were completed prior to leasing the property from MHMI. However, 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 engineeringinformation for items such as geotechnical design, hydrology, and condemnation for waste dumps and tailing ponds as well as infill drilling for orecalculation purposes. All core and assay results from the extensive drilling campaigns are available to the Company. Accordingly, this data has been incorporated into ahigh quality database and has been used to analyze and quantify the mineral resource. The drilling at the Mt. Hope Project has been predominatelyperformed by utilizing diamond core methods, and some reverse circulation (“RC”) in areas of condemnation and water well drilling. The drill hole databaseused in the current mineral resource estimate includes 267 holes drilled for a total of 324,634 feet of drilling; 247,893 feet of which is core and RC collar/corefinish, the remaining 76,741 feet is RC. Ore to Be Mined The table below summarizes the ore grades we expect to mill under our January 2014 Technical Report prepared in accordance with NI 43-101guidelines for the Mt. Hope Project: Mill Feed Ore Statistics Average Grade MoCategory Ktons Sulfide Mo% Recovery %Ore in Years 1-5122,0000.09289.8Ore in Years 1-10244,0000.08689.5Ore Life of Mine985,0000.07088.8 The modeled pit, including the above mineralized material and waste, contains an estimated 2.7 billion tons of total material. Based on theseestimates, from the inception of production through year 34, the mill will process 820 million tons of ore at an average ore grade of 0.076% SulfideMolybdenum (“Sulfide Mo”). During this time period low-grade ore totaling 165 million tons with an average ore grade of 0.039% Sulfide Mo will bestockpiled for later feed into the mill from years 34 through 41. Waste material 122Table of Contents totaling 1.7 million 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% Sulfide Mocutoff grade. In February, 2014, we announced the results of an internal study for operating the Mt. Hope Project in later years in a sustained lower molybdenumprice environment. The study considered an optional scenario which would provide ore for 24 years of mining and 30 years of milling, compared with thebase plan discussed above (34 years of mining and 41 years of milling). The optional scenario provides the LLC with flexibility to respond to a sustainedlower molybdenum price environment in later years, after the Mt. Hope Project is developed and operating. During the first nine years of production in thepit, there would be no meaningful change between the base and optional scenario developed by the study. The divergence would come in later years whenthe optional scenario could be implemented if lower molybdenum prices are sustained long-term. Mining The Mt. Hope Project is planned for production by conventional large-scale, hardrock, open-pit mining methods. The current mine plan provides forprimary loading with a fleet of two electric cable shovels, one hydraulic shovel, and one front-end loader. The mine fleet is expected to include 24 240-tontrucks by the end of the first full year of production. The LLC anticipates engaging a contractor to perform approximately 10 months of pre-productionstripping concurrent with the initial phases of construction of the Mt. Hope Project. 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 initial34 years of mining. The planned storage of low-grade ores is 165 million tons at a grade of 0.039% Mo. Process Overview The process circuit will include: · Primary Crusher & Coarse Ore Stockpile—The primary crusher will be located adjacent to the pit and crushed ore will be fed to a 70,000ton live capacity stockpile. · Semi-Autogenous Grinding (“SAG”) & Ball Mill Circuit—Ore will be reclaimed from the stockpile from up to four feeders and fed byconveyor to the SAG mill. The design will allow for the addition of a pebble crusher. Following the SAG mill, the ore will be ground to80% passing 150 micrometers in the two ball mills at an average daily processing rate of 66,688 tons. · Flotation Circuit—Following the grinding circuit, the ore will be processed in a conventional flotation plant. The molybdenum ore willbe treated through two banks of rougher/scavenger flotation, one stage of first cleaners followed by regrind, and six additional stages ofcleaner flotation. Some molybdenum concentrates with higher levels of included metals will be treated through a concentrate leach facilityto produce the cleaned, final molybdenum concentrate. Metallurgical results have indicated that an estimated mill recovery ofapproximately 89% is achievable across grades ranging from 0.04% through 0.1% molybdenum (“Mo”) with final concentrate grades ofapproximately 54% to 56% Mo. · Roaster Circuit—Molybdenum concentrate will be further processed in two multi-hearth roasters to produce technical grade molybdenumtrioxide product. The roasting facility will provide a fully integrated process. Tailing Facility The proposed mining and processing operation is expected to produce approximately 24 million tons of tailing (including sulfur dioxide scrubberresidue) per year. Approximately 990 million tons of tailing will be produced over the life of the project. The tailing storage facility layout provides for theconstruction of one tailing impoundment that will contain approximately 30 years of operations. A second facility is planned for the remaining years. Bothtailing impoundments will be constructed with plastic liners to provide for groundwater protection. Reserves and Mineralized Material Our January 2014 Technical Report, which contained an updated statement of reserves and mineralized material, revised the previous proven andprobable estimates supported by the 2007 BFS. The new statement establishes proven reserves totaling 320,473 13Table of Contents thousand tons of ore at an average grade of 0.084% molybdenum and probable reserves totaling 664,129 thousand tons of ore at an average grade of 0.063%molybdenum, summarized as follows: Statement of Reserves and Mineralized MaterialUnits = Short Tons Reserves Cutoff Grade Proven ReservesProbable Reserves Proven+Probable Reserves Sulfide Mo Ktons GradeSulfide MoKtonsGradeSulfide Mo Ktons GradeSulfide Mo 0.034%320,4730.084%664,1290.063%984,6020.070% Additional Mineralized Material Cutoff Grade Mineralized Material Sulfide Mo Ktons GradeSulfide Mo 0.025–0.03465,2430.033% Footnotes to Statements of Reserves and Mineralized Material Reserve tons are tabulated at the cutoff grade of 0.034% Sulfide Mo. The final reserve pit design completed in early 2014 was based on amolybdenum price of $12/lb molybdenum in the saleable form of molybdenum tri-oxide. As of December 31, 2014, the approximate three-yearbackward average price for molybdenum was $11.59/lb, according to Ryan’s Notes, a ferro-alloy industry news and pricing publication (and the spotprice for molybdenum on the same date was approximately $9.50/lb). The reserve at the Mt. Hope Project is based on a block model that utilized the statistical process of Indicator and Ordinary Linear Krigingconstrained by appropriate rock type and grade boundaries. Floating cone pit design algorithms were used to establish the guidelines to designeight phases and the reserve pit. Mine planning utilized conventional mine equipment to prepare detailed mine cost estimates. Mineralized material is tabulated within the same reserve pit outline at the cutoff grade of 0.025 — 0.034% Sulfide Mo. The metallurgical recovery applied to the financial models used in the determination of reserves was variable by grade, with 89.8% for the first fiveyears of mining, 89.5% for the first ten years, and 88.8% for the life of mine. The molybdenum roaster recovery was held constant at 99.2%. The base case financial model used a molybdenum price of $15/lb in the salable form of molybdenum tri-oxide. Capital Cost Estimates The development of the Mt. Hope Project has a Project Capital Estimate of $1,312 million, which includes development costs of approximately$1,245 million and $67 million in cash financial guaranty/bonding requirements, advance royalty payments, and power pre-payment estimates. Thesecapital costs were updated in the third quarter of 2012, and were then escalated by approximately 3% in the third quarter of 2013, for those items not yetprocured or committed to by contract. The Mt. Hope Project has not materially changed in scope and is currently designed at approximately 65%engineering completion, with solid scope definition. The pricing associated with the estimate remains subject to escalation associated with equipment,construction labor and commodity price increases, and project delays, which will continue to be reviewed periodically. The Project Capital Estimate doesnot include financing costs or amounts necessary to fund operating working capital and potential capital overruns, is subject to additional holding costs asthe Company experiences delays in obtaining its portion of financing for the Mt. Hope Project, and may be subject to other escalation and de-escalation ascontracts and purchase arrangements are finalized at then current pricing. From October 2007 through the year ended December 31, 2014, the LLC spentapproximately $273.6 million of the estimated $1,312 million on development of the Mt. Hope Project. 14Table of Contents The anticipated capital requirements of the Mt. Hope Project are divided into cost categories in the following table: Millions $USCategory2012Estimate 2013RevisedEstimateMining equipment$150$149Construction, materials & plant facilities583595Owners cost, pre-stripping, camp245265Taxes, freight, commissioning, spares7374Equipment suspension costs1111Engineering, Procurement, & Construction Mgmt7070Contingency7059Escalation—22Total Capital$1,2021,245Bonding and pre-paid items6767Total Capital Requirement$1,2691,312 Furthermore, ongoing replacement and sustaining mine equipment and process plant capital over the expected 41-year operating life is currentlyestimated to be approximately $786 million (in 2013 dollars). These amounts do not include financing costs, amounts necessary to fund operating workingcapital, or reclamation. We expect that these cost estimates will continue to evolve over time based on changes in the industry-wide cost structure as well aschanges in our operating strategies and initiatives for the project. Pricing 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 perpound 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 financialcrisis. Subsequent to April 2009, prices slowly rose finishing 2009 at $12.00 per pound and further increasing to finish 2010 at $16.40 per pound. By theend of 2011, prices had pulled back to $13.30 per pound, then decreased further to $9.75 per pound at the conclusion of 2013. In 2014, molybdenum hastraded in a range of $8.83 per pound to $15.15 per pound according to Ryan’s Notes, with performance for the first eight months of the year driven by tightersupply of material and solidifying downstream demand, particularly in the stainless steel, energy infrastructure and transportation industries. Beginning inSeptember 2014, molybdenum price has experienced a sharp pullback reflecting softening spot market molybdenum demand and a strengthening U.S. dollar,amongst other factors. In our BFS 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 forecastglobal growth rates for molybdenum for both supply and demand. CPM Group continues to forecast prices in excess of current spot prices over the long-term. In December 2014, CPM Group forecast that molybdenum prices would range between $10.80 and $14.40 per pound through 2019, $16.00 in 2020,$16.25 in 2021, $17.00 in 2022, and $16.85 in 2023. Production and Operating Cost Estimates Production over the life of the Mt. Hope Project is estimated to be 1.2 billion pounds of saleable molybdenum on a 100% basis. Average yearlyproduction over the first full five years is estimated at 40 million pounds of molybdenum. Direct operating costs for the Mt. Hope Project over the first fullfive years of operation are anticipated to average $6.28 per pound, using $90 per barrel oil equivalent energy costs, and CAS per pound over the first full fiveyears of operation, including anticipated royalties calculated at $15 per pound molybdenum, are anticipated to average $7.00 per pound. Life of mine CASare estimated to be approximately $8.70 per pound of molybdenum at $90 per barrel oil, inclusive of anticipated royalty payments calculated at $15 perpound molybdenum. These cost estimates are based on 2013 constant dollars and are subject to cost inflation or deflation. Reconciliation between CAS, a measure based on accounting principles generally accepted in the United States of America (“GAAP”), and directoperating costs, a non-GAAP measure, is provided in the table below. Description First Five Years Life of MineDirect operating costs$6.28$7.90Royalty payments (1).72.80Total CAS$7.00$8.70 15Table of Contents (1) Royalty payments are a function of assumed molybdenum prices realized. The above calculation assumes a molybdenum price of $15.00 per pound. Description of the Liberty Project On March 17, 2006, we purchased the Liberty Project, 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 Hallmolybdenum and copper deposit that was mined for molybdenum by open pit methods between 1982 and 1985 by Anaconda and between 1988 and 1991 byCyprus. Equatorial Tonopah, Inc. mined copper from 1999 to 2000 on this property, although their operations were in a separate open pit also located on theproperty. Much of the molybdenum deposit was drilled but not developed or mined by these previous owners. At closing, we paid High Desert a cashpayment 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 royaltyon the Liberty Project, from Equatorial Mining Pty. Limited, effectively eliminating all third party royalties on the property. The consideration paid for theEquatorial acquisition was $4.8 million with an additional deferred payment of $6.0 million, which will be due upon commencement of commercialproduction at the property. In connection with the transaction, we acquired $1.2 million in cash accounts and assumed all environmental liabilities on thereclaimed site. Additionally in 2007, we purchased all outstanding mineral claims associated with this property that were not previously owned by us thusgiving the Company 100% control over all mineral rights within the boundary of the property, as well as claims on BLM property adjacent to the patentedgrounds. Since purchasing the Liberty Project, we completed two drilling programs that, combined with previous evaluation work performed by formerowners, identified additional mineralization. In April 2008, we completed a pre-feasibility study on the Liberty Project that detailed initial capital andoperating costs, anticipated mining and milling rates and permitting requirements. In 2011 the Company released an updated NI 43-101 compliant resourceestimate and later the same year a pre-feasibility study detailing updated resource estimates and project economics was released. Metallurgical andenvironmental work was advanced in 2013 with $0.2 million in external costs and use of dedicated internal resources. In 2014, the Company more closelyexamined the use of existing infrastructure and copper potential of the property. This work resulted in an updated NI 43-101 compliant pre-feasibility studyreleased in July 2014 which developed a statement of mineral reserves under Canadian definitions. Those definitions are not consistent with U.S.definitions. Under Industry Guide 7, the Liberty deposit contains 309.2 million tons of mineralized material with a total molybdenum grade of 0.078% and atotal copper grade of 0.098%. The Liberty Project is viewed by the Company as a follow-on project to the Mt. Hope Project that we intend to actively pursuefollowing development of the Mt. Hope Project, dependent on market conditions. History In 1955, Anaconda leased and optioned the Liberty molybdenum prospect and mine in order to evaluate extensive molybdenum and copperoccurrences. From 1956 through 1966, Anaconda explored or delineated molybdenum mineralization over an approximate one square mile area. Drillingindicated extensive mineralization from the surface to a depth of approximately 2,000 feet. Drilling delineated approximately 200 million tons ofmineralization grading 0.091 percent sulfide molybdenum, which was included in a long-term mining plan. (Historic references to tonnage and grade arebased on available historic records. They may not reflect the current definitions of mineral reserves and mineral resources as defined by the SEC or byCanadian NI 43-101.) Mine construction began in 1979 with production from the Hall Mine starting in 1981. Anaconda ceased operations in 1985 due tolow metal prices. Between 1982 and 1991, Anaconda and successor operator Cyprus mined a total of 50 million tons of ore grading 0.11 percentmolybdenum. No further molybdenum mining took place after 1991, leaving an estimated 150 million tons of un-mined material at a grade of 0.09 percentmolybdenum. Between 1995 and 2002 a copper zone independent of the existing molybdenum pit was the subject of a copper leach operation by Equatorial. Approximately 10 million tons were mined before operations ceased in 2002. The molybdenum mine open pit remains easily accessible for mining. Various facilities and improvements continue to exist on the property thatmay be of future use for molybdenum operations including a power supply, water rights, water and well system, offices, truck and vehicle shops, thickeningtanks, water and fuel tanks, roads and other structures. All of the mobile equipment was removed from the property. Much of the plant area was reclaimedafter the 2002 closure with most of the crushing, conveying, grinding, concentrator equipment and other milling equipment being removed from theproperty. 16Table of Contents Geology The Liberty molybdenum deposit appears to conform to a class of deposit that is generally termed in ore deposit literature as a “Climax-Urad” type,where better-grade molybdenum mineralization in the form of molybdenite (MoS2) is concentrated in and along the margins of an irregularly-shaped“sleeve” or “shell” around a central lower-grade to nearly barren core of silicic-alkalic intrusive rocks. In some cases, an outer shell of copper-dominantmineralization surrounds the interior molybdenum-dominant shell(s). The Hall stock (Cretaceous intrusive rocks) intruded the metasedimentary sequence of rocks in the Late Cretaceous Period. It hosts most of themolybdenum mineralization. The 2,500 ft-diameter stock complex consists of two spatially and temporally-distinct bodies — the earlier North stock and theyounger South stock, which truncated the molybdenum mineralization hosted by the North stock. Base metal mineralization in the Liberty deposit consists of molybdenite (MoS), chalcopyrite (CuFeS2), chalcocite (Cu2S), galena (PbS), sphalerite(ZnS), tetrahedrite (Cu8Sb2S7), and pyrite (FeS2). Molybdenite occurs mainly in 0.1” to 1.2”-wide quartz veins and veinlets in amounts that range from0.1% to more than 40% by volume, typically as a selvage on vein walls. Molybdenite is also found in wider (+1.2”) quartz veins, but these are much lesscommon in occurrence. Chalcopyrite and pyrite also are common but lesser vein/veinlet constituents. Although chalcopyrite can occur with molybdenite in minor amounts in veins and veinlets within the main body of molybdenum mineralization inthe Hall stock, it is much more prevalent in quartz veins in the metasediments on the northeast and east sides of the stock. Here it occurs in the remnant of thecopper-dominant shell that originally surrounded the Hall stock before it was tilted and disrupted by faulting. In addition to chalcopyrite, chalcocite occursas disseminations and as secondary coatings on pyrite within a roughly horizontal blanket of secondary supergene copper enrichment just below the bottomof oxidation. The Liberty deposit has been subjected to much folding and faulting. A major anticline located 3,000’ to the south of the Hall stock has an axis thattrends N20˚W and plunges 50˚ to 70˚ to the northwest. Post-Cretaceous tilting of the northern San Antonio Mountains and other structural disruptions haveresulted in the rotation of the Liberty deposit so that it now plunges to the east. This rotation has caused erosion of the deposit along its flank, exposing boththe shallow and deep-emplaced portions of the mineralization. The Liberty deposit was segmented by faulting. The Basement Fault bounds the bottom ofthe deposit while the Liberty Fault truncates the deposit on the west side. In addition to these major structures, a number of N40˚E- to N30˚W-trendingnormal faults and several east-west-trending normal faults transect the Liberty deposit. Environmental Investigation - Shoshone County, Idaho The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”), imposes strict, joint, and severalliability on parties associated with releases or threats of releases of hazardous substances. Liable parties include, among others, the current owners andoperators of facilities at which hazardous substances were disposed or released into the environment and past owners and operators of properties who ownedsuch properties at the time of such disposal or release. This liability could include response costs for removing or remediating the release and damages tonatural resources. We are unaware of any reason why our undeveloped properties would currently give rise to any potential CERCLA liability. We cannotpredict the likelihood of future CERCLA liability with respect to our properties, or to surrounding areas that have been affected by historic miningoperations. Our mineral property holdings in Shoshone County, Idaho include lands contained in mining districts that have been designated as a “SuperfundSite” pursuant to CERCLA. This “Superfund Site” was established to investigate and remediate primarily the Bunker Hill properties of Smelterville, Idaho, asmall portion of Shoshone County where a large smelter was located. However, because of the extent of environmental impact caused by the historicalmining in the mining districts, the Superfund Site covers the majority of Shoshone County including our Chicago-London and Little Pine Creek properties aswell as many small towns located in Northern Idaho. We have conducted a property environmental investigation of these properties, which revealed noevidence of material adverse environmental effects at either property. We are unaware of any pending action or proceeding relating to any regulatory mattersthat 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 and state law. Three types of laws are of particular importance to the Mt. Hope Project: thoseaffecting land ownership and mining rights; those regulating mining operations; and those relating to the environment. 172Table of Contents The Mt. Hope Project is situated on lands owned by the U.S. (“federal lands”). The LLC, as the owner or leaseholder of the unpatented miningclaims, has the right to conduct mining operations on the lands subject to the required operating permits and approvals, compliance with the terms andconditions of the Mt. Hope Lease, and compliance with applicable federal, state, and local laws, regulations and ordinances. On federal lands, mining rightsare 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 oncertain 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 programaffecting operation of the Mt. Hope Project is the mine safety regulations administered by the Mine Safety and Health Administration. Additional federallaws, such as those governing the purchase, transport, storage or usage of explosives, and those governing communications systems, labor and taxes alsoapply. State non-environmental regulatory programs affecting operations include the permitting programs for drinking water systems, sewage and septicsystems, 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. Federalenvironmental regulations are administered primarily by the BLM. The Environmental Protection Agency (“EPA”) has delegated authority for the CleanWater Act and Clean Air Act to the State of Nevada. The NDEP, therefore, has primacy for these programs and is responsible for administering the associatedpermits for the Mt. Hope Project. The Bureau of Mining Regulations and Reclamation (“BMRR”) within NDEP administers the WPC and Reclamationpermits. The Bureau of Air Pollution Control (“BAPC”) within NDEP administers the Air Quality Permit. The NDEP also administers the permit program foronsite landfills. The Nevada Division of Wildlife administers the artificial industrial pond permit program. Local laws and ordinances may also apply tosuch activities as waste disposal, road use and noise levels. Both our Mt. Hope Project and Liberty Project will be subject to these various environmentallaws and regulations. Permitting Permit Acquisition and Fundamental Environmental Permitting Considerations We obtained the required principal environmental operating permits for the Mt. Hope Project in November 2012 in anticipation of thecommencement of construction and availability of financing for the Mt. Hope Project. Baseline studies and data acquisition to support permitting wereinitiated in the fourth quarter of 2005. Facility designs and operational plans have been refined as data was collected and reviewed to minimizeenvironmental impacts and facilitate the permitting process. The planned mining and processing operations are consistent with numerous other permittedprojects 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 U.S. require numerous notifications, permits, authorizations, andpublic agency decisions. This section does not attempt to exhaustively identify all of the permits and authorizations that need to be granted, but insteadfocuses 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 aremeasured. 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. Reports summarizing 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. These reportshave been approved during the permitting process. Mt. Hope Permitting Requirements The Mt. Hope Project required both federal and state permits before construction and operations could commence. Major permits required for theMt. Hope Project include the ROD, a BLM issued permit, water appropriation permits from the Nevada Division of Water Resources, the WPC permit andReclamation Permit from the NDEP—BMRR, received in November 2012, and an Air Quality Permit (“AQP”) from the NDEP—BAPC, received in May 2012. 18Table of Contents Plan of Operations Approval—Bureau of Land Management The BLM prepared an EIS analyzing the environmental impacts of the Mt. Hope Project and alternatives in accordance with the NEPA. Uponcompletion and approval of the EIS, the BLM issued the ROD for the Mt. Hope Project. The ROD became effective on November 16, 2012, the date the BLMrecorded its decision to approve the EIS and PoO for the Mt. Hope Project. Potential environmental issues associated with the proposed operations have been identified and mitigation measures have been developed tominimize potential impacts. These actions are anticipated to reduce potential environmental liability, and promote good community and socialresponsibility. Potential impacts addressed in the ROD are primarily related to geochemistry and the associated potential for acid generation from waste rock, thewater quality in the post-mining pit lake, and the potential mobilization of constituents in the tailings. Other significant potential impacts include effects ofgroundwater pumping on existing water rights and/or surface water flows, air emissions, reduction of wildlife habitat (including a federally listed sensitivespecies) and the socioeconomic impact to the community of Eureka. Extensive laboratory testing has been conducted to fully evaluate the geochemistry ofall material types that will be mined. The waste rock disposal facilities and tailing impoundment designs incorporate components to minimize potentialimpacts, consistent with accepted and demonstrated industry practices. Hydrological and geochemical computer modeling predicts that the post-mining pitlake water quality will not pose a threat to wildlife and will therefore not require treatment. Air emissions will be reduced by using control technology andleading 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, bats, cultural resources, the Pony Express Trail, sage grousehabitat, water resources, and fugitive dust. Environmental regulations related to reclamation require that the cost for a third party contractor to performreclamation activities on the minesite be estimated. The $73.4 million reclamation cost estimate is the basis for the required financial guarantee amount. TheLLC was required to post a financial instrument held by the BLM to provide a guarantee that this amount will be available to BLM and NDEP for use inconducting reclamation should we become insolvent or default on our reclamation obligations. The BLM also holds a bond of $0.1 million to provide fundsto assure reclamation of previously approved exploration disturbance. Additionally, a reclamation cost estimate of $1.3 million was approved to remove andreclaim disturbance associated with the grant of rights-of-way for the 230 kV power transmission line. A group of surety underwriters arranged by Marsh USAwas assembled to satisfy these financial guarantees through the posting of bonds. The surety program was funded with an initial payment of $5.6 million inDecember 2012 and requires additional payments of $11.6 million throughout the construction period for a total cash funding amount of $17.2 million forannual premiums and collateral. Although the Reclamation Permit is administered by the NDEP-BMRR, BLM review is required and the reclamation costestimate was approved in conjunction with approval of the PoO. The $73.4 million reclamation cost estimate addresses the anticipated activities for a three-year period from the point of PoO approval. Thereclamation cost estimate will be recalculated every three years to include the current activities and those activities anticipated to be completed during thesubsequent three-year period. Financial guarantees held by the BLM will be adjusted periodically in conjunction with the growth of the waste rock pile andthe tailing impoundments, as well as completion of concurrent reclamation. It is estimated that financial guarantee requirements could reach $171.8 millionat the anticipated end of the project (year 41), assuming no concurrent reclamation activities occur. Additionally, through the ROD, the BLM has determined that a Long Term Funding Mechanism (“LTFM”) is required for post-reclamationobligations, including long-term monitoring and mitigation at the Mt. Hope Project site. The LTFM approximates an undiscounted cost estimate of $83.2million for mitigation and monitoring for a 500-year period post reclamation. The Company completed preparation of a trust, designating the BLM asbeneficiary, initially funded in the amount of $0.3 million to fund this long-term post-reclamation obligation. On June 17, 2014, the LLC submitted an amendment to its approved PoO to reflect minor design changes that were identified during continuedengineering and the initial phases of construction, and on November 6, 2014, submitted minor revisions to the amendment. The BLM has determined that anEnvironmental Assessment (EA) is required under the NEPA to analyze and disclose environmental impacts associated with these changes. As per the NEPAregulatory framework, the decision to complete an EA means that BLM has preliminarily determined that impacts will not be significant. The BLM hasinitiated the EA process, completion of which is anticipated to culminate in issuance of a FONSI. We expect this process to be completed in the first half of2015. The reclamation cost estimate was recalculated as part of the amended PoO development, and upon approval of the amendment, financial guaranteerequirements are expected to have a minor increase from $73.4 million to approximately $75.1 million. 