General Moly, Inc. Annual Report 2016

← All annual reports

FY2016 Annual Report · General Moly, Inc.

Loading PDF…

G E N E R A L M O L Y 2 0 1 6 A N N U A L R E P O R T
G E N E R A L M O L Y 2 0 1 6 A N N U A L R E P O R T

4/14/17 5:09 PM

Investment strengths

• Two world-class molybdenum projects in mining-

friendly Nevada, USA

World Molybdenum Demand (2016-2025p, M lbs)

• Medium-term producer aligned with projected

moly market recovery

• Strategic partnerships underpin future project

financing and product sales agreements

• Tangible asset value including current cash,

80% interest of $87M in Mt. Hope plant and

equipment and over $21M in other assets1

• Financial stability to fund current business

activities into mid 2018, excluding further

investments by AMer

• restricted cash sufficient to sustain Mt. Hope

Project through 2021

• Molybdenum market poised for strong long-term

fundamentals

MT HOPE Project / World-Class Flagship

LIBERTY Project / moly-Copper next

700

650

600

550

500

450

400

350

300

686

3 % C A G R
570

512

2016

2017p 2018p 2019p 2020p 2021p 2022p 2023p 2024p 2025p

Source: CPM Group’s Molybdenum Price Outlook, March 2017

First Five Years

40M Mo lbs/year
$6.28 cash op. costs/lb
General Moly’s 80% interest LOM2:
Net Present Value = $734M
After-tax, undiscounted cash flow= $3.8B

First Five Years

14M Mo lbs & 7.5M Cu lbs/year
$7.79 cash op. costs/lb Mo
LOM Net Present Value2 = $325M
LOM after-tax, undisc. cash flow3= $1.7B

705890cvrcx.indd 4-6

1, 2, 3 - See End Notes on last page of text.

Dear Fellow Shareholder,

General Moly is the only pure-play, western-exchange traded molybdenum stock. We remain poised for
the continued molybdenum price recovery as a potential medium-term producer with two world-class
molybdenum projects in mining-friendly Nevada.

While it was a challenging year of weak molybdenum prices, since the beginning of 2017, the
molybdenum price has risen approximately 20% while General Moly stock is up 60%, after an initial
doubling, demonstrating the trading leverage of GMO. The molybdenum weekly price has recovered from a
low of $5.20 per pound at the beginning of 2016 to over $8.00 per pound at the time of this letter.

Recovering Molybdenum Market

We believe that the molybdenum market will continue to recover in 2017, driven by growth in steel
demand from a rebound in oil drilling and pipelines, potential increased infrastructure spending in the
United States and renewed global economic expansion.

Molybdenum-reinforced steels are the backbone of modern economies. China’s economic engine may have
slowed to 6.7% in 2016 and is projected to grow at 6.5% in 2017, but it continues to lead the world
in mega transportation and infrastructure projects. These projects include the building of a megacity in
the Pearl River Delta, which is envisioned to overtake Tokyo in size, the Beijing-Shanghai bullet train
construction, the Silk Road and Belt project linking China with India and Europe and numerous other bridge,
rail and power projects.

I have been to China regularly on business over the past 10 years and can attest to its rapid development
and expanding urbanization. China could overtake the United States as the world’s largest economy within
10 years by some media estimates.

Led by China, global molybdenum consumption in stainless steels increased 7.7 percent in 2016 over
2015, according to Roskill, a commodities market research ﬁrm. The World Steel Association reported that
global steel production saw a 4.1% jump for February 2017 compared to the year ago period, with China’s
steel production increasing 4.6% over the same periods. There have been eight consecutive months of
year-over-year increases, signaling rising world steel demand. As the world’s largest molybdenum producer,
China’s molybdenum production declined 6.0% in 2016 from 2015, according to the CPM Group, a metal
market research ﬁrm. Other major producers also reduced molybdenum output in reaction to lower prices.