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 gallons per minute of fresh water that will be sourced from wells located in Kobeh Valley, west of the Mt. HopeProject. The Company has purchased from existing water rights holders essentially all available water rights in the Kobeh Valley Basin, totaling more than16,000 acre feet annually. 19Table of Contents The Nevada State Engineer (“State Engineer”) has issued all water permits for the Mt. Hope Project. Eureka County, Nevada and two other partiescomprised of three individual water rights holders in Diamond Valley and one in Kobeh Valley filed a further appeal in July 2012 to the Nevada SupremeCourt challenging the granting of water permits by the State Engineer. On June 26, 2013, the appeal was consolidated with a similar appeal of the StateEngineer’s approval of the Monitoring, Management and Mitigation Plan (“3M Plan”) of the Mt. Hope Project, discussed below, and the Nevada SupremeCourt heard oral argument on June 30, 2014 and is expected to issue its ruling in the first half of 2015. Two individual water rights holders appealed the State Engineer’s approval of the 3M Plan to the Nevada State District Court (“District Court”). Following oral argument on April 15, 2013, the District Court denied the Petition for Judicial Review of the 3M Plan and issued its Written Order on May 17,2013. Thereafter, Petitioners filed an appeal on May 20, 2013 of the District’s Court Order to the Nevada Supreme Court, which, as discussed above, has beenconsolidated with the appeal also from the District Court of the water permits. We remain confident the Nevada Supreme Court will uphold the DistrictCourt’s Orders regarding the 3M Plan and the water permits. Notwithstanding the above, subject to receipt of the Nevada Supreme Court’s ruling, the Company’s water permits have been granted and the waterremains available, as described above, for use at the Mt. Hope Project. Water Pollution Control and Reclamation Permits—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. TheWPC Permit program specifies design criteria for containment of process fluids and mandates development of monitoring, operational, and closure plans. The Reclamation Permit approves the proposed reclamation methods, specifies reclamation objectives, and requires bonding based on the reclamation costestimate. We received the WPC Permit and the Reclamation Permit in November 2012. Upon submittal to the BLM of the amendment to the approved PoO, we simultaneously submitted an application to the NDEP-BMRR, for amodification of the reclamation permit, also to address these minor design changes. The revised reclamation permit was issued by NDEP-BMRR onNovember 17, 2014. Air Quality Permit—Nevada Division of Environmental Protection—Bureau of Air Quality The Nevada BAPC regulations categorize permit types as Class 1 or Class 2, based on the estimated emissions amounts. The Mt. Hope Project issubject to a Class 2 permit (smaller emissions) based on emissions estimates. The permit application included an emissions inventory and dispersionmodeling to demonstrate that emissions from the project will not exceed established air quality standards. Emissions are primarily associated with thecrush/grind circuit (particulate matter) and the roaster (sulfur oxides). Roaster emissions will be controlled with a 99.7% estimated removal efficiency forsulfur oxides. We received the AQP in May 2012. Minor process changes identified through continued engineering and the preliminary phase of construction, were compiled into an application toamend the AQP, and submitted to Nevada BAPC on December 23, 2013. A revised AQP was issued on July 30, 2014. Liberty Project Permitting Requirements The majority of the Liberty Project area is located on fee lands and patented claims. Unpatented claims administered by the BLM are on publicground and largely surround the open pit and waste stockpile areas. BLM approval would be required, which would likely include an EIS under NEPA. Ashorter EIS and state permitting process are anticipated for the Liberty Project as compared to the Mt. Hope Project as the project is located largely onprivately held property with existing water rights, is located in a previously mined area in a mining friendly jurisdiction, and is sparsely vegetated due to thearid climate. In addition to land ownership, two other factors distinguish the Liberty Project from the Mt. Hope Project with respect to environmental permitting. First, water consumption is not as significant an issue at Liberty. Unlike the Mt. Hope Project, the areas surrounding Liberty are not extensively irrigated. Inaddition, 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 insignificant surface disturbance. By conducting exploration drilling on pre-existing disturbance, to the extent possible, the amount of additional disturbanceis greatly reduced, and permitting requirements to support further exploration is likewise reduced. Furthermore, there is extensive environmental informationdeveloped to support permitting of the previous mine operation. We anticipate that this information can be used to streamline the 20Table of Contents permitting process by reducing the amount of baseline studies and other technical information that must be developed by the Company. Other United States Regulatory Matters The Resource Conservation and Recovery Act (“RCRA”) and related state laws regulate generation, transportation, treatment, storage, or disposal ofhazardous 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 storagefacilities, 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 ourproduction 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 bythe National Pollution Discharge Elimination System program, while Section 404 of the Clean Water Act regulates the discharge of dredge and fill materialinto “Waters of the United States,” including wetlands. Stormwater discharges also are regulated and permitted under that statute. All of those programs mayimpose 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 theproject involves federal land or if the federal government provides financing or permitting approvals. NEPA does not establish any substantive standards; itmerely 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 forsmaller projects. An EIS, which is much more detailed and broader in scope than an EA, is required for larger projects. The Endangered Species Act (“ESA”) is administered by the U.S. Department of Interior’s U.S. Fish and Wildlife Service (“USFWS”). The purpose ofthe ESA is to conserve and recover listed endangered and threatened species and their habitat. Under the ESA, “endangered” means that a species is indanger of extinction throughout all or a significant portion of its range. “Threatened” means that a species is likely to become endangered within theforeseeable future. Under the ESA, it is unlawful to “take” a listed species, which can include harassing or harming members of such species or significantlymodifying their habitat. We conduct wildlife and plant inventories required by regulatory agencies prior to initiating exploration or mining projectpermitting. We currently are unaware of any endangered species issues at any of our projects. A threatened species occurs in limited segments of two creeksapproximately 10 miles to the north of the proposed wellfield for the Mt. Hope Project. Although hydrologic modeling predicts no impacts to these streamsegments, consultation with the USFWS was required. Future identification of endangered species or habitat in our project areas may delay or adverselyaffect our operations. We are committed to fulfilling or exceeding our requirements under applicable environmental laws and regulations. These laws and regulations arecontinually changing and, as a general matter, are becoming more restrictive. Our policy is to conduct our business in a manner that strives to safeguardpublic health and mitigates the environmental effects of our business activities. To comply with these laws and regulations, we have made, and in the futuremay be required to make, capital and operating expenditures. 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. Therisks and uncertainties we have described below include all of the material risks known to us, however, additional risks and uncertainties not presently knownto 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 likely continue to be volatile. Only investors who areexperienced in high risk investments and who can afford to lose their entire investment should consider an investment in our securities. 21Table of Contents Our profitability depends largely on the success of the Mt. Hope Project, the failure of which would have a material adverse effect on our financialcondition We are focused primarily on the development of the Mt. Hope Project. Accordingly, our profitability depends largely upon the successful financingto continue the development and operation of this project. We are currently incurring losses and we expect to continue to incur losses until sometime aftermolybdenum production begins at the Mt. Hope Project. The LLC may never achieve production at the Mt. Hope Project and may never be profitable even ifproduction is achieved. The failure to successfully finance the continuing development at the Mt. Hope Project would have a material adverse effect on ourfinancial condition, results of operations and cash flows. Even if the LLC is successful in achieving production, an interruption in operations at the Mt. HopeProject that prevents the LLC from extracting ore from the Mt. Hope Project for any reason would have a material adverse impact on our business. In March 2013, China Development Bank suspended work on the Term Loan and we have not obtained, and may not obtain, alternative financing,which could cause additional delays or expenses in developing the Mt. Hope Project. The Company was notified on March 20, 2013 that China Development Bank had provided instructions to its legal counsel to suspend work on theTerm Loan. The Company is continuing to work to secure another strategic partner in or outside of China to help advance the full financing of the Mt. HopeProject. The Company has also begun to pursue other potential financing sources such as capital markets, domestic and international credit markets, andbank project financing. There is no assurance that a suitable partner will be identified or that alternative financing can be achieved on economically suitableterms, or at all. 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 weare successful in raising additional capital, it may have dilutive and other adverse effects on our stockholders If the actual costs to obtain financing and complete the development of the Mt. Hope Project are significantly higher than we expect, we may nothave 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 wouldprevent the LLC from achieving production at the Mt. Hope Project and impede our ability to become profitable. Our financing plan assumes that POS-Minerals will continue to make their required on-going capital contributions after we obtain financing or exhaust the reserve account as outlined in the LLCAgreement. We may not be able to obtain additional financing necessary for achieving production at the Mt. Hope Project if these contributions are notmade. We continue to review the technical merits of the Liberty Project, which would also require significant additional capital to permit and/or commencemining activities. We may not be able to obtain the financing necessary to develop the Liberty Project 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 andexpansion of our business, attract and retain qualified personnel, take advantage of business opportunities or respond to competitive pressures. Any of theseevents may harm our business. Also, if we raise funds by issuing additional shares of our common stock, preferred stock, debt securities convertible intopreferred or common stock, or a sale of additional minority interests in our assets, our existing stockholders will experience dilution, which may besignificant, 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 byissuing 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. The LLC Agreement gives POS-Minerals the right to approve certain major decisions regarding the Mt. Hope Project which could impair our ability toquickly adapt to changing market conditions The LLC Agreement requires unanimous approval of the members for certain major decisions regarding the Mt. Hope Project. This effectivelyprovides 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 10% until we obtain financing or exhaust the reserve account balance, and thereafter 15% of theapproved Program and Budget; · Approval of an expansion or contraction of the average tons per day (“tpd”) planned of 20% or more from the relevant tpd throughput schedulein 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 amembership interest in the LLC, or (3) a guaranty by either the Company or POS-Minerals, other than in each instance a purchase moneysecurity interest or other security interest in the LLC to finance the acquisition or lease of equipment; and 22Table of Contents · 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 certaindecisions 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 asmolybdenum fluctuate widely and are affected by numerous factors including several that are beyond the control of any mining company. These factorsinclude fluctuations with respect to the rate of inflation, the exchange rates of the U.S. dollar and other currencies, interest rates, global or regional politicaland economic conditions and banking crises, global and regional demand, production costs in major molybdenum producing areas, and a number of otherfactors. Sustained periods of low molybdenum prices would adversely impact our revenues, profits, and cash flows. In particular, a sustained lowmolybdenum price could: · Have a continued negative impact on the availability of financing to us; · Cause a continued delay and suspension of our development activities and, ultimately, mining operations at our Mt. Hope Project, if suchoperations become uneconomic at the then-prevailing molybdenum price; and · Prevent us from fulfilling our obligations under our agreements or licenses which could cause us to lose our interests in, or be forced to sell, ourproperties. Furthermore, the need to reassess the feasibility of any of our projects if molybdenum prices were to significantly decline could cause substantialdelays. Mineral reserve calculations and life-of-mine plans using lower molybdenum prices could result in reduced estimates of mineral reserves and inmaterial 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 2014 for molybdenum: $2.73 -$35.37 per pound. Average molybdenum prices are quoted in Platt’s Metals Week. After a period of high, sustained molybdenum prices in 2004 throughSeptember 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. Prices experienced notable volatility during 2014 and finished the year at $9.50 per pound. Although we estimate the Mt. Hope Project’s average cost ofproduction over the first five years to be approximately $7.00 per pound, a sustained period of lower molybdenum prices would have material negativeimpacts on the Company’s profitability. Actual molybdenum prices when and if we commence commercial production cannot be estimated and are subjectto numerous factors outside our control. Our profitability is subject to demand for molybdenum, and any decrease in that demand, or increase in the world’s supply, could adversely affect ourresults of operations Molybdenum is used primarily in the steel industry. The demand for molybdenum from the steel industry and other industries was extremely robustthrough the third quarter of 2008, primarily fueled by growth in Asia and other developing countries. Beginning in the fourth quarter of 2008, the globalfinancial 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. Sustained low molybdenum demand resulting from a prolonged global financial crisis maycause prolonged periods of low molybdenum prices ultimately resulting in a continued delay in our ability to obtain financing, and a continued suspensionof 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 fiveyears a total of 69.6 million annual pounds of production could be added to the supply of molybdenum (including a portion of the supply from our Mt. HopeProject). In the event demand for molybdenum does not increase to consume the potential additional production, the price for molybdenum may beadversely 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 APERAM, SeAH Besteel, and Sojitz contain provisions allowing forthe sale of molybdenum at certain floor prices, or higher, over the life of the agreements. During the past 18 months there have been periods where the spotmolybdenum prices fell below the inflation-adjusted floor prices in the contracts. During these time periods all three contracts would have provided for theCompany to sell molybdenum at above-spot prices. In the event that our contract parties choose not to honor their contractual obligations, attempt toterminate these agreements as a result of the continuing delay in achieving production, or discontinue operations, our profitability may be adverselyimpacted. We may be unable to sell any product our contract parties fail to purchase in a timely manner, at comparable prices, or at all. 23Table of Contents We may not be able to obtain, maintain or renew licenses, rights and permits required to develop or operate our mines, or we may encounterenvironmental 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 thecommencement of new operations. The LLC was required to obtain a ROD from the BLM, authorizing implementation of the Mt. Hope Project PoO. TheLLC was also required to obtain various state and federal permits including water protection, air quality, water rights and reclamation permits. The BLM’sissuance of the ROD is the subject of an appeal in the U.S. Court of Appeals for the Ninth Circuit, and the Nevada State Engineer’s issuance of the waterpermits and 3M plans are on appeal to the Nevada State Supreme Court. We may not be successful in defending legal challenges to our permits, which mayaffect our ability to maintain the permits. In addition to requiring permits for the development of the Mt. Hope Project, we will need to obtain and modifyvarious mining and environmental permits during the life of the project. Obtaining, modifying, and renewing the necessary governmental permits is acomplex and time-consuming process involving numerous jurisdictions and often requiring public hearings and substantial expenditures. The duration andsuccess 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 ordelays could occur, depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permittingauthority. All necessary permits may not be obtained and, if obtained, may not be maintained or renewed, or the costs involved in each case may exceedthose that we previously estimated. It is possible that the costs and delays associated with compliance with such standards and regulations could becomesuch that we would not proceed with the financing, development or operation of the Mt. Hope Project. 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 continued delays in developing the Mt. Hope Project. These could increase its development costs, affect its economicviability, or prevent us from completing its development. The timing of development of the Mt. Hope Project depends on many factors, some of which arebeyond our and the LLC’s control, including: · Timely availability of project financing to construct the Mt. Hope Project; · Timely availability of equipment; · Continued appeal or unfavorable order concerning the water rights ruling, 3M plan, or permits, including the ROD; · Sustained low prices for molybdenum; · Completion of advanced engineering; and · Timely availability of labor and resources from construction contractors throughout construction of the project. In addition, factors such as sustained low prices of molybdenum and volatility in foreign exchange or interest rates could adversely affect our abilityto 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 maylead to the cancellation or extension of, or defaults under, agreements with equipment manufacturers or a need to sell equipment already purchased, any ofwhich may adversely impact the Mt. Hope Project timeline. Additionally, delays to the Mt. Hope Project schedule have consequences with regard to ourLLC Agreement with POS-Minerals, including potential claims by POS-Minerals, which may serve to increase our capital obligations and further enhancethis risk factor. Our mineralization and reserve estimates are uncertain, and any material inaccuracies in those estimates could adversely affect the value of ourmineral reserves There are numerous uncertainties inherent in estimating mineralization and reserves, including many factors beyond our control. The estimation ofmineralization 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 andgeological interpretation and judgment. Results of drilling, metallurgical testing, production, and the evaluation of mine plans subsequent to the date of anyestimate may justify revision of such estimates. The volume and grade of mineralization and reserves recovered and rates of production may be less thananticipated. Assumptions about prices are subject to greater uncertainty and metals prices have fluctuated widely in the past. Further declines in the marketprice of molybdenum and copper may render mineralization and reserves containing relatively lower grades of ore uneconomic to exploit, which maymaterially and adversely impact our reserve and mineralization estimates at our projects. Changes in operating and capital 24Table of Contents costs and other factors including, but not limited to, short-term operating factors such as the need for sequential development of ore bodies and theprocessing of new or different ore grades, may also materially and adversely affect mineralization and reserves. 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 atall. 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 metallurgicalcharacteristics; and, · The accuracy of estimated rates and costs of mining and processing. 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 nothave the benefit of actual mining and production experience in verifying our estimates, which increases the likelihood that actual production results willvary from the estimates. Mining has inherent dangers and is subject to conditions or events beyond our control, and any operating hazards could have a material adverse effecton our business Mining at the Mt. Hope Project will involve the potential for various types of risks and hazards, including: environmental hazards, industrialaccidents, metallurgical and other processing problems, unusual or unexpected rock formations, structure cave-in or slides, flooding, fires, and interruptiondue 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 insuranceto cover these risks at economically feasible premiums and some types of insurance may be unavailable or too expensive to maintain. We may suffer amaterial 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 byour 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 miningwaste products occurring as a result of mineral exploration and production. Insurance against environmental risk (including potential liability for pollutionor 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 toother companies in the minerals industry) at a reasonable price. To the extent that we become subject to environmental liabilities, the satisfaction of anysuch liabilities would reduce funds otherwise available to us and could have a material adverse effect on us. Laws and regulations intended to ensure theprotection 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 titleor interest to a property or, in the case of the Mt. Hope Project, the landowner’s title or interest to such property could cause us and/or the LLC to lose therights 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 theproperty. 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 arecontemplating legislative and regulatory change in response to the possible impacts of climate change. U.S. Congress and several states have initiatedlegislation regarding climate change that could affect energy prices and demand. In December 2009, the EPA issued an endangerment finding under thefederal Clean Air Act indicating that current and projected 25Table of Contents concentrations of certain mixed greenhouse gases in the atmosphere, including carbon dioxide, threaten the public health and welfare. It is possible thatregulation may be promulgated in the U.S. to address the concerns raised by the endangerment finding. Legislation and increased regulation regarding climate change could impose increased costs on us, our partners and our suppliers, includingincreased energy, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Until the timing, scope andextent of any future regulation becomes known, we cannot predict the effect on our financial condition, financial position, results of operations and ability tocompare. The possible physical impacts of climate change on the Company’s planned future operations are highly uncertain and would be particular to thegeographic circumstances in the area in which we operate. These may include changes in rainfall, storm patterns and intensities, shortages of water or othernatural resources, changing sea levels, and changing temperatures. These effects may adversely impact the cost, production and financial performance of theCompany’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 theselaws and regulations may be costly Mining operations and exploration activities are subject to federal, state, 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 operatingexpenditures or to close an operation until a particular problem is remedied. In addition, if our activities violate any such laws and regulations, we may berequired to compensate those suffering loss or damage, and may be fined if convicted of an offense under such legislation. We may also incur additionalexpenses and our projects may be delayed as a result of changes and amendments to such laws and regulations, including changes in local, state, and federaltaxation. Land reclamation requirements for exploration properties may be burdensome, may divert funds from our exploration programs and could have anadverse effect on our financial condition Although variable, depending on location and the governing authority, land reclamation requirements are generally imposed on mineral explorationcompanies, as well as companies with mining operations, in order to minimize long term effects of land disturbance. Reclamation may include requirementsto control dispersion of potentially deleterious effluents and to reasonably re-establish pre-disturbance landforms and vegetation. In order to carry outreclamation obligations imposed on us in connection with our mineral exploration, we and the LLC must allocate financial resources that might otherwise bespent on further exploration programs. Such costs could also have an adverse effect on our financial condition. Non-compliance with our Mt. Hope Mines Inc. Lease could result in loss of the LLC’s rights to develop the Mt. Hope Project and may adversely affectour 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 (whichprincipally 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. HopeProject. 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 additionalpersonnel 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, includingthe Mt. Hope Project, will place substantial demands on us. We depend on the services of key executives and a small number of personnel, including ourChief Executive Officer, Chief Financial Officer, Chief Operating Officer, Corporate Counsel and Vice President of Human Resources, Mt. Hope VicePresident and General Manager, Controller and Treasurer, and Vice President of Environmental and Permitting. We will be required to recruit additionalpersonnel and to train, motivate and manage these new employees. The number of persons skilled in the development and operation of mining properties islimited and significant competition exists for these individuals. We implemented a reduction in force in November 2014, affecting 40% of our employeesand contractors as a result of the delay in our ability to obtain project financing. In January 2015, we implemented a new retention program including cashstay incentives to our non-officer employees and equity incentives to our officers, though this new retention program may not be successful in retaining ourexecutives and key employees. We may not be able to attract and retain qualified personnel in the future. We do not maintain “key person” life insurance tocover our executive officers. Due to the relatively small size of our company and the specific skill sets of our key employees, the loss of any of our keyemployees or our failure to attract and 26Table of Contents retain key personnel may delay or otherwise adversely affect the development of the Mt. Hope Project, which could have a material adverse effect on ourbusiness. 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 activitiesand business practices of these service providers or any inability on our part to maintain satisfactory commercial relationships with them may adversely affectour 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. HopeProject The Mt. Hope Project is located substantially on unpatented mining claims administered by the BLM. Mining on unpatented mining claims isconducted pursuant to the General Mining Law of 1872 and amendments thereto. Legislation for the amendment of the mining laws applicable to miningproperty has been considered by the U.S. 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, changingmetallurgy, 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 ofcommodities, such as fuel, electricity, and labor. Commodity costs are at times subject to volatile price movements, including increases that could makeproduction at our projects less profitable or uneconomic. We anticipate significant capital expenditures in connection with the development of the Mt. Hope Project. In the past several years, costsassociated with capital expenditures have escalated on an industry-wide basis as a result of major factors beyond our control. Increased costs for capitalexpenditures have an adverse effect on the returns anticipated from the Mt. Hope Project. 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. Cost 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 schedulescan affect project economics. There are a number of factors that can affect costs and construction schedules, including, among others: · Availability of project financing; · Availability of water, labor, power, transportation, commodities, and infrastructure; · Increases in input commodity prices and labor costs; · Fluctuations in exchange rates; · Difficulty of estimating construction costs over a period of years; and · Delays in obtaining and maintaining environmental or other government permits, including appeals of granted water applications and the ROD. 27Table of Contents Legislation, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act, may make it difficult forus to retain or attract officers and directors and increase the costs of doing business, which could adversely affect our financial position and results ofoperations We may be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effectivemanagement as a result of the recent changes and currently proposed changes in the rules and regulations, which govern publicly-held companies. TheSarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executiveofficers. The Dodd-Frank Wall Street Reform and Consumer Protection Act, adopted in July 2010, imposes significant additional obligations and disclosurerequirements, as to which SEC rulemaking is ongoing. We are a small company with a limited operating history and no revenues or profits, which mayinfluence the decisions of potential candidates we may recruit as directors or officers. The real and perceived increased personal risk associated with theserequirements may deter qualified individuals from accepting these roles. In addition, costs of compliance with such legislation, including several provisionsspecifically applicable to companies engaged in mining operations, could have a significant impact on our financial position and results of operations. Provisions of Delaware law and our charter and bylaws 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. Because of these provisions, persons considering unsolicited tender offers or other unilateral takeover proposals may be more likely to negotiatewith our board of directors rather than pursue non-negotiated takeover attempts. As a result, these provisions may make it more difficult for our stockholdersto 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 otherfactors, which may cause actual results, performance or achievements of our Company, the Mt. Hope Project and our other projects, or industry results, to bematerially 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-lookingstatements. Forward-looking statements may include, but are not limited to, statements with respect to the following: · Our ability to obtain project financing for the development and construction of the Mt. Hope Project; · Our dependence on the success of the Mt. Hope Project; · The ability to obtain and maintain all required permits, water rights, and approvals for the Mt. Hope Project and the Liberty Project; · Issues related to the management of the Mt. Hope Project pursuant to the LLC Agreement; · Risks related to the failure of POS-Minerals to make ongoing cash 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; 28Table of Contents · 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 conservecash; · 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, copper 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 identifiedunder “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Although we believe that theexpectations 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. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 3. LEGAL PROCEEDINGS The Nevada State Engineer (“State Engineer”) has issued all water permits for the Mt. Hope Project. Eureka County, Nevada and two other partiescomprised of three individual water rights holders in Diamond Valley and one in Kobeh Valley filed a further appeal in July 2012 to the Nevada SupremeCourt challenging the granting of water permits by the State Engineer. On June 26, 2013, the appeal was consolidated with a similar appeal of the StateEngineer’s approval of the Monitoring, Management and Mitigation Plan (“3M Plan”) of the Mt. Hope Project, discussed below, and the Nevada SupremeCourt heard oral argument on June 30, 2014 and is expected to issue its ruling in the first half of 2015. Two individual water rights holders appealed the State Engineer’s approval of the 3M Plan to the Nevada State District Court (“District Court”). Following oral argument on April 15, 2013, the District Court denied the Petition for Judicial Review of the 3M Plan and issued its Written Order on May 17,2013. Thereafter, Petitioners filed an appeal on May 20, 2013 of the District’s Court Order to the Nevada Supreme Court, which, as discussed above, has beenconsolidated with the appeal also from the District Court of the water permits. We remain confident the Nevada Supreme Court will uphold the DistrictCourt’s Orders regarding the 3M Plan and the water permits. Notwithstanding the above, subject to receipt of the Nevada Supreme Court’s ruling, the Company’s water permits have been granted and the waterremains available, as described above, for use at the Mt. Hope Project. On February 15, 2013, Great Basin Resource Watch and the Western Shoshone Defense Project (“Plaintiffs”) filed a Complaint against the U.S.Department of the Interior and the BLM in the U.S. District Court, District of Nevada, seeking relief under the NEPA and other federal laws challenging theBLM’s issuance of the ROD for the Mt. Hope Project, and on February 20, 2013 filed a Motion for Preliminary Injunction. The Court allowed the LLC tointervene in the matter. On August 22, 2013, the Court denied, without prejudice, the Motion for Preliminary Injunction based on the parties’ Joint Stipulation to ContinuePreliminary Injunction Oral Argument, which advised the Court that as a result of current economic conditions, including the Company’s ongoing financingefforts, all major ground disturbing activities had ceased at the Mt. Hope Project. 29Table of Contents On July 23, 2014, the Court denied Plaintiffs’ motion for summary judgment in its entirety and on August 1, 2014 the Court entered judgment infavor of the Defendants and the LLC, and against Plaintiffs regarding all claims raised in the Complaint. On September 22, 2014, the Plaintiffs filed their notice of appeal to the U.S. Court of Appeals for the Ninth Circuit of the U.S. District Court’sdismissal. Plaintiffs submitted their Opening Brief on January 23, 2015 and Defendants and the LLC’s deadline to file their Response Brief is March 27,2015. All Mt. Hope Project permits remain in effect and the Company is confident in the BLM’s process and will continue to vigorously defend thissubsequent appeal of the ROD. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES Market Information Our common stock trades on the NYSE MKT under the symbol “GMO.” On February 14, 2008 our common stock began trading on the TorontoStock Exchange (“TSX”), also under the symbol “GMO.” The following table sets forth our common stock closing price as reported on the NYSE MKT: YearQuarterHigh Low 2014First Quarter$1.42$0.99Second Quarter$1.23$0.82Third Quarter$1.17$0.75Fourth Quarter$0.74$0.282013First Quarter$4.23$2.17Second Quarter$2.24$1.72Third Quarter$2.05$1.59Fourth Quarter$1.73$1.06 Holders As of March 4, 2015, there were approximately 430 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 theforeseeable 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 adividend is subject to limits imposed by Delaware corporate law. In determining whether to declare dividends, the board will consider these limits, ourfinancial condition, results of operations, working capital requirements, future prospects, and other factors it considers relevant. Stock Performance Graph The performance graph covers the period from December 31, 2009 through December 31, 2014. The graph compares the total return of our commonstock (GMO) to the Dow Jones US Mining Index, the Russell 2000 Index and selected competitors in our industry, assuming an initial investment of $100.00. 30Table of Contents Company31-Dec-0931-Dec-1031-Dec-1131-Dec-1231-Dec-1331-Dec-14 General Moly (GMO)$100.00$311.54$148.56$199.04$64.4227.40Thompson Creek Metals (TCM)100.00125.6059.3935.2418.6014.25Alloycorp (AVT)100.00161.9047.6242.8623.8123.81Freeport McMoRan (FCX)100.00152.6696.4194.31111.0171.24Adanac Molybdenum (AUA)100.0085.634.952.381.621.71iShares Dow Jones Basic Materials100.00130.98111.08124.32146.4150.82iShares Russell 2000100.00126.93121.63145.78196.86206.78 ITEM 6. SELECTED FINANCIAL DATA (in millions, except per share data)For the Years Ended December 31,20142013 2012 2011 2010Loss from operations(11.0)(9.8)(11.4)(15.2)(16.6)Net loss(11.0)(16.3)(9.9)(14.8)(16.7)Basic and diluted net loss per share$(0.12)$(0.18)$(0.11)$(0.16)$(0.22) At December 31,20142013 2012 2011 2010Total assets$362.0$360.7$385.5$271.1$273.0Long-term obligations34.324.839.830.436.3Contingently redeemable noncontrolling interest210.3209.0201.998.198.8Total stockholders’ equity$126.7$134.8$148.1$143.1$136.4 31Table of Contents 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 thataffected our financial and operating performance for the years ended December 31, 2014, 2013 and 2012. This discussion should be read in conjunction withthe 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 Project, which we updated during 2011. Project Ownership 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 ourinterest in the assets related to the Mt. Hope Project, including our lease of the Mt. Hope Project, into Eureka Moly, LLC (“the LLC”), and in February 2008entered into an agreement (“LLC Agreement”) for the development and operation of the Mt. Hope Project with POS-Minerals Corporation (“POS-Minerals”). Under the LLC Agreement, POS-Minerals owns a 20% interest in the LLC and General Moly, through Nevada Moly, LLC (“Nevada Moly”), a wholly-ownedsubsidiary, owns an 80% interest. The ownership interests and/or required capital 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 capital contributions to the LLC totaling $100.0 million duringthe year ended December 31, 2008 (“Initial Contributions”). Additional amounts of $100.7 million were received from POS-Minerals in December 2012,following receipt of major operating permits for the Mt. Hope Project, including the Record of Decision (“ROD”) from the U.S. Bureau of Land Management(“BLM”). In addition, under the terms of the original LLC Agreement, since commercial production at the Mt. Hope Project was not achieved by December 31,2011, the LLC will be required to return to POS-Minerals $36.0 million of its capital contributions (“Return of Contributions”), with no correspondingreduction in POS-Minerals’ ownership percentage. Effective January 1, 2015, as part of a comprehensive agreement concerning the release of the reserveaccount described below, Nevada Moly and POS-Minerals agreed that the $36.0 million will be due to POS-Minerals on December 31, 2020; provided that,at any time on or before November 30, 2020, Nevada Moly and POS-Minerals may agree in writing to extend the due date to December 31, 2021; and if thedue date has been so extended, at any time on or before November 30, 2021, Nevada Moly and POS-Minerals may agree in writing to extend the due date toDecember 31, 2022. If the repayment date is extended, the unpaid amount will bear interest at a rate per annum of LIBOR plus 5%, which interest shallcompound quarterly, commencing on December 31, 2020 through the date of payment in full. Payments of accrued but unpaid interest, if any, shall be madeon the repayment date. Nevada Moly may elect, on behalf of the Company to cause the Company to prepay, in whole or in part, the $36.0 million at anytime, without premium or penalty, along with accrued and unpaid interest, if any. The $36.0 million due to POS-Minerals will be reduced, dollar for dollar,by the amount of capital contributions required from POS-Minerals under approved budgets of the LLC, as discussed further below. If Nevada Moly does notfund its additional capital contribution in order for the LLC to make the required return to POS-Minerals of capital contributions set forth above, 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 estimatedto be 5%. In the latter case, Nevada Moly’s interest in the LLC is subject to dilution by a percentage equal to the ratio of 1.5 times the amount of the unpaidReturn of 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, 2014, the aggregate amount of deemed capital contributions of both parties was $1,075.9 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 orthe Company, as defined in the LLC Agreement, followed by a failure to use standard mining industry practice in connection with the development andoperation of the Mt. Hope Project as contemplated by the parties for a period of 12 consecutive months. If POS-Minerals puts its interest, Nevada Moly or itstransferee or surviving entity would be required to purchase the interest for 120% of POS-Minerals’ total contributions to the LLC, which, if not paid timely,would be subject to 10% interest per annum. In November 2012, the Company and POS-Minerals began making monthly pro rata capital contributions to the LLC to fund costs incurred asrequired by the LLC Agreement. The interest of a party in the LLC that does not make its monthly pro rata capital contributions to fund costs incurred issubject to dilution based on the Dilution Formula. The Company and POS-Minerals consented, effective July 1, 2013, to Nevada Moly accepting financialresponsibility for POS-Minerals’ 20% interest in costs related to Nevada Moly’s compensation and reimbursement as Manager of the LLC, and certainowners’ costs associated with Nevada Moly’s ongoing 32Table of Contents progress to complete project financing for its 80% interest, resulting in $2.9 million paid by Nevada Moly on behalf of POS-Minerals during the term of theconsensual agreement, which ended on June 30, 2014. From July 1 to December 31, 2014, POS-Minerals once again contributed its 20% interest in all costsincurred by the LLC. Subject to the terms above, all required monthly contributions have been made by both parties. Effective January 1, 2015, Nevada Moly and POS-Minerals signed an amendment to the LLC agreement under which $36.0 million held by the LLCin a reserve account established in December 2012 will be released over the next few years for the benefit of the Mt. Hope Project. The reserve account willinitially fund a reimbursement of contributions made by the members during the fourth quarter of 2014, inclusive of $0.7 million to POS-Minerals and $2.7million to Nevada Moly. The funds will then be used to pay ongoing expenses of the LLC until the Company obtains full financing for its portion of the Mt.Hope Project construction cost, or until the reserve account is exhausted. Any remaining funds after financing is obtained will be returned to the Company. POS-Minerals remains obligated to make capital contributions for its 20% portion of equipment payments required by approved budgets of the LLC, andsuch amounts contributed by the reserve account on behalf of POS-Minerals will reduce, dollar for dollar, the amount of the Return of Contributions that theLLC is required to return to POS-Minerals, as described above. Permitting Completion and Project Restart On November 16, 2012, the BLM issued its ROD authorizing development of the Mt. Hope Project. The ROD approves the Plan of Operations(“PoO”) for construction and operation of the mining and processing facilities and also grants the Rights-of-Way for a 230kV power transmission line,discussed below. Monitoring and mitigation measures identified in the ROD, developed in collaboration with the regulatory agencies involved throughoutthe permitting process, will avoid, minimize, and mitigate environmental impacts, and reflect the Company’s commitment to operate the Mt. Hope Project tothe highest environmental standards. On February 15, 2013, Great Basin Resource Watch and the Western Shoshone Defense Project (“Plaintiffs”) filed a Complaint against the U.S.Department of the Interior and the BLM in the U.S. District Court, District of Nevada, seeking relief under the NEPA and other federal laws challenging theBLM’s issuance of the ROD for the Mt. Hope Project, and on February 20, 2013 filed a Motion for Preliminary Injunction. The Court allowed the LLC tointervene in the matter. On August 22, 2013, the Court denied, without prejudice, the Motion for Preliminary Injunction based on the parties’ Joint Stipulation to ContinuePreliminary Injunction Oral Argument, which advised the Court that as a result of current economic conditions, including the Company’s ongoing financingefforts, all major ground disturbing activities had ceased at the Mt. Hope Project. On July 23, 2014, the Court denied Plaintiffs’ motion for summary judgment in its entirety and on August 1, 2014 the Court entered judgment infavor of the Defendants and the LLC, and against Plaintiffs regarding all claims raised in the Complaint. On September 22, 2014, the Plaintiffs filed their notice of appeal to the U.S. Court of Appeals for the Ninth Circuit of the U.S. District Court’sdismissal. Plaintiffs submitted their Opening Brief on January 23, 2015 and Defendants and the LLC’s deadline to file their Response Brief is March 27,2015. All Mt. Hope Project permits remain in effect and the Company is confident in the BLM’s process and will continue to vigorously defend thissubsequent appeal of the ROD. On June 17, 2014, the LLC submitted an amendment to the approved PoO to reflect minor design changes that were identified during continuedengineering and the initial phases of construction, and on November 6, 2014, submitted minor revisions to the amendment. The BLM has determined that anEnvironmental Assessment (“EA”) is required under the NEPA to analyze and disclose environmental impacts associated with these changes. As per theNEPA regulatory framework, the decision to complete an EA means that BLM has preliminarily determined that impacts will not be significant. The BLM hasinitiated the EA process, completion of which is anticipated to culminate in issuance of a Finding Of No Significant Impact (FONSI). We expect this processto be completed in the first half of 2015. During the amendment review and preparation of the EA, the approved PoO remains in effect and the LLC isauthorized to continue construction under that existing approval. The changes proposed in the amendment are similar to approved activities, and we do notanticipate any additional baseline studies or mitigation will be required. Ongoing changes to permits and the PoO during the life of mining operations aretypical as design evolves and operations are optimized. The State of Nevada Division of Environmental Protection (“NDEP”) issued a Reclamation Permit for the Mt. Hope Project on November 19, 2012,which authorizes surface disturbance and construction of facilities. The Reclamation Permit also approved the Phase 1 reclamation cost estimate ofapproximately $73.4 million and established bonding requirements based on this estimate. The BLM accepted the LLC’s reclamation surety bonding insatisfaction of financial guarantee requirements under the ROD for the Mt. Hope Project. The surety bond program remains funded with a cash collateralpayment of $5.6 million, which was reduced in November, 2014 to $4.6 million. 33Table of Contents On May 29, 2012, NDEP issued a Class II Air Quality Operating Permit for the Mt. Hope Project. This permit establishes operating restrictions andmonitoring requirements associated with specific air emission points. On November 26, 2012, NDEP issued a Water Pollution Control Permit (“WPC”) for the Mt. Hope Project. The WPC also approves the operationaland closure plans for the Mt. Hope Project, and establishes monitoring requirements. The LLC initiated cultural clearance activities at the Mt. Hope Project in early December 2012 upon receipt of an Archaeological ResourceProtection Act Permit issued by the State Archeologist at the Nevada State Office of the BLM. Cultural clearance is an important component of the LLC’scommitment to environmental protection and will be completed before major earthworks are done in any of the construction areas. The LLC has clearedpriority areas for initial construction and will continue mitigation throughout the disturbance footprint. Use of this phased approach is intended to allow theLLC to maintain uninterrupted construction progress once construction resumes. On January 2, 2013, the Public Utilities Commission of Nevada (“PUCN”) issued the LLC a permit to construct a 230kV power line thatinterconnects with Nevada Energy’s transmission system at the existing Machacek Substation located near the town of Eureka, Nevada and extend itapproximately 25 miles to the planned Mt. Hope Substation. In addition, the BLM approved the LLC’s surety bonds for reclamation of disturbanceassociated with construction of the 230kV power transmission line. The PUCN permit and approved bond allows the LLC to build the transmissioninfrastructure in a timely manner and provide the necessary capacity to power construction activities and Mt. Hope Project operations. Construction of thetransmission line will also include upgrades to the existing Machacek Substation near Eureka that will improve the reliability of electrical power to thecommunity. At full production the Mt. Hope Project will have a total electrical demand load of approximately 75 megawatts. Transmission capacity wassecured in 2008 and the LLC will negotiate for generating capacity prior to Mt. Hope Project commissioning activities, which will be available once thepower line is constructed and energized. The LLC initiated preliminary construction activities in early January 2013 including early wellfield development and clearing and grubbing ofterrain. Completion of the wellfield and water distribution systems are key items necessary to begin major construction activities. Preliminary work alsoincluded clearing the open pit minesite, millsite, tailings dam and administrative office areas. Further activities have been suspended as a result of the delayin financing for the Mt. Hope Project and will resume as financing becomes available. Capital & Operating Cost Estimates The development of the Mt. Hope Project has a Project Capital Estimate of $1,312 million, which includes development costs of approximately$1,245 million and $67 million in cash financial guaranty/bonding requirements, advance royalty payments, and power pre-payment estimates. Thesecapital costs were updated in the third quarter of 2012, and were then escalated by approximately 3% in the third quarter of 2013, for those items not yetprocured or committed to by contract. The Mt. Hope Project has not materially changed in scope and is currently designed at approximately 65%engineering completion, with solid scope definition. The pricing associated with the estimate remains subject to escalation associated with equipment,construction labor and commodity price increases, and project delays, which will continue to be reviewed periodically. The Project Capital Estimate doesnot include financing costs or amounts necessary to fund operating working capital and potential capital overruns, is subject to additional holding costs asthe Company experiences delays in achieving its portion of financing for the Mt. Hope Project, and may be subject to other escalation and de-escalation ascontracts and purchase arrangements are finalized at then current pricing. From October 2007 through the year ended December 31, 2013, the LLC spentapproximately $273.6 million of the estimated $1,312 million on development of the Mt. Hope Project. The LLC’s Project Operating Cost Estimate forecasts molybdenum production of approximately 40 million pounds per year for the first five years ofoperations at estimated average direct operating costs of $6.28 per pound, based on $90 per barrel oil equivalent energy prices. The Costs Applicable toSales (“CAS”) per pound, including anticipated royalties calculated at a market price of $15 per pound molybdenum, are anticipated to average $7.00 perpound. For a reconciliation of direct operating costs, a non-GAAP measure, to CAS, see “Business—Description of the Mt. Hope Project—Reserves andMineralized Material—Production and Operating Cost Estimates” above. These cost estimates are based on 2013 constant dollars and are subject to costinflation or deflation. Equipment and Supply Procurement Through December 31, 2014, the LLC has made deposits and/or final payments of $74.2 million on equipment orders, has spent approximately$187.4 million for the development of the Mt. Hope Project and has paid $12.0 million into an escrow arrangement for electricity transmission services, for atotal Mt. Hope Project inception-to-date spend of $273.6 million. 