As the supply and demand fundamentals improve, it is a matter of when for the molybdenum market to return
to double digits. Today’s price would need to double to reach the 10-year average of $16.45 per pound.

2016 – Reduced Expenses

In the meantime, we are focused on controllable factors. We lowered our quarterly cash burn rate for
Corporate and Liberty Project expenses by 20% to an estimated $1.5 million for 2017 from the quarterly
average of $1.9 million in 2016 and 2015. Total operating expenses declined by 27% from 2015 to $7.1
million in 2016. In addition, we shaved the care and maintenance expenses for the Mt. Hope Project in
Nevada, where our 80%-owned joint venture operating company, Eureka Moly, LLC, has extended self-funding
of Mt. Hope’s care and maintenance costs by another year through 2021, using existing cash reserves of
$13.0 million on a 100% ownership basis.

1 General Moly / Annual Report 2016

2017 Priorities and AMER Partnership

During 2016, we solidiﬁed our strategic partnership with our largest shareholder AMER International Group
through our joint business development, using disciplined analysis and assessment of base metal and
molybdenum opportunities for the long term. The AMER conglomerate is ranked 190th by revenue in the
Fortune Global 500 of the world’s largest corporations and is run by Wang Wenyin, the sixth richest billionaire
in China, according to Forbes.

We and AMER have a value investor’s contrarian view that the weakened base metal and ferro-alloy sector
offers attractive value-creating prospects. Funded by AMER’s investment, the General Moly team functions
similarly to a merchant bank as our team continues to evaluate potentially distressed and undervalued base
metal assets, including molybdenum and other ferro alloys.

In addition to working with AMER on strategic business opportunities, our priorities in 2017 are to effect
reinstatement of the Record of Decision (ROD) and state permits for water rights for the Mt. Hope Project. We
are working with the U.S. Bureau of Land Management to resolve technical matters related to the air quality
baseline studies as raised by the U.S. Court of Appeals for the Ninth Circuit to complete a supplemental
Environmental Impact Statement. We are also working to schedule a hearing with the Nevada State Engineer
to address the technical issues to reinstate our water permits for the Mt. Hope Project. We will address these
narrow technical questions and anticipate the reinstatement of both the ROD and the state water permits in
due course.

With the recovery of our water permits, AMER will invest an additional $6 million into our Company, assuming
the molybdenum price continues at $8.00 per pound or higher for at least 30 consecutive calendar days.

What attracted AMER and our management to General Moly is our ﬂagship Mt. Hope Project. Mt. Hope
remains as one of the best undeveloped, highest-grade molybdenum deposits in the world with 80%
interest owned by General Moly shareholders and 20% ownership by POSCO, one of the world’s largest steel
companies.

Mt. Hope’s ultimate development is the cornerstone of our investment thesis and accentuates our business
strengths of:

• World-leading assets in a prime location – the Mt. Hope and wholly-owned Liberty molybdenum projects in

Nevada – accessible to nearby infrastructure including labor, highways, power and water,

• A capable team with the requisite ﬁnancial, operational and technical skills, and
• Quality international partnerships with AMER and off-take sales agreements with several leading steel

companies and a major metals trading company.

We invite you to review our most recent presentation on our website to reacquaint yourself with General Moly.
Please sign up for our Email Alerts on our website, under Investors/Financial Information/Email Alerts. Our
employees, Board of Directors and I thank you, our shareholders and the local communities in Nevada for your
support.

Sincerely,

Bruce D. Hansen
Chief Executive Ofﬁcer
April 14, 2017

2 General Moly / Annual Report 2016

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(cid:95) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

(cid:134) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

For the transition period from to

Commission file number: 001-32986

GENERAL MOLY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation or
Organization)

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

91-0232000
(I.R.S. Employer Identification No.)