34Table of Contents In 2012, the LLC issued a firm purchase order for eighteen haul trucks. The order provides for delivery of those haul trucks required to performinitial mine development, which will begin several months prior to commercial production. Non-refundable down-payments of $1.2 million were made in2012, with pricing subject to escalation as the trucks were not delivered prior to December 31, 2013. During the third quarter of 2014, the LLC renegotiatedthe timelines for truck delivery, accepting a 4% price increase and delaying deliveries into December 2015. The contract is cancellable with no furtherliability to the LLC. Also in 2012, the LLC issued a firm purchase order for four mine production drills with a non-refundable down-payment of $0.4 million, and pricingwas subject to escalation if the drills were not delivered by the end of 2013. In the third quarter of 2014, the LLC accepted a change order which delayeddelivery into December 2015 and triggered a $0.3 million price increase. The contract remains cancellable with no further liability to the LLC. On June 30, 2012, the LLC’s contract to purchase two electric shovels expired. On July 11, 2012, we signed a letter of intent with the same vendorproviding for the opportunity to purchase the electric shovels at prices consistent with the expired contract, less a special discount in the amount of $3.4million to provide credit to the LLC for amounts paid as deposits under the expired contract. The letter of intent provides that equipment pricing will remainsubject to inflation indexes and guarantees production slots to ensure that the equipment is available when required by the LLC. In June 2014, the partiesagreed to extend the letter of intent through June 30, 2015. Termination of Agreements with Hanlong (USA) Mining Investment Inc. In March 2010, we signed a series of agreements with Hanlong (USA) Mining Investment, Inc. (“Hanlong”), an affiliate of Sichuan Hanlong Group, aprivately held Chinese company. The agreements formed the basis of a $745 million transaction that was intended to provide the Company with adequatecapital to contribute its 80% share of costs to develop the Mt. Hope Project. The agreements included a Securities Purchase Agreement (the “PurchaseAgreement”) that provided for the sale to Hanlong of shares of our common stock in two tranches that would have aggregated 25% of our outstanding stockon a fully diluted basis, conditioned on Hanlong procuring a project financing Term Loan from a Chinese bank; a Stockholder Agreement that providedHanlong representation on our Board, governed how Hanlong would vote its shares of the Company, and limited Hanlong’s ability to purchase or dispose ofour securities; and a Bridge Loan whereby Hanlong provided $10 million to the Company to preserve liquidity until availability of the Term Loan. Pursuantto the Purchase Agreement, in December, 2010, we issued 11.8 million shares of common stock for the first tranche to Hanlong, for a purchase price of $40million. After the share purchase, Hanlong became entitled to nominate one director to serve on our Board, and Nelson Chen was designated by Hanlong toserve in that capacity. We granted Hanlong registration rights with respect to those shares. The Company filed a Registration Statement on Form S-3 inDecember 2013, which, among other transactions included registration of the Hanlong shares, thereby allowing Hanlong to sell their shares to a third party. The registration statement was declared effective on January 29, 2014. In October 2012, we entered into an agreement with Hanlong for a Subordinated Debt Facility (“Sub Debt Facility”) of up to $125.0 million. Simultaneously with the execution of the Sub Debt Facility, the Company issued a warrant to Hanlong with a 2.5-year maturity to purchase ten million sharesof the Company’s common stock. In May 2013, the Company and Hanlong mutually agreed to terminate the Sub Debt Facility and warrant to provide theCompany with greater flexibility in securing an additional strategic partner. As the warrant was fully vested and exercisable at the time of termination, thisresulted in an $11.5 million non-cash charge to the income statement for the remaining unamortized value associated with the issuance of the warrant. As a result of Hanlong’s failure to timely procure the Term Loan as required by the Purchase Agreement, in August 2013, the Company terminatedcertain agreements it had in place with Hanlong. In addition, as a result of the failure to procure the Term Loan, Hanlong was obligated to pay the Companya break fee of $10.0 million. The Company and Hanlong agreed to offset the break fee against the repayment of the $10.0 million Bridge Loan. Theoutstanding balance of the Bridge Loan and related accrued interest were recorded on the income statement as constructive receipt of break fee for $10.0million and forgiveness of debt of bridge loan interest for $0.8 million. Concurrently, the Company wrote off $6.4 million of debt issuance costs, as thosecosts were related to Hanlong’s obligation to procure the Term Loan to construct the Mt. Hope Project, and that obligation was released upon termination ofthe Purchase Agreement. In connection with the termination of the Hanlong agreements, most of the provisions of the Stockholder Agreement were also terminated. Underthe continuing provisions of the Stockholder Agreement, Hanlong’s right to designate one nominee to the Board continues until such time that Hanlong’sownership percentage falls below 10%. As of September 30, 2014, Hanlong owns approximately 13% of our outstanding common stock. In June, 2013, theBoard recommended the election of Mr. Chen as a Class III member, in the Board’s slate of nominees submitted to our stockholders, pursuant to theStockholder Agreement. He was elected by a vote of the stockholders at the Company’s 2013 Annual Meeting of Stockholders for a three-year term, expiringin June 2016. 35Table of Contents Molybdenum Market Update 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 perpound 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 financialcrisis. Subsequent to April 2009, prices slowly rose finishing 2009 at $12.00 per pound and further increasing to finish 2010 at $16.40 per pound. By theend of 2011, prices had pulled back to $13.30 per pound, then decreased further to $9.75 per pound at the conclusion of 2013. In 2014, molybdenum hastraded in a range of $8.83 per pound to $15.15 per pound according to Ryan’s Notes, with performance for the first eight months of the year driven by tightersupply of material and solidifying downstream demand, particularly in the stainless steel, energy infrastructure and transportation industries. Beginning inSeptember 2014, molybdenum price experienced a sharp pullback reflecting softening spot market molybdenum demand, incremental supply entering themarket, and a strengthening U.S. dollar, amongst other factors. Liquidity, Capital Resources and Capital Requirements Year Ended December 31, 2014 Compared to Year Ended December 31, 2013 Our total consolidated cash balance at December 31, 2014 was $13.3 million compared to $21.7 million at December 31, 2013. The decrease in ourcash balances for the year ended December 31, 2014 was due primarily to ongoing care and maintenance for the Mt. Hope Project and general andadministrative expenditures incurred of $18.2 million offset by the receipt of ongoing cash contributions received from POS-Minerals of $1.3 million and theprivate placement of $8.5 million of units consisting of convertible notes and warrants in December 2014. Deposits on property, plant and equipment relateprimarily to scheduled payments for long-lead time equipment for the Mt. Hope Project; see “— Contractual Obligations” below. The majority of fundsexpended were used to advance the Mt. Hope Project. The LLC also established a $36.0 million reserve account in December of 2012, at the direction of the LLC management committee. These funds arepayable to Nevada Moly upon release, at which time they become available for use by the Company. Effective January 1, 2015, Nevada Moly and POS-Minerals signed an amendment to the LLC agreement under which $36.0 million held by the LLC in a reserve account established in December 2012 will bereleased over the next few years for the benefit of the Mt. Hope Project as discussed above. The cash needs for the development of the Mt. Hope Project are significant and require that we arrange for financing to be combined with fundsanticipated to be received from POS-Minerals in order to retain its 20% membership interest. The Company estimates the go-forward capital required for theMt. Hope Project, based on 65% completed engineering, to be approximately $1,038 million, of which the Company’s 80% capital requirement is $830million. The Company continues its efforts to obtain full financing of the fully permitted, construction-ready Mt. Hope Project. Negotiations on investmentagreement terms, sponsorship requirements, and indicative loan terms associated with a $700 to $750 million debt and equity package are continuing toadvance, with strong interest from a private Chinese industrial company and a large Chinese bank in advancing the fully permitted, construction-readyproject. The Company is also continuing to explore other potential strategic options. There is no assurance that the Company will be successful in raisingthe financing required to complete the Mt. Hope Project, or in raising additional financing in the future on terms acceptable to the Company, or at all. Further, the Company does not have an estimated timeframe for finalizing any financing agreements. In order to preserve our cash liquidity, effective September 7, 2013, we implemented a cost reduction and personnel retention program, whichincluded reductions in base cash compensation for our executive officers, senior management employees and members of the Board of Directors. Weapproved cash and equity incentives for the executive officers who remained with the Company through the earliest to occur of a financing plan for the Mt.Hope Project approved by the Board of Directors, a Change of Control (as defined in the employment or change of control agreements between the Companyand each of our executive officers); involuntary termination (absent cause); or January 15, 2015 (the “Vesting Date”), and a personnel retention programproviding cash and equity incentives for other employees who remained with the Company. As part of the reduction in force implemented in late 2014, wepaid $0.3 million in the fourth quarter of 2014, and on the vesting date, we paid $1.1 million under this plan and issued 726,493 shares of common stock tothose employees remaining with the Company. In December 2014, the Company sold and issued $8.5 million in units consisting of Convertible Senior Notes (the “Notes”) and warrants toaccredited investors, including several directors and officers of the Company, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, andRule 506 thereunder. The Notes are unsecured obligations and are senior to any of the Company’s future secured obligations to the extent of the value of thecollateral securing such obligations. The warrants are 36Table of Contents exercisable between June 26, 2015 and December 26, 2019, for an aggregate of 8,535,000 shares of the Company’s common stock at $1.00 per share. TheCompany received net proceeds from the sale of the units of approximately $8.0 million, after deducting discounts and offering expenses of approximately$0.5 million. Net proceeds from the sale will be used to fund ongoing operations until the Company’s portion of project financing is obtained. Effective January 1, 2015, Nevada Moly and POS-Minerals signed an amendment to the LLC agreement under which the $36.0 million held by theLLC in a reserve account will be released for the benefit of the Mt. Hope Project. The reserve account will initially fund a reimbursement of contributionsmade by the members during the fourth quarter of 2014, inclusive of $0.7 million to POS-Minerals and $2.7 million to Nevada Moly. The funds will then beused to pay ongoing expenses of the LLC until the Company obtains full financing for its portion of the Mt. Hope Project construction cost, or until thereserve account is exhausted. Any remaining funds after financing is obtained will be returned to the Company. POS-Minerals remains obligated to makecapital contributions for its 20% portion of equipment payments required by approved budgets of the LLC, and such amounts contributed by the reserveaccount on behalf of POS-Minerals will reduce, dollar for dollar, the amount of capital contributions that the LLC is required to return to POS-Minerals, asdescribed above. Based on our commitments as of December 31, 2014, we expect to make additional payments of approximately $12.8 million under milling processequipment orders in 2015 and $1.9 million in 2016, out of the LLC’s $36.0 million reserve account. With our cash conservation plan, our non-equipmentrelated cash requirements have declined to approximately $1.3 million per month, a portion of which is payable out of the aforementioned reserve account. Accordingly, based on our current cash on hand and our ongoing cash conservation plan, the Company expects it will have adequate liquidity in order tofund our working capital needs through 2015. When financing becomes available, the additional funding will allow us to restart equipment procurement, and agreements that were suspended orterminated will be renegotiated under current market terms and conditions, as necessary. In the event of an extended delay related to availability of theCompany’s portion of full financing for the Mt. Hope Project, the Company will make its best efforts to revise procurement and construction commitments topreserve liquidity, our equipment deposits and pricing structures. Total assets as of December 31, 2014 increased to $362.0 million compared to $360.7 million as of December 31, 2013 primarily due to proceedsfrom the Notes issued in December 2014 . Year Ended December 31, 2013 Compared to Year Ended December 31, 2012 Our total consolidated cash balance at December 31, 2013 was $21.7 million compared to $68.3 million at December 31, 2012. The decrease in ourcash balances for the year ended December 31, 2013 was due primarily to development of the Mt. Hope Project and general and administrative expendituresincurred of $53.7 million offset by the receipt of ongoing cash contributions received from POS-Minerals of $7.1 million. Total assets as of December 31, 2013 decreased to $360.7 million compared to $385.5 million as of December 31, 2012 primarily due to the write-offof capitalized debt issuance costs related to the warrants previously issued to Hanlong, costs incurred as part of the due diligence for the Term Loan, andgeneral and administrative costs incurred during 2013 which reduced cash. Results of Operations Year Ended December 31, 2014 Compared to Year Ended December 31, 2013 For the year ended December 31, 2014 we had a consolidated net loss of $11.0 million compared with a net loss of $16.3 million in the same periodfor 2013. The 2013 net loss includes the constructive receipt of the Hanlong break fee for $10.0 million, the write off of unamortized warrant expense for$11.5 million, forgiveness of debt of bridge loan interest for $0.8 million, and a $6.4 million write off of debt issuance costs as discussed below. For the years ended December 31, 2014 and 2013, exploration and evaluation expenses were $2.1 million and $0.8 million, respectively, reflectingsome ongoing prefeasibility work and continuous care and maintenance expense at the Liberty Project, culminating in a new pre-feasibility study beingissued in 2014. For the years ended December 31, 2014 and 2013, general and administrative expenses, comprised largely of salaries and benefits, legal and auditfees, insurance costs, and outside contracted services, were $8.9 million and $9.0 million, respectively. The decrease in costs in 2014 compared to theprevious year relates primarily to our efforts to reduce costs and conserve cash. 37Table of Contents For the years ended December 31, 2014 and 2013, the write off of unamortized warrant expense was nil and $11.5 million, respectively, as a result ofthe write off of loan commitment costs associated with the termination of the warrant issued to Hanlong in connection with the Sub Debt Facility. For the years ended December 31, 2014 and 2013, constructive receipt of break fee was nil and $10.0 million, respectively, and forgiveness of debtof bridge loan interest for nil and $0.8 million, respectively, as a result of the termination of the Hanlong relationship in August 2013. For the years ended December 31, 2014 and 2013, write off of debt issuance costs was nil and $6.4 million, respectively, as a result of thetermination of the Hanlong relationship in August 2013. For the years ended December 31, 2014 and 2013, interest income was nil as a result of low deposit interest rates on consolidated cash balances in2014 and 2013. Interest expense for the year ended December 31, 2014 and 2013 was nil and $0.8 million, respectively, as a result of interest accrued on thebridge loan outstanding during 2013 and amortization of loan commitment costs related to the Hanlong warrant in 2013. Year Ended December 31, 2013 Compared to Year Ended December 31, 2012 For the year ended December 31, 2013 we had a consolidated net loss of $16.3 million compared with a net loss of $9.9 million in the same periodfor 2012. The 2013 net loss includes the constructive receipt of the Hanlong break fee for $10.0 million, write off of warrant expense for $11.5 million,forgiveness of debt of bridge loan interest for $0.8 million, and a $6.4 million write off of debt issuance costs as discussed below. For the years ended December 31, 2013 and 2012, exploration and evaluation expenses were $0.8 million and $0.8 million, respectively, reflectingsome ongoing prefeasibility work and continuous care and maintenance expense at the Liberty Project. For the years ended December 31, 2013 and 2012, general and administrative expenses, comprised largely of salaries and benefits, legal and auditfees, insurance costs, and outside contracted services, were $9.0 million and $10.6 million, respectively. The decrease in costs in 2013 compared to theprevious year relates primarily to overall decreases in consulting and legal costs as well as reduced spending on administrative costs as part of our cashconservation plan. For the years ended December 31, 2013 and 2012, write-down of warrant expense was $11.5 million and nil, respectively, as a result of the write offof loan commitment costs associated with the warrant issued to Hanlong in connection with the termination of the Sub Debt Facility. The unamortized valueof the warrant was written off upon termination of the warrant. For the years ended December 31, 2013 and 2012, constructive receipt of break fee was $10.0 million and nil, respectively, and forgiveness of debtof bridge loan interest for $0.8 million and nil, respectively, as a result of the termination of the Hanlong relationship in August 2013. For the years ended December 31, 2013 and 2012, write off of debt issuance costs was $6.4 million and nil, respectively, as a result of thetermination of the Hanlong relationship in August 2013. For the years ended December 31, 2013 and 2012, interest income was nil as a result of low deposit interest rates on consolidated cash balances in2013 and 2012. Interest expense for the year ended December 31, 2013 and 2012 was $0.8 million and $0.5 million, respectively, as a result of interestaccrued on the bridge loan outstanding during 2013 and 2012 and amortization of loan commitment costs related to the Hanlong warrant in 2013. Off-Balance Sheet Arrangements None. Contractual Obligations Our contractual obligations as of December 31, 2014 were as follows, based on financing expectations: Payments due by period(in millions) Contractual obligations *Total2015 2016 - 2017 2017 & Beyond Senior Convertible Notes**8.58.5Operating Lease Obligations0.20.10.1—Agricultural Sustainability Trust Contributions4.0—4.0—Equipment Purchase Contracts14.712.81.9—Advance Royalties5.70.55.2—Reclamation Surety Bonding11.6—11.6—3M Plan Contributions1.0—1.0—Total$45.7$13.4$23.8$8.5 38Table of Contents * With the exception of the Senior Notes, which are the obligation of the Company, all amounts are commitments of the LLC, and as a result of theagreement between Nevada Moly and POS-Minerals are to be funded by the reserve account until such time that the Company obtains financing for itsportion of construction costs at the Mt. Hope Project or until the reserve account balance is exhausted, and thereafter are to be funded 80% by Nevada Molyand 20% by POS-Minerals. POS-Minerals remains obligated to make capital contributions for its 20% portion of equipment payments required by approvedbudgets of the LLC, and such amounts contributed by the reserve account on behalf of POS-Minerals will reduce, dollar for dollar, the amount of capitalcontributions that the LLC is required to return to POS-Minerals, as described above. ** The Company is obligated to pay interest on the senior convertible notes at a rate of 10% per year, payable quarterly. Through December 31, 2014, the LLC has made deposits and/or final payments of $74.2 million on equipment orders, has spent approximately$187.4 million for the development of the Mt. Hope Project and has paid $12.0 million into an escrow arrangement for electricity transmission services, for atotal Mt. Hope Project inception-to-date spend of $273.6 million. In 2012, the LLC issued a firm purchase order for eighteen haul trucks. The order provides for delivery of those haul trucks required to performinitial mine development, which will begin several months prior to commercial production. Non-refundable down-payments of $1.2 million were made in2012, with pricing subject to escalation as the trucks were not delivered prior to December 31, 2013. During the third quarter of 2014, the LLC renegotiatedthe timelines for truck delivery, accepting a 4% price increase and delaying deliveries into December 2015. The contract is cancellable with no furtherliability to the LLC. Also in 2012, the LLC issued a firm purchase order for four mine production drills with a non-refundable down-payment of $0.4 million, and pricingwas subject to escalation if the drills were not delivered by the end of 2013. In the third quarter of 2014, the LLC accepted a change order which delayeddelivery into December 2015 and triggered a $0.3 million price increase. The contract remains cancellable with no further liability to the LLC. On June 30, 2012, the LLC’s contract to purchase two electric shovels expired. On July 11, 2012, we signed a letter of intent with the same vendorproviding for the opportunity to purchase the electric shovels at prices consistent with the expired contract, less a special discount in the amount of $3.4million to provide credit to the LLC for amounts paid as deposits under the expired contract. The letter of intent provides that equipment pricing will remainsubject to inflation indexes and guarantees production slots to ensure that the equipment is available when required by the LLC. In June 2014, the partiesagreed to extend the letter of intent through June 30, 2015. If the LLC does not make the payments contractually required under these purchase contracts, it could be subject to claims for breach of contract orto cancellation of the respective purchase contract. In addition, the LLC may proceed to selectively suspend, cancel or attempt to renegotiate additionalpurchase contracts if necessary to further conserve cash. See “Liquidity, Capital Resources and Capital Requirements” above. If the LLC cancels orbreaches any contracts, the LLC will take all appropriate action to minimize any losses, but could be subject to liability under the contracts or applicablelaw. The cancellation of certain key contracts could cause a delay in the commencement of operations, and could add to the cost to develop the Company’sinterest in the Mt. Hope Project. Through December 31, 2014, the LLC has made deposits and/or final payments of $74.2 million on equipment orders. Of these deposits, $64.4million relate to fully fabricated items, primarily milling equipment, for which the LLC has additional contractual commitments of $14.7 million noted in thetable above. The remaining $9.8 million reflects both partially fabricated milling equipment, and non-refundable deposits on mining equipment. Asdiscussed in Note 12 to the consolidated financial statements contained elsewhere in this report, the mining equipment agreements remain cancellable withno further liability to the LLC. The underlying value and recoverability of these deposits and our mining properties in our consolidated balance sheets aredependent on the LLC’s ability to fund development activities that would lead to profitable production and positive cash flow from operations, or proceedsfrom the disposition of these assets. There can be no assurance that the LLC will be successful in obtaining project financing, in generating future profitableoperations, disposing of these assets or the Company securing additional funding in the future on terms acceptable to us or at all. Our audited consolidatedfinancial statements do not include any adjustments relating to recoverability and classification of recorded assets or liabilities. 39Table of Contents Obligations under capital and operating leases We have contractual obligations under operating leases that will require a total of $0.2 million in payments over the next three years. Operatingleases consist primarily of rents on office facilities and office equipment. Our expected payments are $0.1 million, $0.1 million, and nil for the years endedDecember 31, 2015, 2016 and 2017, respectively. Creation of Agricultural Sustainability Trust On August 19, 2010, the LLC entered into an agreement with the Eureka Producers’ Cooperative (the “EPC”) whereby the LLC will fund a $4.0million Sustainability Trust (the “Trust”) in exchange for the cooperation of the EPC with respect to the LLC’s water rights and permitting of the Mt. HopeProject. The Trust will be tasked with developing and implementing programs that will serve to enhance the sustainability and well-being of the agriculturaleconomy in the Diamond Valley Hydrographic Basin through reduced water consumption. The Trust may be funded by the LLC over several years based on the achievement of certain milestones, which are considered to be probable, and assuch $4.0 million is accrued in the Company’s December 31, 2014, financial statements and is included in mining properties, land, and water rights. Permitting Considerations In the ordinary course of business, mining companies are required to seek governmental permits for expansion of existing operations or for thecommencement of new operations. The LLC was required to obtain approval from the U.S. Bureau of Land Management (“BLM”) to implement the Mt. HopeProject Plan of Operations (“PoO”). This approval, in the form of a Record of Decision (“ROD”) was obtained only after successful completion of the processof environmental evaluation, which incorporates substantial public comment. The LLC was also required to obtain various state and federal permitsincluding, but not limited to, water protection, air quality, water rights and reclamation permits. In addition to requiring permits for the development of theMt. Hope Project, we will need to obtain and modify various mining and environmental permits during the life of the Mt. Hope Project. Maintaining,modifying, and renewing the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and ofteninvolving public hearings and substantial expenditures. The duration and success of the LLC’s efforts to obtain, modify or renew permits will be contingentupon many variables, some of which are not within the LLC’s control. Increased costs or delays could occur, depending on the nature of the activity to bepermitted and the interpretation of applicable requirements implemented by the permitting authority. All necessary permits may not be obtained and, ifobtained, may not be renewed, or the costs involved in each case may exceed those that we previously estimated. In addition, it is possible that compliancewith such permits may result in additional costs and delays. On November 16, 2012, the BLM issued its ROD authorizing development of the Mt. Hope Project. The ROD approves the PoO for constructionand operation of the mining and processing facilities and also grants the Rights-of-Way for a 230 kV power transmission line, discussed below. Monitoringand mitigation measures identified in the ROD developed in collaboration with the regulatory agencies involved throughout the permitting process willavoid, minimize, and mitigate environmental impacts, and reflect the Company’s commitment to operate the Mt. Hope Project to the highest environmentalstandards. On February 15, 2013, Great Basin Resource Watch and the Western Shoshone Defense Project (“Plaintiffs”) filed a Complaint against the U.S.Department of the Interior and the BLM in the U.S. District Court, District of Nevada, seeking relief under the National Environmental Policy Act (“NEPA”)and other federal laws challenging the BLM’s issuance of the ROD for the Mt. Hope Project, and on February 20, 2013 filed a Motion for PreliminaryInjunction. The Court allowed the LLC to intervene in the matter. On August 22, 2013, the Court denied, without prejudice, the Motion for Preliminary Injunction based on the parties’ Joint Stipulation to ContinuePreliminary Injunction Oral Argument, which advised the Court that as a result of current economic conditions, including the Company’s ongoing financingefforts, all major ground disturbing activities had ceased at the Mt. Hope Project. On July 23, 2014, the Court denied Plaintiffs’ motion for summary judgment in its entirety and on August 1, 2014 the Court entered judgment infavor of the Defendants and the LLC, and against Plaintiffs regarding all claims raised in the Complaint. On September 22, 2014, the Plaintiffs filed their notice of appeal to the U.S. Court of Appeals for the Ninth Circuit of the U.S. District Court’sdismissal. Plaintiffs submitted their Opening Brief on January 23, 2015 and Defendants and the LLC’s deadline to file their Response Brief is March 27,2015. All Mt. Hope Project permits remain in effect and the Company is confident in the BLM’s process and will continue to vigorously defend thissubsequent appeal of the ROD. 40Table of Contents The Mt. Hope Project underwent exhaustive environmental analysis and review that lasted more than 6 years. The process to complete the finalEnvironmental Impact Statement (“EIS”) included extensive public and cooperating agency input (including the BLM, the National Park Service, the U.S.Environmental Protection Agency, the Nevada Division of Wildlife and the County of Eureka). The Company supports the work completed by the BLM andbelieves that the ROD complies will all federal statutes and rules, and is very robust and defensible. Water Rights Considerations The Nevada State Engineer (“State Engineer”) has issued all water permits for the Mt. Hope Project. Eureka County, Nevada and two other partiescomprised of three individual water rights holders in Diamond Valley and one in Kobeh Valley filed an appeal in July 2012 to the Nevada Supreme Courtchallenging the granting of water permits by the State Engineer. On June 26, 2013, the appeal was consolidated with a similar appeal of the State Engineer’sapproval of the Monitoring, Management and Mitigation Plan (“3M Plan”) of the Mt. Hope Project, discussed below, and the Nevada Supreme Court heardoral argument on June 30, 2014 and is expected to issue its ruling in the first half of 2015. Two individual water rights holders appealed the State Engineer’s approval of the 3M Plan to the Nevada State District Court (“District Court”). Following oral argument on April 15, 2013, the District Court denied the Petition for Judicial Review of the 3M Plan and issued its Written Order on May 17,2013. Thereafter, Petitioners filed an appeal on May 20, 2013 of the District’s Court Order to the Nevada Supreme Court, which, as discussed above, has beenconsolidated with the appeal of the water permits. We remain confident the Nevada Supreme Court will uphold the District Court’s Orders regarding the 3MPlan and the water permits. Notwithstanding the above, subject to receipt of the Nevada Supreme Court’s ruling, the Company’s water permits have been granted and the waterremains available, as described above, for use at the Mt. Hope Project. 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 andremediate 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 ShoshoneCounty including our Chicago-London and Little Pine Creek properties as well as many small towns located in Northern Idaho. We have conducted aproperty environmental investigation of these properties, which revealed no evidence of material adverse environmental effects at either property. We areunaware of any pending action or proceeding relating to any regulatory matters that would affect our financial position due to these inactive mining claimsin Shoshone County. Critical Accounting Policies and Estimates Estimates The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”)requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate tounsettled 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 asset and liability method of accounting. Under this approach, deferred income taxes are recorded toreflect 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 notbelieve the Company has met the “more likely than not” standard to allow recognition of such an asset. At December 31, 2014 and 2013, we had deferred taxassets principally arising from net operating loss carryforwards for income tax purposes multiplied by an expected rate of 35%. As management of theCompany has concluded that it is not more likely than not that we will realize the benefit of the deferred tax assets, a valuation allowance equal to the netdeferred tax asset has been established. Mining Properties, Land and Water Rights The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amount maynot be recoverable. If the sum of estimated future net cash flows on an undiscounted basis is less than 41Table of Contents the carrying amount of the related asset grouping, asset impairment is considered to exist. The related impairment loss is measured by comparing estimatedfuture net cash flows on a discounted basis to the carrying amount of the asset. Changes in significant assumptions underlying future cash flow estimatesmay have a material effect on the Company’s financial position and results of operations. To date no such impairments have been identified. Property andequipment are being depreciated over useful lives of three to twenty-seven and one-half 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 recognitionprovisions 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 overthe vesting period. Determining the fair value of share-based awards at the grant date requires judgment; including estimating the expected term of theaward, volatility of the underlying equity and estimating the amount of share-based awards that are expected to be forfeited. If actual results associated withshare-based awards that are forfeited differ significantly from these estimates, stock-based compensation expense and our results of operations could bematerially impacted. Contingently Redeemable Noncontrolling Interest (“CRNCI”) Under GAAP, certain noncontrolling interests in consolidated entities meet the definition of mandatorily redeemable financial instruments if theability to redeem the interest is outside of the control of the consolidating entity. As described in Note 1 — “Description of Business”, the LLC Agreementpermits 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 afailure to use standard mining industry practice in connection with development and operation of the Mt. Hope Project as contemplated by the parties for aperiod of 12 consecutive months. As such, the CRNCI has continued to be shown as a separate caption between liabilities and equity. The carrying value ofthe CRNCI includes $36.0 million that will be returned to POS-Minerals in 2020, unless further extended by the members of the LLC as discussed above. The expected return of capital to POS-Minerals is carried at redemption value as we believe redemption of this amount is probable. The remaining carryingvalue of the CRNCI has not been adjusted to its redemption value as the contingencies that may allow POS-Minerals to require redemption of itsnoncontrolling interest are not probable of occurring. Under GAAP, until such time as that contingency has been eliminated and redemption is no longercontingent upon anything other than the passage of time, no adjustment to the CRNCI balance should be made. Future changes in the redemption value willbe recognized immediately as they occur and the Company will adjust the carrying amount of the CRNCI to equal the redemption value at the end of eachreporting period. Convertible Senior Notes and other Long-Term Debt In December 2014, the Company sold and issued $8.5 million in units consisting of Convertible Senior Notes (the “Notes”) and warrants to accreditedinvestors, including several directors and officers of the Company, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506thereunder. The Notes are unsecured obligations and are senior to any of the Company’s future secured obligations to the extent of the value of the collateralsecuring such obligations. The Notes bear interest at a rate of 10.0% per annum, payable in cash quarterly in arrears on each March 31, June 30, September 30, and December 31beginning March 31, 2015. The Notes are convertible at any time in an amount equal to 80% of the greater of (i) the average volume weighted average price(“VWAP”) for the 30 Business Day period ending on the Business Day prior to the date of the conversion, or (ii) the average VWAP for the 30 Business Dayperiod ending on the original issuance date of this note. Each Note will convert into a maximum of 100 shares per note, resulting in the issuance of up to8,535,000 shares, or 9.3% of shares outstanding. General Moly’s executive management team and board of directors who participate in the offering will berestricted from converting at a price less than $0.32, the most recent closing price at the time that the Notes were issued. The Notes are mandatorilyredeemable at par plus the present value of remaining coupons upon (i) the availability of cash from a financing for Mt. Hope and (ii) any other debtfinancing by the Company. In addition, 50% of any proceeds from the sale of assets cumulatively exceeding $250,000 will be used to prepay the Notes at parplus the present value of remaining coupons. The Company has the right to redeem the Notes at any time at par plus the present value of remaining coupons.The Private Placement was negotiated by independent members of General Moly’s board of directors, none of whom participated in the transaction. The Company additionally has certain debt related to vehicle loans and a land mortgage. These items are allocated between long-term and currentbased on payments contractually required to be made within the next twelve months. 42Table of Contents 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 molybdenumand 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 tothe rate of inflation, the exchange rates of the U.S. dollar and other currencies, interest rates, global or regional political and economic conditions, bankingenvironment, global and regional demand, production costs, and investor sentiment. See “Management’s Discussion and Analysis of Financial Conditionand Results of Operation — Molybdenum Market Update” for a discussion of molybdenum prices. 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 for our portion of the Mt. Hope production. On December 28, 2007, we entered into a molybdenum supply agreement withArcelorMittal S.A. (“ArcelorMittal”), the world’s largest steel company, that provides for ArcelorMittal to purchase 6.5 million pounds of molybdenum peryear, plus or minus 10%, once the Mt. Hope Project commences commercial operations at minimum specified levels. The supply agreement provides for afloor 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. According to publicfilings, on January 25, 2011, the boards of directors of ArcelorMittal S.A. and APERAM each approved the transfer of the assets comprising ArcelorMittal’sstainless and specialty steels businesses from its carbon steel and mining businesses to APERAM, a separate entity incorporated in the Grand Duchy ofLuxembourg. This transfer included the supply agreement the Company had in place with ArcelorMittal and the shares of the Company’s common stockpreviously owned by ArcelorMittal. Additionally, on May 14, 2008, we entered into a molybdenum supply agreement with SeAH Besteel Corporation (“SeAH Besteel”), Korea’s largestmanufacturer 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 APERAM supply agreement, the supply agreement with SeAH Besteelprovides 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 theagreement. 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 (“Sojitz”). The SojitzAgreement provides for the supply of 5.0 million pounds per year of molybdenum for five years, beginning once the Mt. Hope Project reaches certainminimum commercial production levels. One million annual pounds sold under the Sojitz Agreement will be subject to a per-pound molybdenum floor priceand is offset by a flat discount to spot molybdenum prices above the floor. The remaining 4.0 million annual pounds sold under the Sojitz Agreement will besold with reference to spot molybdenum prices without regard to a floor price. The Sojitz Agreement includes a provision that allows Sojitz the option tocancel in the event that supply from the Mt. Hope Project had not begun by January 1, 2013. The described option is available up to ten days following theachievement of certain production levels at the Mt. Hope Project. As commercial production at the Mt. Hope Project has not commenced, Sojitz currently hasthe option to cancel its contract or participate in the molybdenum supply agreement as described above. The long-term supply agreements provide for supply only after commercial production levels are achieved, and no provisions require the Companyto 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 portionof Mt. Hope production is available for delivery, after POS-Minerals has taken its 20% share. In no event do these requirements to make up monthlyshortfalls become obligations of the Company if production does not meet targeted levels. Furthermore, each of the agreements remain as contractual obligations and have take-or-pay provisions that require the buyers to either take deliveryof product made available by the Company, or to pay as though they had taken delivery pursuant to the term of the agreements. In the event that our contractparties choose not to honor their contractual obligations or attempt to terminate these agreements as a result of the continuing delay in achieving production,our profitability may be adversely impacted. We may be unable to sell any product our contract parties fail to purchase in a timely manner, at comparableprices, or at all. While we have not used derivative financial instruments in the past, we may elect to enter into derivative financial instruments to managecommodity price risk. We have not entered into any market risk sensitive instruments for trading or speculative purposes and do not expect to enter intoderivative or other financial instruments for trading or speculative purposes. 43Table of Contents Interest Rate Risk As of December 31, 2014, we had a balance of cash and cash equivalents of $13.3 million and restricted cash of $53.4 million. Interest rates on shortterm, highly liquid investments have not changed materially since December 31, 2010, and continue to be 1% or less on an annualized basis. 44Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA GENERAL MOLY, INC. CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2014 CONTENTS Report of Independent Registered Public Accounting Firm46 Financial Statements: Consolidated Balance Sheets as of December 31, 2014 and December 31, 201347 Consolidated Statements of Operations and Comprehensive Loss for the twelve months ended December 31, 2014, December 31, 2013 andDecember 31, 201248 Consolidated Statements of Cash Flows for the twelve months ended December 31, 2014, December 31, 2013 and December 31, 201249 Consolidated Statements of Equity as of December 31, 2014, December 31, 2013, December 31, 2012, December 31, 201151 Notes to Consolidated Financial Statements52 45Table of Contents 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 and comprehensive loss, cash flows, andequity present fairly, in all material respects, the financial position of General Moly, Inc. at December 31, 2014 and 2013, and the results of their operationsand their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in theUnited States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as ofDecember 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizationsof the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal controlover financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Item 9A: Report of Management onInternal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company’s internal controlover financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company AccountingOversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financialstatements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our auditsof the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing theaccounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internalcontrol over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performingsuch other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As discussed in Note 2 “Liquidity” to the consolidated financial statements, the ability of the Company to implement its current business plan is dependentupon the Company obtaining additional financing. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention ortimely 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 ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLPDenver, ColoradoMarch 11, 2015 46Table of Contents GENERAL MOLY, INC.CONSOLIDATED BALANCE SHEETS (In thousands, except par value amounts) December 31,2014 December 31,2013ASSETS:CURRENT ASSETSCash and cash equivalents$13,269$21,685Deposits, prepaid expenses and other current assets698625Total Current Assets13,96722,310Mining properties, land and water rights216,595206,251Deposits on project property, plant and equipment74,15174,108Restricted cash held at EMLLC36,00036,000Restricted cash held for electricity transmission12,02112,020Restricted cash held for reclamation bonds5,3586,332Non-mining property and equipment, net519669Debt Issuance Costs441—Other assets2,9942,994TOTAL ASSETS$362,046$360,684LIABILITIES, CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY:CURRENT LIABILITIESAccounts payable and accrued liabilities$4,633$4,691Accrued advance royalties500500Accrued payments to Agricultural Sustainability Trust and Hanlong—2,000Current portion of long term debt290263Total Current Liabilities54237,454Provision for post closure reclamation and remediation costs1,2761,318Accrued advance royalties5,2004,700Accrued payments to Agricultural Sustainability Trust4,0002,000Long term debt, net of current portion249538Convertible Senior Notes7,763—Other accrued liabilities1,125875Total Liabilities25,03616,885 COMMITMENTS AND CONTINGENCIES — NOTE 12 CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST210,317209,007 EQUITYCommon stock, $0.001 par value; 200,000,000 shares authorized, 92,200,657 and 91,761,249 shares issuedand outstanding, respectively9292Additional paid-in capital276,718273,857Accumulated deficit before exploration stage(213)(213)Accumulated deficit during exploration and development stage(149,904)(138,944)Total Equity126,693134,792TOTAL LIABILITIES, CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST, ANDEQUITY$362,046$360,684 The accompanying notes are an integral part of these consolidated financial statements. 47Table of Contents GENERAL MOLY, INC.CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except per share amounts) Years EndedDecember 31,2014December 31,2013 December 31,2012REVENUES$—$—$— OPERATING EXPENSES:Exploration and evaluation2,097772778General and administrative expense8,8728,98510,600TOTAL OPERATING EXPENSES10,9699,75711,378 LOSS FROM OPERATIONS(10,969)(9,757)(11,378) OTHER INCOME/(EXPENSE):Interest and dividend income—26Interest expense(29)(753)(548)Write-off of loan commitment fees (warrant)—(11,472)—Gain on forgiveness of debt—804—Constructive receipt of break fee—10,000—Write-off of debt issuance costs—(6,420)—Realized gain from sale of mining properties—1,2922,000TOTAL OTHER (EXPENSE)/INCOME, NET(29)(6,547)1,458 LOSS BEFORE INCOME TAXES(10,998)(16,304)(9,920) Income Taxes——— CONSOLIDATED NET LOSS$(10,998)$(16,304)$(9,920)Less: Net loss attributable to contingently redeemable noncontrolling interest38——NET LOSS ATTRIBUTABLE TO GENERAL MOLY, INC.$(10,960)$(16,304)$(9,920)Basic and diluted net loss attributable to General Moly per share of common stock$(0.12)$(0.18)$(0.11)Weighted average number of shares outstanding — basic and diluted91,90791,56891,230 COMPREHENSIVE LOSS$(10,960)$(16,304)$(9,920) The accompanying notes are an integral part of these consolidated financial statements. 48Table of Contents GENERAL MOLY, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Years EndedDecember 31,2014December 31,2013 December 31,2012CASH FLOWS FROM OPERATING ACTIVITIES:Net loss$(10,998)$(16,304)$(9,920)Adjustments to reconcile net loss to net cash used by operating activities:Depreciation and amortization339341310Interest expense29753548Stock-based compensation for employees and directors1,7181,8291,414Increase in deposits, prepaid expenses and other(73)(489)(31)Increase (decrease) in accounts payable and accrued liabilities417(8,170)(3,569)Increase in restricted cash held for electricity transmission(1)(7)(8)(Decrease) increase in post closure reclamation and remediation costs(122)69140Write-off of loan commitment fees (warrant)—11,472—Write-off of debt issuance costs—6,420—Constructive receipt of break fee—(10,000)—Forgiveness of debt (interest on bridge loan)—(804)—Realized gain related to sale of mining properties—(1,292)(2,000)Net cash used by operating activities(8,691)(15,560)(13,216) CASH FLOWS FROM INVESTING ACTIVITIES:Purchase and development of mining properties, land and water rights(9,510)(35,280)(20,762)Deposits on property, plant and equipment(752)(3,689)(2,158)Proceeds from option to purchase agreement—1,0001,950Decrease (increase) in restricted cash held for reclamation bonds974659(5,858)Increase in restricted cash — EMLLC——(36,000)Net cash used by investing activities(9,288)(37,310)(62,828) 49Table of Contents GENERAL MOLY, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Years EndedDecember 31,2014December 31,2013 December 31,2012CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of stock, net of issuance costs(36)49583Cash proceeds from POS-Minerals Corp.1,3487,127103,807Repayment of Debt(261)(250)(142)Proceeds from unit offering8,535——Increase in capitalized debt issuance costs(23)(702)(582)Net cash provided by financing activities:9,5636,224103,666(Decrease) increase in cash and cash equivalents, net(8,416)(46,646)27,622Cash and cash equivalents, beginning of period21,68568,33140,709Cash and cash equivalents, end of period$13,269$21,685$68,331 NON-CASH INVESTING AND FINANCING ACTIVITIES:Equity compensation capitalized as development$443$1,078$639Accrued portion of advance royalties500—5,200Accrued portion of payments to the Agricultural Sustainability Trust and Hanlong——2,000Installment purchase of equipment and land—139730Accrued portion of deposits on property, plant and equipment(709)7281,059Loan commitment costs472—12,076 The accompanying notes are an integral part of these consolidated financial statements 50Table of Contents GENERAL MOLY, INC.CONSOLIDATED STATEMENTS OF EQUITY (In thousands, except number of shares and per share amounts) CommonShares Amount AdditionalPaid-In Capital AccumulatedOtherComprehensiveIncome (Loss) AccumulatedDeficit TotalBalances, December 31, 201190,818,248$91$255,894$—$(112,933)$143,052Stock Options:Exercised at $2.80 per share50,971—125——125Exercise of stock options212,280—458——458Stock-based compensation——2,053——2,053Stock Warrants:Loan Commitment Fees——12,372——12,372Issuance of Units of Common Stock :Issued pursuant to stock awards251,593—————Net loss for the year endedDecember 31, 2012————(9,920)(9,920)Balances, December 31, 201291,333,092$91$270,902$—$(122,853)$148,140Stock Options:Exercised at $2.41 per share20,000—48——48Exercise of stock option46,165—————Stock-based compensation——2,907——2,907Issuance of Units of Common Stock:Issued pursuant to stock awards361,9921———1Net loss for the year endedDecember 31, 2013————(16,304)(16,304)Balances, December 31, 201391,761,249$92$273,857$—$(139,157)$134,792Issuance of Units of Common Stock:Issued pursuant to stock awards439,408—(36)——(36)Stock-based compensation——2,161——2,161Issuance of Warrants——786——786Debt issuance costs——(50)——(50)Net loss for the year endedDecember 31, 2014————(10,960)(10,960)Balances, December 31, 201492,200,657$92$276,718$—$(150,117)$126,693 The accompanying notes are an integral part of these consolidated financial statements. 51Table of Contents GENERAL MOLY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — DESCRIPTION OF BUSINESS General Moly, Inc. (“we,” “us,” “our,” “Company,” or “General Moly”) is a Delaware corporation originally incorporated as General MinesCorporation on November 23, 1925. We have gone through several name changes and on October 5, 2007, we reincorporated in the State of Delaware(“Reincorporation”) through a merger involving Idaho General Mines, Inc. and General Moly, Inc., a Delaware corporation that was a wholly ownedsubsidiary of Idaho General Mines, Inc. The Reincorporation was effected by merging Idaho General Mines, Inc. with and into General Moly, with GeneralMoly being the surviving entity. For purposes of the Company’s reporting status with the United States Securities and Exchange Commission (“SEC”),General Moly is deemed a successor to Idaho General Mines, Inc. The Company conducted exploration and evaluation activities from January 1, 2002 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 currently proceedingwith the development of the Mt. Hope Project. We have not realized any revenue from operations. Previously, the Company had reported as a DevelopmentStage Company, but those reporting requirements were eliminated during 2014. We are also conducting exploration and evaluation activities on our Libertymolybdenum and copper property (“Liberty Project”) in Nye County, Nevada. The Mt. Hope Project 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 ourinterest in the assets related to the Mt. Hope Project, including our lease of the Mt. Hope Project, into Eureka Moly, LLC (“the LLC”), and in February 2008entered into an agreement (“LLC Agreement”) for the development and operation of the Mt. Hope Project with POS-Minerals Corporation (“POS-Minerals”). Under the LLC Agreement, POS-Minerals owns a 20% interest in the LLC and General Moly, through Nevada Moly, LLC (“Nevada Moly”), a wholly-ownedsubsidiary, owns an 80% interest. The ownership interests and/or required capital 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 capital contributions to the LLC totaling $100.0 million duringthe year ended December 31, 2008 (“Initial Contributions”). Additional amounts of $100.7 million were received from POS-Minerals in December 2012,following receipt of major operating permits for the Mt. Hope Project, including the Record of Decision (“ROD”) from the U.S. Bureau of Land Management(“BLM”). In addition, under the terms of the original LLC Agreement, since commercial production at the Mt. Hope Project was not achieved by December 31,2011, the LLC will be required to return to POS-Minerals $36.0 million of its capital contributions (“Return of Contributions”), with no correspondingreduction in POS-Minerals’ ownership percentage. Effective January 1, 2015, as part of a comprehensive agreement concerning the release of the reserveaccount described below, Nevada Moly and POS-Minerals agreed that the $36.0 million will be due to POS-Minerals on December 31, 2020; provided that,at any time on or before November 30, 2020, Nevada Moly and POS-Minerals may agree in writing to extend the due date to December 31, 2021; and if thedue date has been so extended, at any time on or before November 30, 2021, Nevada Moly and POS-Minerals may agree in writing to extend the due date toDecember 31, 2022. If the repayment date is extended, the unpaid amount will bear interest at a rate per annum of LIBOR plus 5%, which interest shallcompound quarterly, commencing on December 31, 2020 through the date of payment in full. Payments of accrued but unpaid interest, if any, shall be madeon the repayment date. Nevada Moly may elect, on behalf of the Company to cause the Company to prepay, in whole or in part, the $36.0 million at anytime, without premium or penalty, along with accrued and unpaid interest, if any. The $36.0 million due to POS-Minerals will be reduced, dollar for dollar,by the amount of capital contributions required from POS-Minerals under approved budgets of the LLC, as discussed further below. If Nevada Moly does notfund its additional capital contribution in order for the LLC to make the required return to POS-Minerals of capital contributions set forth above, 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 estimatedto be 5%. In the latter case, Nevada Moly’s interest in the LLC is subject to dilution by a percentage equal to the ratio of 1.5 times the amount of the unpaidReturn of 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, 2014, the aggregate amount of deemed capital contributions of both parties was $1,075.9 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 orthe Company, as defined in the LLC Agreement, followed by a failure to use standard mining industry practice in connection with the development andoperation of the Mt. Hope Project as contemplated by the parties for a period of 12 52Table of Contents consecutive months. If POS-Minerals puts its interest, Nevada Moly or its transferee or surviving entity would be required to purchase the interest for 120%of POS-Minerals’ total contributions to the LLC, which, if not paid timely, would be subject to 10% interest per annum. In November 2012, the Company and POS-Minerals began making monthly pro rata capital contributions to the LLC to fund costs incurred asrequired by the LLC Agreement. The interest of a party in the LLC that does not make its monthly pro rata capital contributions to fund costs incurred issubject to dilution based on the Dilution Formula. The Company and POS-Minerals consented, effective July 1, 2013, to Nevada Moly accepting financialresponsibility for POS-Minerals’ 20% interest in costs related to Nevada Moly’s compensation and reimbursement as Manager of the LLC, and certainowners’ costs associated with Nevada Moly’s ongoing progress to complete project financing for its 80% interest, resulting in $2.9 million paid by NevadaMoly on behalf of POS-Minerals during the term of the consensual agreement, which ended on June 30, 2014. From July 1 to December 31, 2014, POS-Minerals once again contributed its 20% interest in all costs incurred by the LLC. Subject to the terms above, all required monthly contributions have beenmade by both parties. Effective January 1, 2015, Nevada Moly and POS-Minerals signed an amendment to the LLC agreement under which $36.0 million held by the LLCin a reserve account established in December 2012 will be released over the next few years for the benefit of the