80401
(Zip Code)

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

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

Common Stock, par value $0.001 per share
(Title of Each Class)

NYSE MKT and Toronto Stock Exchange
(Name of each Exchange on Which Registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:134) No (cid:95)

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 (cid:134) No (cid:95)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes (cid:95) No (cid:134)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes (cid:95) No (cid:134)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to

the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (cid:95)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See

definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer (cid:134)

Non-accelerated filer (cid:134)

Accelerated filer (cid:133)

Smaller reporting company (cid:95)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:134) No (cid:95)

As of June 30, 2016, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $27,990,861 based on the closing

price as reported on the NYSE MKT.

As of March 10, 2017, 111,167,877 shares of the registrant’s common stock, par value of $0.001 per share, were outstanding.

Certain portions of the registrant’s definitive proxy statement to be used in connection with its Annual Meeting of Stockholders and to
be filed within 120 days of December 31, 2016 are incorporated by reference into Part III, Items 10-14, of this report on Form 10-K.

DOCUMENTS INCORPORATED BY REFERENCE

TABLE OF CONTENTS

ITEMS 1. & 2.

BUSINESS AND PROPERTIES

ITEM 1A.

RISK FACTORS

ITEM 1B.

UNRESOLVED STAFF COMMENTS

ITEM 3.

LEGAL PROCEEDINGS

ITEM 4.

MINE SAFETY DISCLOSURES

Part I

Part II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 6.

SELECTED FINANCIAL DATA

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

ITEM 9A.

CONTROLS AND PROCEDURES

ITEM 9B.

OTHER INFORMATION

Part III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11.

EXECUTIVE COMPENSATION

ITEM 12.

ITEM 13.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Part IV

ITEM 16.

SUMMARY

SIGNATURES

Page

8(cid:26)

ITEMS 1. & 2. BUSINESS AND PROPERTIES

PART I

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 consolidated subsidiary Eureka Moly, LLC, referred to as the “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. 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 copper operation, after commencement of
commercial production at the Mt. Hope Project, with initial production dependent on market conditions.

Corporate Information

The Company was initially incorporated in Idaho under the name “General Mines Corporation” in 1925. We

have gone through several name changes and on October 5, 2007, we reincorporated the Company in the State of
Delaware (“Reincorporation”) through a merger of Idaho General Mines, Inc. with and into General Moly, Inc., a
Delaware corporation that was a wholly-owned subsidiary of Idaho General Mines, Inc. with General Moly, Inc. being
the surviving entity. In connection with the Reincorporation, all of the outstanding securities of Idaho General
Mines, Inc. were converted into securities of General Moly, Inc. on a one-for-one basis. For purposes of the Company’s
reporting status with the U.S. Securities and Exchange Commission (“SEC”), General Moly, Inc. is deemed a successor
to Idaho General Mines, Inc. Our common stock is traded on the NYSE MKT under the symbol “GMO” and, in
February 2008, the Company began trading on the Toronto Stock Exchange (“TSX”) under the same symbol. Our
registered and principal executive office is located at 1726 Cole Blvd., Suite 115, Lakewood, Colorado 80401 and the
phone number for that office is (303) 928-8599.

We maintain a website at www.generalmoly.com, on which we post free of charge our annual reports on

Form 10-K, quarterly reports on Form 10-Q, Extensible Business Reporting Language (“XBRL”) documents, and any
amendments to these reports under the heading “Investors” as soon as reasonably practicable after we electronically file
such material with, or furnish it to, the SEC. We also routinely post important information about the Company on our
website under the heading “Investors.” We do not incorporate the information on our website into this document and
you should not consider any information on, or that can be accessed through, our website as part of this document. You
may read and copy any materials we file with the SEC at the Securities and Exchange Commission Public Reference
Room at 100 F Street NE Washington, DC 20549. Information regarding the operation of the 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 other
information at www.sec.gov.

Corporate Strategy and Objective

Our corporate strategy has been to acquire and develop highly profitable advanced stage mineral deposits. Our

corporate objective is to profitably develop and operate the Mt. Hope Project and to complete our evaluation and
commence development of the Liberty Project. Presently, we are focused on working cooperatively with federal and
state of Nevada regulatory agencies to reobtain necessary water permits for the Mt. Hope Project and the reissuance of a
Record of Decision (“ROD”) from the Bureau of Land Management (“BLM”) following actions taken by the Nevada
Supreme Court and the federal appellate court, described below, to further efforts for obtaining financing required to
complete the development of the Mt. Hope Project, while at the same time conserving our cash resources until such
financing is received. In addition, we continue to evaluate potential value-accretive acquisition opportunities jointly with
AMER.

We believe we have the following business strengths that will enable us to achieve our objectives:

(cid:120) We have retained a strong, proven management team with experience in mine development, project

financing, and operations.

(cid:120) We are working with the Nevada State Engineer to re-obtain our water permits following the October 2015
Nevada Supreme Court decision reversing the issuance of our permits. We are also working closely with
the BLM to complete baseline air quality studies to comply with issues raised by the Ninth Circuit, and to
have the ROD reissued. The Mt. Hope Project is anticipated to be one of the largest and lowest cost
primary molybdenum projects in the world, driven, in part, by high ore grades that will be processed early
in the mine life.

(cid:120) Our Liberty Project has the potential to become a second, significant, molybdenum and copper operation

and is wholly-owned by the Company and royalty-free.

(cid:120) The Mt. Hope Project and the Liberty Project are located in Nevada, which has a long and ongoing history

of large-scale, open pit mining operations.

(cid:120) Both the Mt. Hope Project and the Liberty Project have near-by infrastructure for power, access roads, and

water and have an environmentally sound design.

(cid:120) We have strong international support from the steel industry as evidenced by the strategic partnerships and

off-take agreements we have in place with several of the world’s largest steel companies.

(cid:120) We anticipate favorable long-term market fundamentals for molybdenum and copper based on historical

price ranges and the industry cost structure and believe that the price has a better probability of appreciating
than depreciating further.

Products

We do not currently produce any products. When the Mt. Hope Project is developed, the LLC expects
production of 40 million pounds of molybdenum (“Mo”) 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 (based on a $12/lb Mo reserve). Using
the $8/lb Mo reserve referenced later in this report, life of mine production declines to approximately 0.5 billion pounds
of molybdenum. The Mt. Hope Project will primarily focus on producing Technical Grade Molybdenum Oxide
(“TMO”), which is widely utilized by the steel industry. In the future, we may also consider producing
ferromolybdenum (“FeMo”), which is also used by the steel industry and would make the Company an integrated
supplier 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. The major applications of molybdenum containing
plain and low alloy steels are automotive body panels, construction steel and oil and gas pipelines. When added to
stainless steels, molybdenum imparts specialized corrosion resistance in severe corrosive environments while improving
strength. The major applications of stainless steels are in industrial chemical process plants, desalinization plants,
nuclear reactor cooling systems and environmental pollution abatement. When added to super alloy steels, such as those
used in jet turbine blades and other advanced aerospace engine components, molybdenum dramatically improves high
temperature strength, thermal expansion and contraction resistance and resistance to oxidation. The effects of
molybdenum additions to steels are not readily duplicated by other elements and as such are not significantly impacted
by substitution of other materials.

Other significant molybdenum applications include lubrication, catalytic sulfur reduction in petrochemicals,

lighting, LCD activation screens, x-ray generation, high temperature heat dissipation and high temperature conductivity.
These areas represent the highest technical and value-added applications of molybdenum.

Molybdenum exploration, development and production is a competitive business. We anticipate competing

worldwide with numerous molybdenum suppliers once the Mt. Hope Project achieves production.

Competitive Conditions

The supply of molybdenum comes from both primary molybdenum mines which represents approximately 40%

of the molybdenum produced annually, such as our proposed Mt. Hope Project, and as a byproduct of porphyry copper
production, which represents approximately 60% of the annual production, as estimated by CPM Group’s Molybdenum
Market Outlook report in March 2017. Annual molybdenum supply is estimated by CPM Group to be 521 million
pounds in 2017 and then 535 million pounds in 2018. Although many companies produce molybdenum, some of which
also mine other minerals, approximately two-thirds of global production is concentrated among ten companies.