Mt. Hope Project. The reserve account willinitially fund a reimbursement of contributions made by the members during the fourth quarter of 2014, inclusive of $0.7 million to POS-Minerals and $2.7million to Nevada Moly. The funds will then be used to pay ongoing expenses of the LLC until the Company obtains full financing for its portion of the Mt.Hope Project construction cost, or until the reserve account is exhausted. Any remaining funds after financing is obtained will be returned to the Company. POS-Minerals remains obligated to make capital contributions for its 20% portion of equipment payments required by approved budgets of the LLC, andsuch amounts contributed by the reserve account on behalf of POS-Minerals will reduce, dollar for dollar, the amount of the Return of Contributions that theLLC is required to return to POS-Minerals, as described above. Termination of Agreements with Hanlong (USA) Mining Investment Inc. In March 2010, we signed a series of agreements with Hanlong (USA) Mining Investment, Inc. (“Hanlong”), an affiliate of Sichuan Hanlong Group, aprivately held Chinese company. The agreements formed the basis of a $745 million transaction that was intended to provide the Company with adequatecapital to contribute its 80% share of costs to develop the Mt. Hope Project. The agreements included a Securities Purchase Agreement (the “PurchaseAgreement”) that provided for the sale to Hanlong of shares of our common stock in two tranches that would have aggregated 25% of our outstanding stockon a fully diluted basis, conditioned on Hanlong procuring a project financing Term Loan from a Chinese bank; a Stockholder Agreement that providedHanlong representation on our Board, governed how Hanlong would vote its shares of the Company, and limited Hanlong’s ability to purchase or dispose ofour securities; and a Bridge Loan whereby Hanlong provided $10 million to the Company to preserve liquidity until availability of the Term Loan. Pursuantto the Purchase Agreement, in December, 2010, we issued 11.8 million shares of common stock for the first tranche to Hanlong, for a purchase price of $40million. After the share purchase, Hanlong became entitled to nominate one director to serve on our Board, and Nelson Chen was designated by Hanlong toserve in that capacity. We granted Hanlong registration rights with respect to those shares. The Company filed a Registration Statement on Form S-3 inDecember 2013, which, among other transactions included registration of the Hanlong shares, thereby allowing Hanlong to sell their shares to a third party. The registration statement was declared effective on January 29, 2014. In October 2012, we entered into an agreement with Hanlong for a Subordinated Debt Facility (“Sub Debt Facility”) of up to $125.0 million. Simultaneously with the execution of the Sub Debt Facility, the Company issued a warrant to Hanlong with a 2.5-year maturity to purchase ten million sharesof the Company’s common stock. In May 2013, the Company and Hanlong mutually agreed to terminate the Sub Debt Facility and warrant to provide theCompany with greater flexibility in securing an alternative strategic partner. As the warrant was fully vested and exercisable at the time of termination, thisresulted in an $11.5 million non-cash charge to the income statement for the remaining unamortized value associated with the issuance of the warrant. As a result of Hanlong’s failure to timely procure the Term Loan as required by the Purchase Agreement, in August 2013, the Company terminatedcertain agreements it had in place with Hanlong. In addition, as a result of the failure to procure the Term Loan, Hanlong was obligated to pay the Companya break fee of $10.0 million. The Company and Hanlong agreed to offset the break fee against the repayment of the $10.0 million Bridge Loan. Theoutstanding balance of the Bridge Loan and related accrued interest were recorded on the income statement as constructive receipt of break fee for $10.0million and forgiveness of debt of bridge loan interest for $0.8 million. Concurrently, the Company wrote off $6.4 million of debt issuance costs, as thosecosts were related to Hanlong’s obligation to procure the Term Loan to construct the Mt. Hope Project, and that obligation was released upon termination ofthe Purchase Agreement. In connection with the termination of the Hanlong agreements, most of the provisions of the Stockholder Agreement were also terminated. Underthe continuing provisions of the Stockholder Agreement, Hanlong’s right to designate one nominee to the 53Table of Contents Board continues until such time that Hanlong’s ownership percentage falls below 10%. As of September 30, 2014, Hanlong owns approximately 13% of ouroutstanding common stock. In June, 2013, the Board recommended the election of Mr. Chen as a Class III member, in the Board’s slate of nomineessubmitted to our stockholders, pursuant to the Stockholder Agreement. He was elected by a vote of the stockholders at the Company’s 2013 Annual Meetingof Stockholders for a three-year term, expiring in June 2016. NOTE 2 — LIQUIDITY Our consolidated unrestricted cash balance at December 31, 2014, was $13.3 million compared to $21.7 million at December 31, 2013, with thedecrease primarily attributed to ongoing care and maintenance for the Mt. Hope Project and general and administrative expenses. The cash needs for the development of the Mt. Hope Project are significant and require that we and/or the LLC arrange for financing to be combinedwith funds anticipated to be received from POS-Minerals in order to retain its 20% membership interest. If we are unsuccessful in obtaining financing, wewill not be able to proceed with the development of the Mt. Hope Project. The Company continues its efforts to obtain full financing of the fully permitted, construction-ready Mt. Hope Project. Negotiations on investmentagreement terms, sponsorship requirements, and indicative loan terms associated with a $700 to $750 million debt and equity package are continuing toadvance, with strong interest from a private Chinese industrial company and a large Chinese bank in advancing the fully permitted, construction-readyproject. The Company is also continuing to explore other potential strategic options. There is no assurance that the Company will be successful in raisingthe financing required to complete the Mt. Hope Project, or in raising additional financing in the future on terms acceptable to the Company, or at all. Further, the Company does not have an estimated timeframe for finalizing any financing agreements. In order to preserve our cash liquidity, effective September 7, 2013, we implemented a cost reduction and personnel retention program, whichincluded reductions in base cash compensation for our executive officers, senior management employees and members of the Board of Directors. Weapproved cash and equity incentives for the executive officers who remained with the Company through the earliest to occur of a financing plan for the Mt.Hope Project approved by the Board of Directors, a Change of Control (as defined in the employment or change of control agreements between the Companyand each of our executive officers); involuntary termination (absent cause); or January 15, 2015 (the “Vesting Date”), and a personnel retention programproviding cash and equity incentives for other employees who remained with the Company. As part of the reduction in force implemented in late 2014, wepaid $0.3 million in the fourth quarter of 2014, and in January 2015, we paid $1.1 million under this plan and issued 726,493 shares of common stock tothose employees remaining with the Company. In December 2014, the Company sold and issued $8.5 million in units consisting of Convertible Senior Notes (the “Notes”) and warrants toaccredited investors, including several directors and officers of the Company, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, andRule 506 thereunder. The Notes are unsecured obligations and are senior to any of the Company’s future secured obligations to the extent of the value of thecollateral securing such obligations. The warrants are exercisable between June 26, 2015 and December 26, 2019, for an aggregate of 8,535,000 shares of theCompany’s common stock at $1.00 per share. The Company received net proceeds from the sale of the units of approximately $8.0 million, after deductingdiscounts and offering expenses of approximately $0.5 million. Net proceeds from the sale will be used to fund ongoing operations until the Company’sportion of project financing is obtained. Effective January 1, 2015, Nevada Moly and POS-Minerals signed an amendment to the LLC agreement under which the $36.0 million held by theLLC in a reserve account will be released for the benefit of the Mt. Hope Project. The reserve account will initially fund a reimbursement of contributionsmade by the members during the fourth quarter of 2014, inclusive of $0.7 million to POS-Minerals and $2.7 million to Nevada Moly. The funds will then beused to pay ongoing expenses of the LLC until the Company obtains full financing for its portion of the Mt. Hope Project construction cost, or until thereserve account is exhausted. Any remaining funds after financing is obtained will be returned to the Company. POS-Minerals remains obligated to makecapital contributions for its 20% portion of equipment payments required by approved budgets of the LLC, and such amounts contributed by the reserveaccount on behalf of POS-Minerals will reduce, dollar for dollar, the amount of capital contributions that the LLC is required to return to POS-Minerals, asdescribed above. We continue to work with our long-lead vendors to defer timing of contractual payments for mining and milling equipment in order to preservecurrent liquidity. The following table sets forth the LLC’s cash commitments under these equipment contracts (collectively, “Purchase Contracts”) atDecember 31, 2014 (in millions): 54Table of Contents Year As ofDecember 312014 *201512.820161.9Total$14.7 * All amounts are commitments of the LLC, and as a result of the agreement between Nevada Moly and POS-Minerals are to be funded by the $36.0million reserve account until such time that the Company obtains financing for its portion of construction costs at the Mt. Hope Project or until the reserveaccount balance is exhausted, and thereafter are to be funded 80% by Nevada Moly and 20% by POS-Minerals. POS-Minerals remains obligated to makecapital contributions for its 20% portion of equipment payments required by approved budgets of the LLC, and such amounts contributed by the reserveaccount on behalf of POS-Minerals will reduce, dollar for dollar, the amount of capital contributions that the LLC is required to return to POS-Minerals, asdescribed above. If the LLC does not make the payments contractually required under these purchase contracts, it could be subject to claims for breach of contract orto cancellation of the respective purchase contract. In addition, the LLC may proceed to selectively suspend, cancel or attempt to renegotiate additionalpurchase contracts if necessary to further conserve cash. If the LLC cancels or breaches any contracts, the LLC will take all appropriate action to minimizeany losses, but could be subject to liability under the contracts or applicable law. The cancellation of certain key contracts could cause a delay in thecommencement of operations, and could add to the cost to develop the Company’s interest in the Mt. Hope Project. Through December 31, 2014, the LLC has made deposits and/or final payments of $74.2 million on equipment orders. Of these deposits, $64.4million relate to fully fabricated items, primarily milling equipment, for which the LLC has additional contractual commitments of $14.7 million noted in thetable above. The remaining $9.8 million reflects both partially fabricated milling equipment, and non-refundable deposits on mining equipment. Asdiscussed in Note 12, the mining equipment agreements remain cancellable with no further liability to the LLC. The underlying value and recoverability ofthese deposits and our mining properties in our consolidated balance sheets are dependent on the LLC’s ability to fund development activities that wouldlead to profitable production and positive cash flow from operations, or proceeds from the disposition of these assets. There can be no assurance that the LLCwill be successful in generating future profitable operations, disposing of these assets or the Company securing additional funding in the future on termsacceptable to us or at all. Our consolidated financial statements do not include any adjustments relating to recoverability and classification of recordedassets or liabilities. Based on our commitments as of December 31, 2014, we expect to make additional payments for reclamation bonding costs of $0.5 million andadvance royalties of $0.5 million through the end of 2015. With our cash conservation plan, our non-equipment related cash requirements have declined toapproximately $1.3 million per month, a portion of which is payable out of the $36.0 million reserve account. Accordingly, based on our current cash onhand and our ongoing cash conservation plan, the Company expects it will have adequate liquidity in order to fund our working capital needs through 2015. Potential funding sources include public or private equity offerings, arranging for use of restricted cash, or sale of non-core assets owned by the Company. There is no assurance that the Company will be successful in securing additional funding. This could result in further cost reductions, contract cancellations,and potential delays which ultimately may jeopardize the development of the Mt. Hope Project. 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 notesare representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accountingprinciples 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 oursubsidiaries are wholly owned. In February 2008, we entered into the LLC Agreement, which established our ownership interest in the LLC at 80%. Theconsolidated 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. The net loss attributable to contingentlyredeemable noncontrolling interest is reflected separately on the Consolidated Statement of Operations and reduces the Contingently RedeemableNoncontrolling Interest on the 55Table of Contents Consolidated Balance Sheet. Net losses of the LLC are attributable to the owners of the LLC based on their respective ownership percentages in the LLC. During 2014, the LLC had a $0.2 million loss primarily associated with a reduction in force that occurred in late 2014, of which $38,000 was attributed to theContingently Redeemable Noncontrolling Interest. Contingently Redeemable Noncontrolling Interest (“CRNCI”) Under GAAP, certain noncontrolling interests in consolidated entities meet the definition of mandatorily redeemable financial instruments if theability to redeem the interest is outside of the control of the consolidating entity. As described in Note 1 — “Description of Business”, the LLC Agreementpermits 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 afailure to use standard mining industry practice in connection with development and operation of the Mt. Hope Project as contemplated by the parties for aperiod of 12 consecutive months. As such, the CRNCI has continued to be shown as a separate caption between liabilities and equity. The carrying value ofthe CRNCI includes $36.0 million that will be returned to POS-Minerals in 2020, unless further extended by the members of the LLC as discussed above. The expected return of capital to POS-Minerals is carried at redemption value as we believe redemption of this amount is probable. The remaining carryingvalue of the CRNCI has not been adjusted to its redemption value as the contingencies that may allow POS-Minerals to require redemption of itsnoncontrolling interest are not probable of occurring. Under GAAP, until such time as that contingency has been eliminated and redemption is no longercontingent upon anything other than the passage of time, no adjustment to the CRNCI balance should be made. Future changes in the redemption value willbe recognized immediately as they occur and the Company will adjust the carrying amount of the CRNCI to equal the redemption value at the end of eachreporting period. 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, uponsettlement, actual results may differ from estimated amounts. Cash and Cash Equivalents and Restricted Cash We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company’s cash equivalentinstruments are classified within Level 1 of the fair value hierarchy established by FASB guidance for Fair Value Measurements because they are valuedbased on quoted market prices in active markets. We consider all restricted cash to be long-term. In December 2012, the Company established a reserve account at the direction of the LLCmanagement committee in the amount of $36.0 million. Effective January 1, 2015, Nevada Moly and POS-Minerals agreed upon procedures for maintainingthe Mt. Hope Project as described above. Under the agreement, the $36.0 million held by the LLC, which funds were to remain until availability of theCompany’s portion of financing for the Mt. Hope Project is confirmed or until the LLC management committee agreed to release the funds, will be releasedfor the benefit 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 the Company by the weighted average number of shares outstanding duringthe period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time thatthey were outstanding. Outstanding awards as of December 31, 2014, 2013, and 2012, respectively, were as follows: December 31, 2014 December 31, 2013 December 31, 2012Warrants9,535,0001,000,00011,000,000Stock Options271,112544,9991,266,658Unvested Stock Awards1,723,3282,280,8901,136,223Stock Appreciation Rights1,923,1442,096,6531,639,631 These awards were not included in the computation of diluted loss per share for the twelve months December 31, 2014, 2013, and 2012,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 56Table of Contents is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, arecapitalized 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 operationsthe allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claimssold 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 relatedcosts 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 thedevelopment stage. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production basis over provenand probable reserves. Mining properties, land and water rights are periodically assessed for impairment of value, and any subsequent losses are charged tooperations at the time of impairment. If a property is abandoned or sold, a gain or loss is recognized and included in the consolidated statement ofoperations. The Company has capitalized royalty payments made to Mt. Hope Mines, Inc. (“MHMI”) (discussed in Note 11 below) during the development stage. The amounts will be applied to production royalties owed upon the commencement of production. 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 andequipment are depreciated using the following estimated useful lives: Field equipmentFour to ten yearsOffice furniture, fixtures, and equipmentFive to seven yearsVehiclesThree to five yearsLeasehold improvementsThree years or the term of the lease, whichever is shorterResidential trailersTen to twenty yearsBuildings and improvementsTen to twenty seven and one-half years At December 31, 2014 and 2013, accumulated depreciation and amortization was $2.3 and $2.0 million, respectively, of which $2.0 and $1.7million, respectively, was capitalized. Convertible Senior Notes and other Long-Term Debt In December 2014, the Company sold and issued $8.5 million in units consisting of Convertible Senior Notes (the “Notes”) and warrants to accreditedinvestors, including several directors and officers of the Company, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506thereunder. The Notes are unsecured obligations and are senior to any of the Company’s future secured obligations to the extent of the value of the collateralsecuring such obligations. The Notes bear interest at a rate of 10.0% per annum, payable in cash quarterly in arrears on each March 31, June 30, September 30, and December 31beginning March 31, 2015. The Notes are convertible at any time in an amount equal to 80% of the greater of (i) the average volume weighted average price(“VWAP”) for the 30 Business Day period ending on the Business Day prior to the date of the conversion, or (ii) the average VWAP for the 30 Business Dayperiod ending on the original issuance date of this note. Each Note will convert into a maximum of 100 shares per note, resulting in the issuance of up to8,535,000 shares, or 9.3% of shares outstanding. General Moly’s executive management team and board of directors who participate in the offering will berestricted from converting at a price less than $0.32, the most recent closing price at the time that the Notes were issued. The Notes are mandatorilyredeemable at par plus the present value of remaining coupons upon (i) the availability of cash from a financing for Mt. Hope and (ii) any other debtfinancing by the Company. In addition, 50% of any proceeds from the sale of assets cumulatively exceeding $250,000 will be used to prepay the Notes at parplus the present value of remaining coupons. The Company has the right to redeem the Notes at any time at par plus the present value of remaining coupons.The Private Placement was negotiated by independent members of General Moly’s board of directors, none of whom participated in the transaction. The Company additionally has certain debt related to vehicle loans and a land mortgage. These items are allocated between long-term and currentbased on payments contractually required to be made within the next twelve months. 57Table of Contents Provision for Taxes Income taxes are provided based upon the asset and liability method of accounting. Under this approach, deferred income taxes are recorded toreflect 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 under Accounting Standards Codification (“ASC”) 740, Income Taxes, a valuation allowance is recordedagainst 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. Future obligations to retire an asset, including site closure, dismantling, remediation and ongoing treatment and monitoring, are recorded as a liability at fairvalue at the time of construction or development. The fair value determination is based on estimated future cash flows, the current credit-adjusted risk-freediscount rate and an estimated inflation factor. The value of asset retirement obligations is evaluated on an annual basis or as new information becomesavailable on the expected amounts and timing of cash flows required to discharge the liability. The fair value of the liability is added to the carrying amountof the associated asset and this additional carrying amount will be depreciated or amortized over the estimated life of the asset upon the commencement ofcommercial production. An accretion cost, representing the increase over time in the present value of the liability, will also be recorded each period asaccretion expense upon the commencement of commercial production. As reclamation work is performed or liabilities are otherwise settled, the recordedamount of the liability is reduced. Stock-based Compensation Stock-based compensation represents the fair value related to stock-based awards granted to members of the Board, officers and employees. TheCompany uses the Black-Scholes model to determine the fair value of stock-based awards under authoritative guidance for Stock-Based Compensation. Forstock based compensation that is earned upon the satisfaction of a service condition, the cost is recognized on a straight-line basis (net of estimatedforfeitures) 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 8 — “Equity Incentives.” Recently Adopted Accounting Pronouncements Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax CreditCarry forward Exists In July 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized TaxBenefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists. The update aims to clarify presentation anddisclosure of unrecognized tax benefits to ensure consistency among organizations. The adoption of this guidance in the first quarter of 2014 did not have amaterial impact on the Company’s financial condition, results of operation, or cash flows. Development Stage Entities (Topic 915) - Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest EntitiesGuidance in Topic 810, Consolidation In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915) - Elimination of Certain Financial ReportingRequirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The update removes all incremental financialreporting requirements from U.S. GAAP for development stage entities, including the removal of Topic 915, Development Stage Entities, from the FASBAccounting Standards Codification. The Company adopted this guidance in its financial statements for the year ended December 31, 2014 which resulted inremoval of all references to development stage entities, modified disclosure and financial statements. Presentation of Financial Statements — Going Concern (Topic 205): Disclosures of Uncertainties about an Entity’s Ability to Continue as a GoingConcern In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern (Topic 205): Disclosures of Uncertaintiesabout an Entity’s Ability to Continue as a Going Concern. The update requires management to evaluate whether there are conditions and events that raisesubstantial doubt about an entity’s ability to continue as a going concern within one 58Table of Contents year after the date the financial statements are issued and requires additional disclosures documenting such evaluation. The Company is currently reviewingthe standard to determine the appropriate timing for adoption. 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 and the Liberty Project. Wealso have certain other, non-core, mining properties that are being evaluated for future development or sale. The Mt. Hope Project. We are currently in the process of developing the Mt. Hope Project. In January 2014, the Company published an updatedTechnical Report on the Mt. Hope Project using Canadian Instrument NI 43-101 guidelines, which provided data on the viability and expected economics ofthe project. Based on the findings in the study, on a 100% basis, we reported 1.4 billion pounds of contained (1.2 billion pounds recoverable) molybdenumin proven and probable reserves. Liberty Project. We are currently in the process of exploration and evaluation of the Liberty Project. In July 2014, the Company published anupdated NI 43-101 compliant pre-feasibility study, which more closely examined the use of existing infrastructure and the copper potential of the property. Other Mining Properties. We also have mining claims and land purchased prior to 2006 which consist in part of (a) approximately 107 acres of feesimple land in the Little Pine Creek area of Shoshone County, Idaho, (b) six patented mining claims known as the Chicago-London group, located near thetown of Murray in Shoshone County, Idaho, (c) 34 unpatented mining claims in Marion County, Oregon, known as the Detroit property and (d) 83unpatented mining claims in Sanders and Madison County, Montana. Summary. The following is a summary of mining properties, land and water rights at December 31, 2014 and 2013 (in thousands): AtDecember 31,2014 At December 31, 2013Mt. Hope Project:Development costs$165,785$156,436Mineral, land and water rights11,72811,728Advance Royalties29,30028,300Total Mt. Hope Project206,813196,464Total Liberty Project9,7019,706Other Properties8181Total$216,595$206,251 Development costs and Deposits on project property, plant and equipment Development costs of $165.8 million include hydrology and drilling costs, expenditures to further the permitting process, capitalized salaries,project engineering costs, and other expenditures required to fully develop the Mt. Hope Project. Deposits on project property, plant and equipment of $74.2million represent ongoing progress payments on equipment orders for the custom-built grinding and milling equipment, related electric mill drives, and otherprocessing equipment that require the longest lead times. Restricted Cash held for Electricity Transmission The LLC has paid $12.0 million into an escrow arrangement for electricity transmission services. The amount represents security for a third partytransmission contract that will provide power to the Mt. Hope Project, and is accounted for as restricted cash. As electricity transmission was not delivered tothe Mt. Hope Project by December 1, 2014, the LLC is working with the provider to renegotiate the existing agreement. To the extent that the transmissioncapacity cannot be resold or the agreement extended, the LLC will forfeit the $12.0 million over a five-year period according to a contractual monthlydrawdown schedule. NOTE 5 — ASSET RETIREMENT OBLIGATIONS Asset retirement obligations arise from the acquisition, development, construction and normal operation of mining property, plant and equipmentdue to government controls and regulations that protect the environment on the closure and reclamation of mining properties. The exact nature ofenvironmental issues and costs, if any, which the Company or the LLC may encounter in the future are subject to change, primarily because of the changingcharacter of environmental requirements that may be enacted by governmental authorities. 