When and if we develop either or both our Mt. Hope Project and/or Liberty Project and commence production,

our competitive position will be based on the quality and grade of our ore bodies and our ability to manage costs
compared with other producers.

The Company had a total of 15 employees, including 13 exempt and 2 hourly employees, as of December 31,

Employees

2016.

Overview

Description of the Mt. Hope Project

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 development of the Mt. Hope Project. The Mt. Hope Project will include the development of
an open pit mine, construction of a concentrator and a roaster, and construction of all related infrastructure to produce
TMO, the most widely 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 August, 2007, we completed a Bankable Feasibility Study
(“Bankable Feasibility Study” or “BFS”) that provided data on the viability, expected economics, and production and
cost estimates of the project. Since publication of the BFS, we have revised several estimates, based primarily on
engineering progress, which remains approximately 65% complete at December 31, 2016. Our current estimates for the
Mt. Hope Project capital cost requirements are referred to as the “Project Capital Estimate” and our current estimates for
the Mt. Hope Project operating costs are referred to as the “Project Operating Cost Estimate”.

In 2005, we initiated the baseline studies necessary for development of an Environmental Impact Statement

(“EIS”). We completed an initial Plan of Operations (“PoO”), which the BLM accepted in September 2006. In
December 2006, the BLM selected an environmental firm to complete the EIS for the Mt. Hope Project. The Company
worked diligently with the environmental firm to complete the EIS. On January 16, 2014, we filed a technical report (the
“January 2014 Technical Report”) prepared in accordance with National Instrument 43-101 Standards of Disclosure for
Mineral Projects of the Canadian Securities Administration (“NI 43-101”) for the Mt. Hope Project, estimating
molybdenum reserves and resources, production, capital and operating cost parameters and project economics. The NI
43-101 is a codified set of rules and guidelines for reporting and displaying information related to mineral properties
owned by, or explored by, companies which report these results on stock exchanges within Canada. The completed
report estimates molybdenum reserves and resources, production, capital and operating cost parameters, along with
project economics.

The January 2014 Technical Report stated a proven and probable mineral reserve containing 984.6 million tons

averaging 0.070% sulfide molybdenum, resulting in 1.4 billion pounds (1.1 billion pounds owned by us), of which 1.2
billion pounds (1.0 billion pounds owned by us) are estimated to be recoverable (molybdenum pounds contained in
Technical Grade Molybdenum Oxide (“TMO”)). The proven and probable mineral reserves (eight-phase base plan)
stated in the January 2014 Technical Report were developed at a price of $12.00/lb of molybdenum (“Mo”). Since the
filing of the January 2014 Technical Report the molybdenum price has declined and the proven and probable mineral
reserve has been updated and is shown in the section “Reserves and Mineralized Material” found later in this filing. In
conjunction with the filing of this report, we have updated the reserve and resources estimates using an $8.40/lb
molybdenum (“Mo”) three-year backward average price. This six-phase mine plan results in a life of mine pretax
average cash cost per pound Mo of $6.83 and a pretax average cash cost plus royalties per pound Mo of $7.55, while the
unoptimized pushback represents a mine design price of $8.67/lb. This six-phase plan can revert to the eight-phase base

plan at any time if molybdenum prices improve. Other than this reserve estimate update, there have been no subsequent
updates to the January 2014 Technical Report.

The Mt. Hope Project — the Mt. Hope Lease

The Mt. Hope Project is owned/leased and will be operated by Eureka Moly, LLC (the “LLC”) under the LLC
Agreement, described below under “Mt. Hope Project Ownership”. The LLC currently has a lease (“Mt. Hope Lease”)
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 as operations 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 lease and failure to cure such breach. If the LLC terminates the
lease, termination is effective 30 days after receipt by MHMI of written notice to terminate the Mt. Hope Lease and no
further payments would be due to MHMI. If MHMI terminates the lease, termination is effective upon receipt of a
notice of termination of a material breach, representation, warranty, covenant or term contained in the Mt. Hope Lease
and followed by failure to cure such breach within 90 days of receipt of a notice of default. MHMI may also elect to
terminate the Mt. Hope Lease if the LLC has not cured the non-payment of obligations under the lease within 10 days of
receipt of a notice of default.