59Table of Contents The following table shows asset retirement obligations for future mine closure and reclamation costs in connection with the Mt. Hope Project andwithin the boundaries of the Plan of Operations (“PoO”): At December 31,2014 (in thousands)At January 1, 2013$—Adjustments *1,112At December 31, 2013$1,112Accretion Expense80Adjustments *(115)At December 31, 2014$1,077 * Includes annual changes to the escalation rate, the market-risk premium rate, or reclamation time periods The estimated future reclamation costs for the Mt. Hope Project have been discounted using a rate of 8%. The total inflated and undiscountedestimated reclamation costs associated with current disturbance under the PoO at the Mt. Hope Project were $7.0 million at December 31, 2014. Increases inARO liabilities resulting from the passage of time are recognized as accretion expense. The LLC is required by U.S. federal and state laws to provide financial assurance sufficient to allow a third party to implement approved closure andreclamation plans if the LLC is unable to do so. The laws govern the determination of the scope and cost of the closure, and the amount and forms offinancial assurance. As of December 31, 2014, the LLC has provided the appropriate regulatory authorities with $73.4 million in reclamation financialguarantees through the posting of surety bonds for reclamation of the Mt. Hope Project as approved in the ROD. As of December 31, 2014, we had $4.3million in cash deposits associated with these bonds, which are specific to the PoO disturbance and accounted for as restricted cash and are unrelated to theinflated and undiscounted liability referenced above. An additional $0.7 million in cash bonding has been posted by the Company for other disturbance outside the PoO at Mt. Hope, and at the LibertyProject. The LLC has a smaller liability at the Mt. Hope Project for disturbance associated with exploration drilling which occurred outside the PoOboundaries. The LLC has not discounted this reclamation liability as the total amount is approximately $0.1 million. The Company’s Liberty Project is currently in the exploration stage. The Company has not discounted the reclamation liability incurred at theLiberty Project as the total is approximately $0.1 million. Mt. Hope Projectoutside PoO boundaryLiberty (in thousands )At January 1, 2013502125Adjustments *(421)—At December 31, 2013$81$125Additions——Adjustments *—(7)At December 31, 2014$81$118 * Includes reduced / reclaimed disturbance, BLM rate changes, and transfer into the approved PoO NOTE 6 — CONVERTIBLE SENIOR NOTES In December 2014, the Company sold and issued 85,350 Units of Convertible Senior Notes (the “Notes”) with warrants (the “Warrants”) to qualifiedbuyers pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, of which 23,750 Units were sold and issued to related parties, including severaldirectors and officers of the Company. The Notes are unsecured obligations and are senior to any of the Company’s future secured obligations to the extent ofthe value of the collateral securing such obligations. The transaction value of $8.5 million was allocated between debt for the Notes and equity for the Warrants based on the relative fair value of the twoinstruments. This resulted in recording $0.8 million in Additional Paid In Capital for the relative fair 60Table of Contents value of the Warrants and $7.7 million as Convertible Senior Notes. The Company received net proceeds from the sale of the Notes of approximately$8.0 million, after deducting offering expenses of approximately $0.5 million, which was allocated between debt and equity, As a result, the Companyrecognized $0.4 million as Debt Issuance Costs to be amortized over the expected redemption period, and $0.1 million recognized as a reduction toAdditional Paid in Capital. Net proceeds from the sale will be used to fund ongoing operations until the Company’s portion of project financing is obtained. The Notes bear interest at a rate of 10.0% per annum, payable in cash quarterly in arrears on each March 31, June 30, September 30, andDecember 31 beginning March 31, 2015. The Notes mature on December 26, 2019 unless earlier redeemed, repurchased or converted. The Company mayredeem the Notes for cash, either in whole or in part, at any time, in exchange for the sum of (i) a cash payment equal to the unpaid principal plus all accruedbut unpaid interest through the date of redemption and (ii) the present value of the remaining scheduled interest payments discounted to the maturity date atthe annual percentage yield on U.S. Treasury securities with maturity similar to the notes plus 25 basis points (the “Optional Redemption”). The Notes aremandatorily redeemable at par plus the present value of remaining coupons upon (i) the availability of cash from a financing for Mt. Hope and (ii) any otherdebt financing by the Company. In addition, 50% of any proceeds from the sale of assets cumulatively exceeding $250,000 will be used to prepay the Notesat par plus the present value of remaining coupons (the “Mandatory Redemption”). The Notes are convertible at any time in an amount equal to 80% of the greater of (i) the average VWAP for the 30 Business Day period ending onthe Business Day prior to the date of the conversion, or (ii) the average VWAP for the 30 Business Day period ending on the original issuance date of thisnote. Each Note will convert into a maximum of 100 shares per note, resulting in the issuance of 8,535,000 shares, or 9.3% of shares outstanding (the“Conversion Option”). General Moly’s executive management team and board of directors who participate in the offering will be restricted from convertingat a price less than $0.32, the most recent closing price at the time that the Notes were issued. If the Company undergoes a “fundamental change”, the Notes will be redeemed for cash at a repurchase price equal to 100% of the principal amountof the Notes to be repurchased plus accrued and unpaid interest, including contingent interest and additional amounts, if any. Examples creating a“fundamental change” include the reclassification of the common stock, consolidation or merger of the Company with another entity or sale of all orsubstantially all of the Company’s assets. The Company had interest payable related to the Notes included in the line item “Accounts payable and accrued liabilities” on its ConsolidatedBalance Sheets of nil at December 31, 2014. Based on the redemption and conversion features discussed above, the Company determined that there were embedded derivatives that requirebifurcation from the debt instrument and accounted for under ASC 815. Embedded derivatives are separated from the host contract, the Notes, and carried atfair value when: (a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of thehost contract; and (b) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument. The Company has concluded that theMandatory Redemption and Conversion Option features embedded within the Notes meet these criteria and, as such, must be valued separate and apart fromthe Notes as one embedded derivative and recorded at fair value each reporting period. A probability-weighted calculation was utilized to estimate the fair value of the Mandatory Redemption. The Company used a binomial latticemodel in order to estimate the fair value of the Conversion Option in the Notes. A binomial lattice model generates two probable outcomes, arising at eachpoint in time, starting from the date of valuation until the maturity date. A lattice was initially used to determine if the Notes would be converted or held ateach decision point. Within the lattice model, the Company assumes that the Notes will be converted early if the conversion value is greater than the holdingvalue. As of December 31, 2014, the carrying value of the Notes, absent the Embedded Derivatives, was $6.9 million inclusive of an unamortized debtdiscount of $1.7 million. The fair value of the Notes at December 31, 2014 was $11.2 million. As of December 31, 2014, the embedded derivatives recorded in Convertible Senior Notes at fair value were $0.9 million. The changes in theestimated fair value of the embedded derivatives during the year ended December 31, 2014 were nil with nil gain or loss on embedded derivatives recognizedin the Statement of Operations. The Company has estimated the fair value of the Convertible Senior Notes and embedded derivatives based on Level 3 inputs. Changes in certaininputs into the valuation models can have a significant impact on changes in the estimated fair value. For example, the estimated fair value of the embeddedderivatives will generally decrease with; (1) a decline in the stock price; (2) increases in the estimated stock volatility; and (3) an increase in the estimatedcredit spread.. 61Table of Contents The following inputs were utilized to measure the fair value of the Notes and embedded derivatives: (i) price of the Company’s common stock;(ii) Conversion Rate (as defined in the Note); (iii) Conversion Price (as defined in the Note); (iv) maturity date; (v) risk-free interest rate; (vi) estimated stockvolatility; (vii) estimated credit spread for the Company; (viii) default intensity; and (ix) recovery rate. The following tables set forth the inputs to the models that were used to value the embedded derivatives: December 26, 2014Stock Price$0.64Maturity DateDecember 31, 2019Risk-Free Interest Rate1.75%Estimated Stock Volatility40.00%Default Intensity2.00%Recovery Rate30.00% Type of EventExpected DateProbability of Event Mandatory RedemptionJune 30, 201680%Conversion OptionMarch 31, 201710%Note Reaches MaturityDecember 31, 201910% NOTE 7 — COMMON STOCK UNITS, COMMON STOCK AND COMMON STOCK WARRANTS Year ended December 31, 2014 During the year ended December 31, 2014, 439,408 shares of common stock were issued pursuant to stock awards. Year ended December 31, 2013 During the year ended December 31, 2013, options representing 20,000 shares were exercised for cash in the amount of $0.1 million, optionsrepresenting 250,000 shares were exercised in a cashless exchange resulting in the issuance of 46,165 shares and 361,992 shares of common stock wereissued pursuant to stock awards. Year ended December 31, 2012 During the year ended December 31, 2012, options representing 50,971 shares were exercised for cash in the amount of $0.6 million, optionsrepresenting 607,362 shares were exercised in a cashless exchange resulting in the issuance of 480,776 shares and 251,593 shares of common stock wereissued pursuant to stock awards. The following is a summary of common stock warrant activity for each of the three years ended December 31, 2014: Number of SharesUnderWarrantsExercise PriceBalance at December 31, 20111,000,000$5.00Issuance of new warrants10,000,000$4.23Balance at December 31, 201211,000,000$4.23 to 5.00Expiration of warrants(10,000,000)$4.23Balance at December 31, 20131,000,000$5.00Issuance of new warrants8,535,000$1.00Balance at December 31, 20149,535,000$1.00 to $5.00Weighted average exercise price$1.42 On October 26, 2012, the Company issued a warrant to Hanlong to purchase 10.0 million shares of the Company’s common stock in connection withthe signing of the subordinated debt agreement at a price of $4.23 per share and had a value of $12.4 million. In addition, the $12.4 million value placed onthe warrant issued to Hanlong in connection with the Sub Debt Facility was considered a loan commitment fee. These costs were to be amortized over the lifeof the Sub Debt Facility using the straight-line method from 62Table of Contents the date the loan agreement was effective. The termination of the Sub Debt Facility in May 2013 resulted in a non-cash charge to the income statement in theamount of $11.5 million for the remaining unamortized value associated with the warrants. On December 26, 2014, the Company issued 8.5 million warrants in connection with the private placement of its senior convertible notes at a priceof $1.00 per share and had a relative fair value of $0.8 million. In addition, the $0.8 million value placed on the warrants was considered a debt discount andis to be amortized over the expected redemption period. Of the warrants outstanding at December 31, 2014, 1.0 million are exercisable at $5.00 per share once General Moly has received financingnecessary for the commencement of commercial production at the Mt. Hope Project and will expire one year thereafter with the remaining 8.5 million areexercisable at $1.00 per share at any time from June 26, 2015 through their expiration on December 26, 2019. Pursuant to our Certificate of Incorporation, we are authorized to issue 200.0 million shares of $0.001 par value common stock. All shares haveequal 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 thecommon stock could, if they choose to do so, elect all of the directors of the Company. NOTE 8 — 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. Theauthorized 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. TheBoard has the authority to determine the preferences, limitations and relative rights of each series of preferred stock. At December 31, 2014, and 2013,no shares of preferred stock were issued or outstanding. NOTE 9 — EQUITY INCENTIVES In 2006, the Board and shareholders of the Company approved the 2006 Equity Incentive Plan (“2006 Plan”) that replaced the 2003 EquityIncentive Plan (“2003 Plan”). In May 2010, our shareholders approved an amendment to the 2006 Plan increasing the number of shares that may be issuedunder 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 anaggregate of 9,600,000 shares of common stock, of which 1,964,204 remain available for issuance as of December 31, 2014. Awards under the 2006 Planmay include incentive stock options, non-statutory stock options, restricted stock units, restricted stock awards, and stock appreciation rights (“SARs”). Atthe 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-basedcompensation 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 pricingmodel and is recognized as compensation ratably on a straight-line basis over the requisite vesting/service period. As of December 31, 2014, there was $1.9million of total unrecognized compensation cost related to share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 2.0 years. Stock Options and Stock Appreciation Rights All stock options and SARs are approved by the Board of Directors prior to or on the date of grant. Stock options and SARs are granted at anexercise price equal to or greater than the Company’s closing stock price on the date of grant. Both award types vest over a period of zero to three years witha contractual term of five years after vesting. The Company estimates the fair value of stock options and SARs using the Black-Scholes valuation model. Key inputs and assumptions used to estimate the fair value of stock options and SARs include the grant price of the award, expected option term, volatility ofthe Company’s stock, the risk-free rate and the Company’s dividend yield. The following table presents the weighted-average assumptions used in thevaluation and the resulting weighted-average fair value per option or SAR granted: For the Year Ended December 31: 2014 2013 2012 Expected Life *3.5 to 6.0 years3.5 to 6.0 years3.5 to 6.0 yearsInterest Rate+0.58% to 1.37%0.36% to 1.37%0.36% to 2.58%Volatility **+70.31% to 92.76%62.04% to 87.82%73.43% to 94.60%Dividend Yields———Weighted Average Fair Value of StockAppreciation Rights Granted Duringthe Year$—$2.74$3.72 63Table of Contents * 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 orforfeiture.** The Company’s estimates of expected volatility are principally based on the historic volatility of the Company’s common stock over the most recentperiod 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 allawards. At December 31, 2014, the aggregate intrinsic value of outstanding and exercisable (fully vested) options and SARs was nil and had a weighted-average remaining contractual term of 1.7 years. The total intrinsic value of options exercised during the years ended December 31, 2014, 2013 and 2012was nil, nil, and $0.3 million, respectively. The total intrinsic value of SARs exercised during the year ended December 31, 2014, 2013 and 2012 was nil inall years. Restricted Stock Units and Stock Awards Grants of restricted stock units and stock awards (“Stock Awards”) have been granted as performance based or earned over a required service periodto officers and employees, or to Board members and the Company Secretary without any service requirement. Time based grants for officers and employeesgenerally 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. Performancebased grants are recognized as compensation based on the probable outcome of achieving the performance condition. Stock Awards issued to members of theBoard 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 onthe date of grant. For the years ended December 31, 2014, 2013 and 2012 the weighted-average grant date fair value for Stock Awards was $1.42, $1.82, and$4.22, respectively. The total fair value of stock awards vested during 2014 and 2013 is $0.4 million and $0.9 million, respectively. Summary of Equity Incentive Awards The following table summarizes activity under the Plans during the year ended December 31, 2014: Stock Options SARs Stock AwardsWeightedAverageExercisePrice Number of SharesUnder Option WeightedAverageStrikePrice Numberof SharesUnderOption WeightedAverageGrantPrice Number ofSharesBalance at January 1, 2014$7.44544,999$2.792,096,653$2.702,280,890Awards Granted————1.4295,000Awards Exercised or Earned————2.17(484,330)Awards Forfeited——2.29(100,101)3.18(168,232)Awards Expired7.63(273,887)4.22(73,408)——Balance at December 31, 2014$7.25271,1122.761,923,1442.731,723,328 Exercisable at December 31, 2014$8.30121,1121.81553,386 A summary of the status of the non-vested awards as of December 31, 2014 and changes during the year ended December 31, 2014 is presented below. Stock Options SARs Stock AwardsWeightedAverageFairValue Number of SharesUnder Option WeightedAverageFairValue Numberof SharesUnderOption WeightedAverageFairValue Number ofSharesBalance at January 1, 2014$6.40150,000$3.061,524,908$2.702,280,890Awards Granted————1.4295,000Awards Vested or Earned——2.45(55,049)2.17(484,330)Awards Forfeited——2.29(100,101)3.18(168,232)Balance at December 31, 2014$6.40150,0003.141,369,7582.731,723,328 64Table of Contents Compensation Cost Recognized and Capitalized Related to Equity Incentives The following table summarizes the compensation cost recognized and capitalized related to equity incentives: Summary of Compensation Cost Recognized andCapitalized related to Equity Incentives for theYear Ended December 31 (in thousands): 2014 2013 2012 Stock Options*$—$—$1SARsPerformance based382417419Vesting over time34146257Stock Awards:Performance based*1,160810309Vesting over time450933539Board of Directors and Secretary135601528Total$2,161$2,907$2,053Included in:Capitalized as Development4431,078639Expensed1,7181,8291,414$2,161$2,907$2,053 * The Company recorded significant forfeitures during 2014 related to unvested options of terminated employees and performance-basedrestricted shares forfeited as a result of the failure to achieve certain associated milestones required for vesting. 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 taxbenefit 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 ordinarilyresult 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. Any excess tax benefits from non-qualified stock option exercises are notrecorded until the tax deduction reduces income tax payable. NOTE 10 — CHANGES IN CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST (CRNCI) Activity for Year EndedChanges CRNCI (Dollars in thousands) December 31,2014 December 31,2013Total CRNCI January 1, 2014 and 2013, respectively$209,007$201,880Plus: Capital Contributions Attributable to CRNCI1,3487,127Less: Net Loss Attributable to CRNCI(38)—Total CRNCI December 31, 2014 and 2013, respectively$210,317$209,007 NOTE 11 — INCOME TAXES At December 31, 2014 and 2013 we had deferred tax assets principally arising from the net operating loss carry forwards for income tax purposesmultiplied by an expected rate of 35%. As management of the Company has concluded that it is not more likely than not that we will realize the benefit ofthe deferred tax assets, a valuation allowance equal to the net deferred tax asset has been established at December 31, 2014 and 2013. The significantcomponents of the deferred tax asset at December 31, 2014 and 2013 were as follows (in thousands): December 31,2014 December 31,2013Operating loss carry forward$212,710$195,733Unamortized exploration expense7,2478,388Fixed asset depreciation17(46)Deductible stock based compensation4,9583,264Other279220Deductible temporary difference$225,211$207,559Taxable temporary difference — Investment in Eureka Moly, LLC$(120,679)$(109,699)Embedded derivative debt discount$(875)—Net deductible temporary difference$103,657$97,860Deferred tax asset$36,280$34,251Deferred tax asset valuation allowance$(36,280)$(34,251)Net deferred tax asset$—$— 65Table of Contents At December 31, 2014 and December 31, 2013 we had net operating loss carry-forwards of approximately $212.7 million and $195.7 million,respectively, which expire in the years 2021 through 2034. The change in the allowance account from December 31, 2013 to December 31, 2014 was$2.0 million. As of December 31, 2014, December 31, 2013, and December 31, 2012, the Company had no unrecognized tax benefits. There was no change in theamount of unrecognized tax benefits as a result of tax positions taken during the year or in prior periods or due to settlements with taxing authorities or lapsesof applicable statues of limitations. The Company is open to federal and state tax audits until the applicable statutes of limitations expire. NOTE 12 — COMMITMENTS AND CONTINGENCIES Mt. Hope Project The Mt. Hope Lease Agreement (“Lease Agreement”) with MHMI may be terminated upon the expiration of its 30-year term, earlier at the election ofthe LLC, or upon a material breach of the Lease Agreement and failure to cure such breach. If the LLC terminates the Lease Agreement, termination iseffective 30 days after receipt by MHMI of written notice to terminate the Lease Agreement and no further payments would be due to MHMI. In order tomaintain the Lease Agreement, the LLC must pay certain minimum advance royalties as discussed below. The Mt. Hope Lease 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% ofthe expected capital to be used for those certain construction capital costs defined in the Mt. Hope Lease. Through December 31, 2014, we have paid $23.6million of the total Construction Royalty Advance. Based on our Mt. Hope Project capital budget we estimate that a final reconciliation payment on theCapital Construction Cost Estimate (the “Estimate”) will be due following the commencement of commercial production, after as-built costs are definitivelydetermined. The Company estimates, based on the revised capital estimate discussed above and the current timeline for the commencement of commercialproduction, that an additional $4.2 million will be due approximately 20 — 24 months after the commencement of construction. This amount was accrued asof December 31, 2014. The capital estimates may be subject to escalation in the event the Company experiences continued delays in achieving fullfinancing for the Mt. Hope Project. The LLC is also obligated to make a minimum annual advance royalty payment (“Annual Advance Royalty”) of $0.5 million each October 19 forany year wherein commercial production has not been achieved or the MHMI Production Royalty (as hereinafter defined) is less than $0.5 million. Ascommercial production is not anticipated to commence until early 2018, the Company has accrued $1.5 million in Annual Advance Royalty payments whichwill be due in three $0.5 million installments in October 2015, 2016 and 2017, respectively. An additional installment of $0.5 million was paid inOctober 2014. The Estimate and the Annual Advance Royalty are collectively referred to as the “Advance Royalties.” All Advance Royalties are creditedagainst the MHMI Production Royalties once the mine has achieved commercial production. After the mine begins production, the LLC estimates that theMHMI Production Royalties will be in excess of the Annual Advance Royalties for the life of the Mt. Hope Project. Until the advance royalties are fullycredited, the LLC will pay one half of the calculated Production Royalty annually. Assuming a $12 molybdenum price, the Annual Advance Royalties areconsumed within the first five years of commercial production. Deposits on project property, plant and equipment At December 31, 2014, the LLC has active orders with varying stages of fabrication on milling process equipment comprised of two 230kV primarytransformers and substation, a primary crusher, a semi-autogenous mill, two ball mills, and various motors for the mills. In late 2012 and early 2013, the LLCmade additional commitments for wellfield materials and equipment, and placed purchase orders for long-lead milling process equipment including thecommitments for the engineering portion of flotation cells and roaster equipment. The following table sets forth the LLC’s cash commitments under mining and milling equipment contracts (collectively, “Purchase Contracts”) atDecember 31, 2014 (in millions): 66Table of Contents Year As ofDecember 31,2014 *2015$12.820161.92017—Total$14.7 * All amounts are commitments of the LLC, and as a result of the agreement between Nevada Moly and POS-Minerals are to be funded by the reserveaccount until such time that the Company obtains financing for its portion of construction costs at the Mt. Hope Project or until the reserve account balanceis exhausted, and thereafter are to be funded 80% by Nevada Moly and 20% by POS-Minerals. POS-Minerals remains obligated to make capitalcontributions for its 20% portion of equipment payments required by approved budgets of the LLC, and such amounts contributed by the reserve account onbehalf of POS-Minerals will reduce, dollar for dollar, the amount of capital contributions that the LLC is required to return to POS-Minerals, as describedabove. Equipment and Supply Procurement Through December 31, 2014, the LLC has made deposits and/or final payments of $74.2 million on equipment orders, has spent approximately$187.4 million for the development of the Mt. Hope Project and has paid $12.0 million into an escrow arrangement for electricity transmission services, for atotal Mt. Hope Project inception-to-date spend of $273.6 million. In 2012, the LLC issued a firm purchase order for eighteen haul trucks. The order provides for delivery of those haul trucks required to performinitial mine development, which will begin several months prior to commercial production. Non-refundable down-payments of $1.2 million were made in2012, with pricing subject to escalation as the trucks were not delivered prior to December 31, 2013. During the third quarter of 2014, the LLC renegotiatedthe timelines for truck delivery, accepting a 4% price increase and delaying deliveries into December 2015. The contract is cancellable with no furtherliability to the LLC. Also in 2012, the LLC issued a firm purchase order for four mine production drills with a non-refundable down-payment of $0.4 million, and pricingwas subject to escalation if the drills were not delivered by the end of 2013. In the third quarter of 2014, the LLC accepted a change order which delayeddelivery into December 2015 and triggered a $0.3 million price increase. The contract remains cancellable with no further liability to the LLC. On June 30, 2012, the LLC’s contract to purchase two electric shovels expired. On July 11, 2012, we signed a letter of intent with the same vendorproviding for the opportunity to purchase the electric shovels at prices consistent with the expired contract, less a special discount in the amount of $3.4million to provide credit to the LLC for amounts paid as deposits under the expired contract. The letter of intent provides that equipment pricing will remainsubject to inflation indexes and guarantees production slots to ensure that the equipment is available when required by the LLC. In June 2014, the partiesagreed to extend the letter of intent through June 30, 2015. Obligations under capital and operating leases We have contractual operating leases that will require a total of $0.2 million in payments over the next three years. Operating leases consistprimarily of rents on office facilities and office equipment. Our expected payments are $0.1 million, $0.1 million, and nil for the years ended December 31,2015, 2016, and 2017, respectively. Creation of Agricultural Sustainability Trust On August 19, 2010, the LLC entered into an agreement with the Eureka Producers’ Cooperative (“EPC”) whereby the LLC will fund a $4.0 millionSustainability Trust ( “Trust”) in exchange for the cooperation of the EPC with respect to the LLC’s water rights and permitting of the Mt. Hope Project. TheTrust will be tasked with developing and implementing programs that will serve to enhance the sustainability and well-being of the agricultural economy inthe Diamond Valley Hydrographic Basin through reduced water consumption. The Trust may be funded by the LLC over several years based on the achievement of certain milestones, which are considered probable, and as such$4.0 million has been accrued in the Company’s September 30, 2014, financial statements and is included in mining properties, land, and water rights. 