Located in Eureka County, Nevada, the Mt. Hope Project consists of 13 patented lode claims and one millsite
claim, which are owned by MHMI and leased to the LLC, and 1,521 unpatented lode claims, including 109 unpatented
lode claims owned by MHMI and leased to the LLC and 1,412 unpatented lode claims owned by the LLC. Patented
claims are owned real property and unpatented claims are held subject to the paramount title of the United States of
America (“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 applicable fees.

The Mt. Hope Lease is subject to the payment of certain royalties. See “Business—Description of the Mt. Hope
Project—Royalties, Agreement and Encumbrances” below. In addition to the royalty payments, the LLC is obligated to
maintain the property and the Mt. Hope Project’s associated water rights, including the payment of all property taxes and
claim maintenance fees. The LLC must also indemnify MHMI against any and all losses incurred as a result of any
breach or failure to satisfy any of the terms of the Mt. Hope Lease or any activities or operations on the Mt. Hope
property.

The LLC is not permitted to assign or otherwise convey its obligations under the Mt. Hope Lease to a third

party without the prior written consent of MHMI, which consent may be withheld at its sole discretion. If, however, the
assignment takes the form of a pledge of our interest in the Mt. Hope Project for the purpose of obtaining project
financing, MHMI’s consent may not be unreasonably withheld. The Mt. Hope Lease further requires the LLC to keep
the property free and clear of all liens, encumbrances, claims, charges and burdens on production except as allowed for
project financing.

The Mt. Hope Lease requires that the terms of any project financing must provide that: (i) any principal amount
of debt can only be repaid after payment of the periodic payments as set out in the Mt. Hope Lease; (ii) the lenders may
not prohibit or interfere with any advance royalty payments due to MHMI under the Mt. Hope Lease; and (iii) no cash
sweeps or payments of excess cash flow may be made to the lenders in priority of such advance royalty payments, 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 the boundary of the Mt. Hope Project be conveyed to MHMI if requested within a
certain time period following notification of such acquisition. MHMI has requested that we maintain ownership of all
new claims filed by the LLC, which now includes 1,412 unpatented lode claims.

Property Description and Location

The Mt. Hope Project is located on the eastern flank of Mt. Hope approximately 21 miles north of Eureka,

Nevada. The Mt. Hope Project is located at the southern end of the northwest-trending Battle Mountain-Eureka mineral

belt. Mt. Hope is approximately 2.6 miles due west of 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.

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% of the expected capital to be used for
those certain construction capital costs defined in the Mt. Hope Lease. Through December 31, 2016, we have paid $24.6
million of the total Construction Royalty Advance. Based on our Mt. Hope Project capital budget we estimate that a
final reconciliation payment on the Capital Construction Cost Estimate (the “Estimate”) will be due following the
commencement of commercial production, after as-built costs are definitively determined. The Company estimates that,
based on the revised capital estimate discussed above and the current timeline for the commencement of commercial
production, an additional $4.2 million will be due approximately 24 months after the commencement of construction.
This amount was accrued as of December 31, 2016. The capital estimates will be subject to escalation as the Company
experiences continued delays associated with current market conditions and its ability to seek and obtain full financing
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 year for any year wherein commercial production has not been achieved or the MHMI Production
Royalty (as hereinafter defined) is less than $0.5 million. As commercial production is not anticipated to commence
before late-2019, the Company has also accrued $1.5 million in Annual Advance Royalty payments which will be due in
three $0.5 million installments in October 2017, 2018, and 2019, respectively. The 2016 payment was made on October
19, 2016. The Estimate and the Annual Advance Royalty are collectively referred to as the “Advance Royalties.” All
Advance Royalties are credited against the MHMI Production Royalties once the mine has achieved commercial
production. After the mine begins production, the LLC estimates that the MHMI Production Royalties will be in excess
of the Annual Advance Royalties for the life of the Mt. Hope Project. Until the advance royalties are fully credited, the
LLC will pay one half of the calculated Production Royalty annually. Assuming a $12 molybdenum price, the Annual
Advance Royalties will be consumed 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 production royalty equal to the greater of: (i) $0.25 per pound of molybdenum metal
(or the equivalent of some other product) sold or deemed to be sold from the Mt. Hope Project; or (ii) 3.5% of
net returns (“Base Percentage”), if the average gross value of products sold is equal or lower than $12.00 per
pound, or the Base Percentage plus 1% of net returns if the average gross value of products sold is higher than
$12.00 per pound but equal or lower than $15.00 per pound, or the Base Percentage plus 1.5% of net returns if
the average gross value of products sold is higher than $15.00 per pound (“MHMI Production Royalties”). As
used in this paragraph, the term “products” refers to ores, concentrates, minerals or other material removed and
sold (or deemed to be sold) from the Mt. Hope Project; the term “gross value” refers generally to proceeds
received by us or our affiliates for the products sold (or deemed to be sold); and the term “net returns” refers to
the gross value of all products, less certain direct out of pocket costs, charges and expenses actually paid or
incurred by us in producing the products.

(b)

Exxon Production Royalty

Exxon will receive a perpetual 1% royalty interest in and to all ores, metals, minerals and
metallic substances mineable or recoverable from the Mt. Hope Project in kind at the mine or may elect to
receive cash payment equal to 1% of the total amount of gross payments received from the purchaser of ores
mined/removed/sold from property net of certain deductions.

Mt. Hope 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 our interest 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 2008 entered into an agreement (“LLC
Agreement”) for the development and operation of the Mt. Hope Project with POS-Minerals Corporation (“POS-
Minerals”) an affiliate of POSCO, a public company based in the Republic of Korea and one of the world’s largest
producers of steel. Under the LLC Agreement, POS-Minerals owns a 20% interest in the LLC and General Moly,
through Nevada Moly, LLC (“Nevada Moly”), a wholly-owned subsidiary, owns an 80% interest. In this report, POS-
Minerals and Nevada Moly are also referred to as the “members.” 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 during the 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”),
which has since been vacated, see “Permitting Considerations” below.

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,
since reduced to $33.6 million as discussed below, of its capital contributions (“Return of Contributions”), with no
corresponding reduction in POS-Minerals’ ownership percentage. Effective January 1, 2015, as part of a comprehensive
agreement concerning the release of the reserve account described below, Nevada Moly and POS-Minerals agreed that
the Return of Contributions 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 the due 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 to December 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 shall compound quarterly, commencing on
December 31, 2020 through the date of payment in full. Payments of accrued but unpaid interest, if any, shall be made
on the repayment date. Nevada Moly may elect, on behalf of the Company, to cause the Company to prepay, in whole or

in part, the Return of Contributions at any time, without premium or penalty, along with accrued and unpaid interest, if
any.

The original Return of Contribution amount of $36.0 million due to POS-Minerals is reduced, dollar for dollar,
by the amount of capital contributions for equipment payments required from POS-Minerals under approved budgets of
the LLC, as discussed further below. As of December 31, 2016, this amount has been reduced by $2.4 million,
consisting of 20% of an $8.4 million principal payment made on milling equipment in March 2015, a $2.2 million
principal payment made on electrical transformers in April 2015, and a $1.2 million principal payment made on milling
equipment in April 2016, such that the remaining amount due to POS-Minerals is $33.6 million. If Nevada Moly does
not fund its additional capital contribution in order for the LLC to make the required Return of Contributions to POS-
Minerals 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 estimated to 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 unpaid Return 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, 2016, the aggregate amount of deemed capital
contributions of both members was $1,081.9 million.