67 Table of Contents Permitting Considerations In the ordinary course of business, mining companies are required to seek governmental permits for expansion of existing operations or for thecommencement of new operations. The LLC was required to obtain approval from the BLM to implement the Mt. Hope Project PoO. This approval, in theform of a ROD was obtained only after successful completion of the process of environmental evaluation, which incorporates substantial public comment. The LLC was also required to obtain various state and federal permits including, but not limited to, water protection, air quality, water rights and reclamationpermits. In addition to requiring permits for the development of the Mt. Hope Project, we will need to obtain and modify various mining and environmentalpermits during the life of the Mt. Hope Project. Maintaining, modifying, and renewing the necessary governmental permits is a complex and time-consumingprocess involving numerous jurisdictions and often involving public hearings and substantial expenditures. The duration and success of the LLC’s efforts toobtain, modify or renew permits will be contingent upon many variables, some of which are not within the LLC’s control. Increased costs or delays couldoccur, depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permitting authority. Allnecessary permits may not be obtained and, if obtained, may not be renewed, or the costs involved in each case may exceed those that we previouslyestimated. In addition, it is possible that compliance with such permits may result in additional costs and delays. On November 16, 2012, the BLM issued its ROD authorizing development of the Mt. Hope Project. The ROD approves the Plan of Operations(“PoO”) for construction and operation of the mining and processing facilities and also grants the Rights-of-Way for a 230kV power transmission line,discussed below. Monitoring and mitigation measures identified in the ROD, developed in collaboration with the regulatory agencies involved throughoutthe permitting process, will avoid, minimize, and mitigate environmental impacts, and reflect the Company’s commitment to be good stewards of theenvironment. On February 15, 2013, Great Basin Resource Watch and the Western Shoshone Defense Project (“Plaintiffs”) filed a Complaint against the U.S.Department of the Interior and the BLM (“Defendants”) in the U.S. District Court, District of Nevada, seeking relief under the National Environmental PolicyAct (“NEPA”) and other federal laws challenging the BLM’s issuance of the ROD for the Mt. Hope Project. The Court allowed the LLC to intervene in thematter. On July 23, 2014, the U.S. District Court denied Plaintiffs’ motion for summary judgment in its entirety and on August 1, 2014 the Court enteredjudgment in favor of the Defendants and the LLC, and against Plaintiffs regarding all claims raised in the Complaint. On September 22, 2014, the Plaintiffs filed their notice of appeal to the U.S. Court of Appeals for the Ninth Circuit of the U.S. District Court’sdismissal. Plaintiffs submitted their Opening Brief on January 23, 2015 and Defendants and the LLC’s deadline to file their Response Brief is March 27,2015. All Mt. Hope Project permits remain in effect and the Company is confident in the BLM’s process and will continue to vigorously defend thissubsequent appeal of the ROD. On June 17, 2014, the LLC submitted an amendment to the approved PoO to reflect minor design changes that were identified during continuedengineering and the initial phases of construction, and on November 6, 2014, submitted minor revisions to the amendment. The BLM has determined that anEnvironmental Assessment (“EA”) is required under the NEPA to analyze and disclose environmental impacts associated with these changes. As per theNEPA regulatory framework, the decision to complete an EA means that BLM has preliminarily determined that impacts will not be significant. The BLM hasinitiated the EA process, completion of which is anticipated to culminate in issuance of a FONSI. We expect this process to be completed in the first half of2015. During the amendment review and preparation of the EA, the approved PoO remains in effect and the LLC is authorized to continue constructionunder that existing approval. The changes proposed in the amendment are similar to approved activities, and we do not anticipate any additional baselinestudies or mitigation will be required. Ongoing changes to permits and the PoO during the life of mining operations are typical as design evolves andoperations are optimized. Water Rights Considerations The Nevada State Engineer (“State Engineer”) has issued all water permits for the Mt. Hope Project. Eureka County, Nevada and two other partiescomprised of three individual water rights holders in Diamond Valley and one in Kobeh Valley filed a further appeal in July 2012 to the Nevada SupremeCourt challenging the granting of water permits by the State Engineer. On June 26, 2013, the appeal was consolidated with a similar appeal of the StateEngineer’s approval of the Monitoring, Management and Mitigation Plan (“3M Plan”) of the Mt. Hope Project, discussed below, and the Nevada SupremeCourt heard oral argument on June 30, 2014 and is expected to issue its ruling in the first half of 2015. Two individual water rights holders appealed the State Engineer’s approval of the 3M Plan to the Nevada State District Court (“District Court”). Following oral argument on April 15, 2013, the District Court denied the Petition for Judicial Review of the 3M Plan and issued its Written Order on May 17,2013. Thereafter, Petitioners filed an appeal on May 20, 2013 of the District’s Court Order to the Nevada Supreme Court, which, as discussed above, has beenconsolidated with the appeal also from the District Court of 68Table of Contents the water permits. We remain confident the Nevada Supreme Court will uphold the District Court’s Orders regarding the 3M Plan and the water permits. Notwithstanding the above, subject to receipt of the Nevada Supreme Court’s ruling, the Company’s water permits have been granted and the waterremains available, as described above, for use at the Mt. Hope Project. 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 andremediate 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 ShoshoneCounty including our Chicago-London and Little Pine Creek properties as well as many small towns located in Northern Idaho. We have conducted aproperty environmental investigation of these properties, which revealed no evidence of material adverse environmental effects at either property. We areunaware of any pending action or proceeding relating to any regulatory matters that would affect our financial position due to these inactive mining claimsin Shoshone County. NOTE 13 — UNAUDITED SUPPLEMENTARY DATA The following is a summary of selected unaudited quarterly financial information (in thousands except per share amounts): Year Ended December 31, 2014 Q1 Q2 Q3 Q4 Loss from operations$(2,359)$(2,827)$(3,238)$(2,545)Other (expense)/income(12)——(17)Consolidated net loss(2,370)(2,827)(3,238)(2,525)Basic net income/(loss) per share(0.03)(0.03)(0.04)(0.02) Year Ended December 31, 2013Loss from operations$(2,639)$(2,569)$(1,795)$(2,754)Other income/(expense)(361)(11,732)4,3521,194Consolidated net loss(3,000)(14,301)2,557(1,560)Basic net income/(loss) per share$(0.03)$(0.16)$0.03$(0.02)Diluted net income/(loss) per share$(0.03)$(0.16)$0.03$(0.02) 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 andprincipal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the SecuritiesExchange 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 thatour disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under theExchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and formsand such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, toallow timely decisions regarding required disclosure. There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2014 that has materiallyaffected, or is reasonably likely to materially affect, our internal control over financial reporting. On May 14, 2013, the Committee of SponsoringOrganizations of the Treadway Commission (“COSO”) published an updated Internal Control — Integrated Framework (2013) and related illustrativedocuments. The Company adopted the new framework in 2014. 69Table of Contents 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. Internalcontrol over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation offinancial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control overfinancial reporting includes maintaining records that in reasonable detail accurately and fairly reflect the Company’s transactions; providing reasonableassurance that transactions are recorded as necessary for preparation of the Company’s financial statements; providing reasonable assurance that receipts andexpenditures of the Company’s assets are made in accordance with management’s authorization; and providing reasonable assurance that unauthorizedacquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements would be prevented or detected on atimely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement ofthe 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 setforth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework in 2013. Based onthis evaluation, management concluded that, at December 31, 2014, the Company’s internal control over financial reporting was effective. The effectiveness of the Company’s assessment of internal control over financial reporting as of December 31, 2014 has been audited byPricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears herein. ITEM 9B. OTHER INFORMATION None. 70Table of Contents PART III 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 ourdefinitive proxy statement for use in connection with the 2015 Annual Meeting of Stockholders (“2015 Proxy Statement”) to be filed within 120 days afterour fiscal year ended December 31, 2014, 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) BeneficialOwnership Reporting Compliance” in our 2015 Proxy Statement, and is incorporated herein by this reference thereto. Information regarding our code ofethics is presented under the heading “Code of Business Conduct and Ethics” in our 2015 Proxy Statement, and is incorporated herein by reference thereto. Information regarding our Audit Committee, Compensation Committee, Finance Committee, Technical Committee and our Nominating Committee ispresented under the heading “The Board of Directors, Board Committees and Director Independence” in our 2015 Proxy Statement, and is incorporatedherein by reference thereto. ITEM 11. EXECUTIVE COMPENSATION Information regarding executive compensation is presented under the heading “Executive Compensation” in our 2015 Proxy Statement, and isincorporated 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, 2014 is set forth under the heading“Equity Compensation Plan Information” in our 2015 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 andPrincipal Holders” in our 2015 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 RelatedTransactions” in our 2015 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 2015 Proxy Statement, and is incorporated herein by this reference thereto. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (1) Financial Statements See the Index to Consolidated Financial Statements included on page 50 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. 71Table of Contents (3) Exhibits ExhibitNumber Description 3.1†Certificate of Incorporation (Filed as Exhibit 3.1 to our Current Report on Form 8-K filed on October 5, 2007.) 3.2†Certificate of Designation of Series A Junior Participating Preferred Stock (Filed as Exhibit 3.1 to our Current Report on Form 8-K filedon March 5, 2010.) 3.3†Amended and Restated Bylaws (Filed as Exhibit 3.2 to our Current Report on Form 8-K filed on February 10, 2015.) 4.1†Form of Senior Convertible Promissory Note (Filed as Exhibit 4.1 to our Current Report on Form 8-K filed on December 30, 2014.) 4.2†Form of Common Stock Purchase Warrant (Filed as Exhibit 4.2 to our Current Report on Form 8-K filed on December 30, 2014.) 4.3†Registration Rights Agreement dated as of December 26, 2014, by and among General Moly, Inc. and the several investors signatorythereto (Filed as Exhibit 4.3 to our Current Report on Form 8-K filed on December 30, 2014.) 10.1†Lease Agreement, dated October 17, 2005, between the Company and Mount Hope Mines, Inc. (Filed as Exhibit 10.1 to our CurrentReport on Form 8-K filed on January 23, 2006.) 10.2†Modification to Mount Hope Mines Lease Agreement, dated January 26, 2006 (Filed as Exhibit 10.11 to our Annual Report onForm 10-KSB filed on March 31, 2006.) 10.3†Amendment to Lease Agreement, made effective as of November 20, 2007, between the Company and Mount Hope Mines, Inc. (Filedas Exhibit 10.3 to our Annual Report on Form 10-KSB filed on March 21, 2008.) 10.4†Option to Lease, dated November 12, 2004, between the Company and Mount Hope Mines, Inc. (Filed as Exhibit 10.1 to our AnnualReport on Form 10-KSB filed on April 6, 2005.) 10.5†Stock Purchase Agreement, dated December 11, 2006, between the Company and Equatorial Mining Limited (Filed as Exhibit 10.17 toour Annual Report on Form 10-KSB filed on April 3, 2007.) 10.6†Securities Purchase Agreement, dated as of November 19, 2007, between the Company and ArcelorMittal S.A. (Filed as Exhibit 10.6 toour Annual Report on Form 10-KSB filed on March 21, 2008.) 10.7†Consent and Waiver Agreement, dated April 16, 2010, by and between the Company and ArcelorMittal S.A. (Filed as Exhibit 10.1 toour Current Report on Form 8-K filed on April 19, 2010.) 10.8†+Amended and Restated Employment Agreement, dated January 1, 2012, between the Company and Bruce D. Hansen (Filed asExhibit 10.8 to our Annual Report on Form 10-K filed on March 1, 2012.) 10.9†+First Amendment to Amended and Restated Employment Agreement, dated as of September 6, 2013, between the Company and BruceD. Hansen (Filed as Exhibit 10.01 to our Quarterly Report on Form 10-Q filed on November 4, 2013.) 10.10†+Salary Reduction and Stay Incentive Agreement, dated as of September 6, 2013, between the Company and Bruce D. Hansen (Filed asExhibit 10.021 to our Quarterly Report on Form 10-Q filed on November 4, 2013.) 10.11†+First Amendment to Salary Reduction and Stay Incentive Agreement dated as of January 14, 2015, by and between General Moly, Inc.and Bruce D. Hansen (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 21, 2015.) 10.12†+Amended and Restated Employment Agreement, dated January 1, 2012, between the Company and David Chaput (Filed asExhibit 10.9 to our Annual Report on Form 10-K filed on March 1, 2012.) 72Table of Contents ExhibitNumber Description 10.13†+First Amendment to Amended and Restated Employment Agreement, dated as of September 6, 2013, between the Company and DavidA. Chaput (Filed as Exhibit 10.03 to our Quarterly Report on Form 10-Q filed on November 4, 2013.) 10.14†+Salary Reduction and Stay Incentive Agreement, dated as of September 6, 2013, between the Company and David A. Chaput (Filed asExhibit 10.04 to our Quarterly Report on Form 10-Q filed on November 4, 2013.) 10.15†+Form of Indemnification Agreement (Filed as Exhibit 10.18 to our Current Report on Form 8-K filed on October 5, 2007.) 10.16†+General Moly, Inc. 2006 Equity Incentive Plan, as Amended and Restated (Filed as Exhibit 10.1 to our Registration Statement onForm S-8 filed on May 21, 2010.) 10.17†+Form of Stock Option Grant Notice and Agreement under 2006 Equity Incentive Plan of the Company (Filed as Exhibit 10.13 to ourAnnual Report on Form 10-KSB filed on April 3, 2007.) 10.18†+Form of Restricted Stock Agreement under 2006 Equity Incentive Plan of the Company (Filed as Exhibit 10.14 to our Annual Reporton Form 10-KSB filed on April 3, 2007.) 10.19†+Form of Non-Employee Option Award Agreement (Filed as Exhibit 99.1 to our Registration Statement on Form S-8 filed on January 12,2007.) 10.20†+Form of Employee Stock Option Agreement (Filed as Exhibit 99.2 to our Registration Statement on Form S-8filed on January 12, 2007.) 10.21†+Form of Stock Appreciation Right Grant Notice and Agreement under the Company’s 2006 Equity Incentive Plan (Filed asExhibit 10.3 to our Current Report on Form 8-K filed on March 5, 2009.) 10.22†+Form of Restricted Stock Unit Agreement under 2006 Equity Incentive Plan of the Company (Filed as Exhibit 10.4to our Quarterly Report on Form 10-Q Filed on October 29, 2010.) 10.23†*Molybdenum Supply Agreement between General Moly and ArcelorMittal Purchasing SAS, dated as of December 28, 2007 (Filed asExhibit 10.19 to our Annual Report on Form 10-KSB filed on March 31, 2008.) 10.24†*Extension Molybdenum Supply Agreement, dated as of April 16, 2010, by and between the Company and ArcelorMittal S.A. (Filed asExhibit 10.2 to our Quarterly Report on Form 10-Q filed on July 30, 2010.) 10.25†Contribution Agreement between Nevada Moly, LLC, a wholly-owned subsidiary of the Company, 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.) 10.26†Amended and Restated Limited Liability Company Agreement of Eureka Moly, LLC (Filed as Exhibit 10.20 to our Quarterly Reporton Form 10-Q filed on May 7, 2008.) 10.27†Amendment No. 1 to Limited Liability Company Agreement of Eureka Moly, LLC, dated as of October 28, 2008, between NevadaMoly, LLC and POS-Minerals Corporation (Filed as Exhibit 10.27 to our Annual Report on Form 10-K filed on February 27, 2009.) 10.28†Amendment No. 2 to Limited Liability Company Agreement of Eureka Moly, LLC, dated as of January 20, 2010, between NevadaMoly, LLC and POS-Minerals Corporation (Filed as Exhibit 10.3 to our Current Report on Form 8-K filed on January 25, 2010.) 10.29†Amendment No. 4 to Limited Liability Company Agreement of Eureka Moly, LLC dated as of January 1, 2015, by and between NevadaMoly, LLC and POS-Minerals Corporation (Filed as Exhibit 10.4 to our Current Report on Form 8-K filed on January 22, 2015). 10.30†Third Installment Election, dated as of March 3, 2010, between Nevada Moly, LLC and POS-Minerals 73Table of Contents ExhibitNumber DescriptionCorporation (filed as Exhibit 10.4 to our Current Report on Form 8-K filed on March 5, 2010.) 10.31†Guarantee and Indemnity Agreement, dated February 26, 2008, by POSCO Canada Ltd., in favor of Nevada Moly, LLC and theCompany (Filed as Exhibit 10.20 to our Quarterly Report on Form 10-Q filed on May 7, 2008.) 10.32†*Molybdenum Supply Agreement between the Company and SeAH Besteel Corporation, dated as of May 14, 2008 (Filed asExhibit 10.25 to our Quarterly Report on Form 10-Q filed on August 4, 2008.) 10.33†*Molybdenum Supply Agreement between the Company and Sojitz Corporation, dated as of August 8, 2008 (Filed as Exhibit 10.26 toour Quarterly Report on Form 10-Q filed on November 3, 2008.) 10.34†+Employment Agreement, dated as of December 27, 2012, between the Company and Robert I. Pennington (Filed as Exhibit 10.28 toour Annual Report on Form 10-K filed on March 8, 2013.) 10.35†+First Amendment to Amended and Restated Employment Agreement, dated as of September 6, 2013, between the Company and RobertI. Pennington (Filed as Exhibit 10.05 to our Quarterly Report on Form 10-Q filed on November 4, 2013.) 10.36†+Salary Reduction and Stay Incentive Agreement, dated as of September 6, 2013, between the Company and Robert I. Pennington (Filedas Exhibit 10.06 to our Quarterly Report on Form 10-Q filed on November 4, 2013.) 10.37†+Employment Agreement, dated November 6, 2007, between the Company and Lee M. Shumway (Filed as Exhibit 10.49 to our AnnualReport on Form 10-K filed on March 5, 2010.) 10.38†+Change of Control Severance Agreement, dated effective as of January 1, 2012, between the Company and Lee M. Shumway (Filed asExhibit 10.40 to our Annual Report on Form 10-K filed on March 1, 2012.) 10.39†+Stay Incentive Agreement, dated as of September 6, 2013, between the Company and Lee M. Shumway (Filed as Exhibit 10.09 to ourQuarterly Report on Form 10-Q filed on November 4, 2013.) 10.40†+First Amendment to Change of Control Severance, Confidentiality and Non-Solicitation Agreement, dated as of September 6, 2013,between the Company and Lee M. Shumway (Filed as Exhibit 10.10 to our Quarterly Report on Form 10-Q filed on November 4, 2013.) 10.41†Securities Purchase Agreement between the Company and Hanlong (USA) Mining Investment, Inc. dated March 4, 2010 (Filed asAnnex B to our Definitive Proxy Statement filed on April 6, 2010.) 10.42†Amendment No. 1 to Securities Purchase Agreement dated July 30, 2010, between General Moly, Inc. and Hanlong (USA) MiningInvestment, Inc. (Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on October 29, 2010.) 10.43†Amendment No. 2 to Securities Purchase Agreement dated October 26, 2010, between General Moly, Inc. and Hanlong (USA) MiningInvestment, Inc. (Filed as Exhibit 10.3 to our Registration Statement on Form S-3 filed on November 23, 2010.) 10.44†Amendment No. 3 to Securities Purchase Agreement dated December 20, 2010, between General Moly, Inc. and Hanlong (USA) MiningInvestment, Inc. (Filed as Exhibit 7(e) to Hanlong (USA) Mining Investment, Inc.’s Schedule 13D filed on December 30, 2010.) 10.45†Amendment No. 4 to Securities Purchase Agreement dated July 7, 2011, between General Moly, Inc. and Hanlong (USA) MiningInvestment, Inc. (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed onJuly 13, 2011.) 10.46†Amendment No. 5 and Notice Pursuant to Securities Purchase Agreement dated June 14, 2012, by and between General Moly, Inc. andHanlong (USA) Mining Investment, Inc. (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 15, 2012.) 74Table of Contents ExhibitNumber Description10.47†Option Agreement with respect to Securities Purchase Agreement dated January 9, 2012, between General Moly, Inc. and Hanlong(USA) Mining Investment, Inc. (Filed as Exhibit 10.46 to our Annual Report on Fromm 10-K filed on March 1, 2012.) 10.48†Stockholder Agreement dated December 20, 2010, between General Moly, Inc. and Hanlong (USA) Mining Investment, Inc. (Filed asExhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2010.) 10.49†Amendment No. 1 to Stockholder Agreement dated as of October 26, 2012, by and between General Moly, Inc. and Hanlong (USA)Mining Investment, Inc. (Filed as Exhibit 10.3 to our Current Report on Form 8-K filed on October 31, 2012.) 10.50†Common Stock Purchase Warrant dated April 16, 2010, issued to CCM Qualified Master Fund, Ltd. (Filed as Exhibit 10.1 to ourCurrent Report on Form 8-K filed on April 19, 2010.) 10.51†Common Stock Purchase Warrant dated April 16, 2010, issued to Coghill Capital Management, LLC. (Filed as Exhibit 10.1 to ourCurrent Report on Form 8-K filed on April 19, 2010.) 10.52†Agreement to Reprice and Exercise Warrants between the Company and CCM Master Qualified Fund, Ltd. Dated December 21, 2010(Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 5, 2011.) 10.53†Agreement to Reprice and Exercise Warrants between the Company and CCM Special Holdings Fund, LP. Dated December 21, 2010(Filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 5, 2011.) 10.54†Cooperation Agreement dated August 10, 2010, between Eureka Moly, LLC and the Eureka Producers Cooperative (Filed asExhibit 10.1 to our Current Report on Form 8-K/A filed on August 26, 2010.) 10.55†Employment Offer Letter dated August 17, 2010, between General Moly, Inc. and Robert Scott Roswell (Filed as Exhibit 10.60 to ourAnnual Report on Form 10-K filed on March 2, 2011.) 10.56†+Change of Control Severance Agreement dated January 1, 2012, between General Moly, Inc. and Robert Scott Roswell (Filed asExhibit 10.60 to our Annual Report on Form 10-K filed on March 1, 2012.) 10.57†+Stay Incentive Agreement, dated as of September 6, 2013, between the Company and R. Scott Roswell (Filed as Exhibit 10.07 to ourQuarterly Report on Form 10-Q filed on November 4, 2013.) 10.58†+First Amendment to Change of Control Severance, Confidentiality and Non-Solicitation Agreement, dated as of September 6, 2013,between the Company and R. Scott Roswell (Filed as Exhibit 10.08 to our Quarterly Report on Form 10-Q filed on November 4, 2013.) 10.59†+Form of Restricted Stock Unit Agreement for the Company’s 2006 Equity Incentive Plan (performance-based vesting) (Filed asExhibit 10.6 to our Quarterly Report on Form 10-Q filed on May 2, 2011.) 10.60†+Form of Restricted Stock Unit Agreement for the Company’s 2006 Equity Incentive Plan (tome-based vesting) (Filed as Exhibit 10.7 toour Quarterly Report on Form 10-Q filed on May 2, 2011.) 10.61†+Form of Stock Appreciation Rights Grant Notice for the Company’s 2006 Equity Incentive Plan (Filed as Exhibit 10.8 to our QuarterlyReport on Form 10-Q filed on May 2, 2011.) 10.62†Unit Subscription Agreement dated as of December 22, 2014, by and among General Moly, Inc. and the several investors signatorythereto (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 30, 2014.) 10.63†+Leave of Absence Letter Agreement dated effective as of February 6, 2015 between General Moly, Inc. and Patrick M. James (Filed asExhibit 10.1 to our Current Report on Form 8-K filed on February 10, 2015.) 21.1Subsidiaries of General Moly, Inc. (Filed herewith) 23.1Consent of PricewaterhouseCoopers LLP (Filed herewith) 75Table of Contents ExhibitNumber Description 31.1Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a) (Filed herewith) 31.2Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a) (Filed herewith) 32.1Certification of CEO pursuant to Section 1350 (Furnished herewith) 32.2Certification of CFO pursuant to Section 1350 (Furnished herewith) 101The following XBRL (Extensible Business Reporting Language) materials are filed herewith: (i) XBRL Instance; (ii) XBRL TaxonomyExtension Schema; (iii) XBRL Taxonomy Extension Calculation; (iv) Taxonomy Extension Labels, (v) XBRL Taxonomy ExtensionPresentation, and (vi) XBRL Taxonomy Extension Definition. † 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 SecuritiesExchange Commission. 76Table of Contents SIGNATURES 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 bythe undersigned, thereunto duly authorized in Lakewood, Colorado on March 11, 2015. GENERAL MOLY, INC. By:/s/ Bruce D. HansenName:Bruce D. HansenTitle:Chief Executive Officer(Principal Executive Officer) Pursuant to the requirements of the Exchange Act, this report has been signed below on March 11, 2015 by the following persons, on behalf of theRegistrant, and in the capacities indicated. /s/ Bruce D. HansenChief Executive Officer and DirectorBruce D. Hansen(Principal Executive Officer) /s/ David A. ChaputChief Financial OfficerDavid A. Chaput(Principal Financial Officer) /s/ Lee M. ShumwayController and TreasurerLee M. Shumway(Principal Accounting Officer) Chairman of the BoardPatrick M. James* /s/ Ricardo M. CampoyLead Director and Interim Chairman of the BoardRicardo M. Campoy /s/ Mark A. LettesDirectorMark A. Lettes /s/ Gary A. LovingDirectorGary A. Loving /s/ Gregory P. RaihDirectorGregory P. Raih /s/ Nelson F. ChenDirectorNelson F. Chen * On leave of absence as previously disclosed. 77EXHIBIT 21.1 SUBSIDIARIES OF GENERAL MOLY, INC. Net Smelter, Inc., a Delaware corporation Moly Royalty, Inc., a Delaware corporation Copper Royalty, Inc., a Delaware corporation Eureka Moly, LLC, a Delaware limited liability company Nevada Moly, LLC, a Delaware limited liability company Kobeh Valley Ranch, LLC, a Nevada limited liability company Liberty Moly, LLC, a Delaware limited liability company Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-149208 and 333-166999) and RegistrationStatement on Form S-3 (No. 333-192668) of General Moly, Inc. of our report dated March 11, 2015 relating to the consolidated financial statements and theeffectiveness of internal control over financial reporting, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLPDenver, Colorado March 11, 2015 EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bruce D. Hansen, certify that: 1. I have reviewed this Annual Report on Form 10-K of General Moly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a—15(f) and 15d—15(f))for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting. Dated: March 11, 2015 By:/s/ Bruce D. HansenName:Bruce D. HansenTitle:Chief Executive Officer EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David A. Chaput, certify that: 1. I have reviewed this Annual Report on Form 10-K of General Moly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a—15(f) and 15d—15(f))for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting. Dated: March 11, 2015 By:/s/ David A. ChaputName:David A. ChaputTitle:Chief Financial Officer EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Bruce D. Hansen, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that theAnnual Report on Form 10-K of General Moly, Inc. for the year ended December 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) ofthe Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financialcondition and results of operations of General Moly, Inc. Dated: March 11, 2015 By:/s/ Bruce D. HansenName:Bruce D. HansenTitle:Chief Executive Officer(Principal Executive Officer) EXHIBIT 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, David A. Chaput, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that theAnnual Report on Form 10-K of General Moly, Inc. for the year ended December 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) ofthe Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financialcondition and results of operations of General Moly, Inc. Dated: March 11, 2015 By:/s/ David A. ChaputName:David A. ChaputTitle:Chief Financial Officer 

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