Furthermore, the LLC Agreement authorizes POS-Minerals to put/sell its interest in the LLC to Nevada Moly

after a change of control of Nevada Moly or the Company, as defined in the LLC Agreement, followed by a failure by us
or our successor company to use standard mining industry practice in connection with the development and operation of
the Mt. Hope Project as contemplated by the parties for a period of twelve (12) consecutive months. If POS-Minerals
exercises its option to put or sell 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 as required 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 is subject to dilution based on the Dilution Formula. The
Company and POS-Minerals consented, effective July 1, 2013, to Nevada Moly accepting financial responsibility for
POS-Minerals’ 20% interest in costs related to Nevada Moly’s compensation and reimbursement as Manager of the
LLC, and certain owners’ costs associated with Nevada Moly’s ongoing 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 the
consensual agreement, which ended on June 30, 2014. From July 1, 2014 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 been made by both members.

Effective January 1, 2015, Nevada Moly and POS-Minerals signed an amendment to the LLC Agreement under

which a separate $36.0 million belonging to Nevada Moly, held by the LLC in a reserve account established in
December 2012, is being released for the mutual benefit of both members related to the jointly approved Mt. Hope
Project expenses through 2021. In January 2015, the reserve account funded a reimbursement of contributions made 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 are now being 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. The balance of the reserve account was $13.0 million and
$16.6 million at December 31, 2016 and December 31, 2015, respectively.

Agreement with Hanlong (USA) Mining Investment, Inc. (“Hanlong”)

On December 20, 2010, we entered into a Stockholder Agreement (the “Stockholder Agreement”) with Hanlong

in connection with a Tranche 1 closing under a Securities Purchase Agreement dated March 4, 2010 (the “Purchase
Agreement”) between us and Hanlong.

The Purchase Agreement with Hanlong was terminated in August 2013, though certain provisions of the

Hanlong representative to the Board as its beneficial ownership of the Company’s common stock on a fully diluted basis
had fallen below 10%. As a result, the term of Hanlong’s designated director expired at the Annual Meeting in June
2016.

Agreement with AMER International Group (“AMER”)

Private Placement

In April 2015, the Company and AMER entered into a private placement for 40.0 million shares of the

Company’s common stock and warrants (the “AMER Warrants”) to purchase 80.0 million shares of the Company’s
common stock, priced using the trailing 90-day volume weighted average price (“VWAP”) of $0.50 on April 17, 2015,
the date the Investment and Securities Purchase Agreement (“AMER Investment Agreement”) was signed. We received
stockholder approval of the transaction at our 2015 Annual Meeting.

On November 2, 2015, the Company and AMER entered into an amendment to the AMER Investment

Agreement, restructuring the transaction into a three-tranche investment. The first tranche of the amended AMER
Investment Agreement closed on November 24, 2015 for a $4.0 million private placement representing 13.3 million
shares, priced at $0.30 per share, and the AMER Warrants, which will become exercisable upon availability of an
approximately $700.0 million senior secured loan (“Bank Loan”). The funds received from the $4.0 million private
placement have been divided evenly between general corporate purposes and an expense reimbursement account
available to both AMER and the Company to cover anticipated Mt. Hope financing costs and other jointly sourced
business development opportunities. In addition, AMER and General Moly entered into a Stockholder Agreement
allowing AMER to nominate a director to the General Moly Board of Directors, additional directors following the close
of Tranche 3, discussed below, and drawdown of the Bank Loan. The Stockholder Agreement also governs AMER’s
acquisition and transfer of General Moly shares. Prior to closing, the parties agreed to eliminate certain conditions to
closing. Following the closing, AMER nominated Tong Zhang to serve as a director of the Company, and he was
appointed to the Board of Directors on December 3, 2015.

The second tranche of the amended AMER Investment Agreement will include a $6.0 million private placement

representing 12.0 million shares, priced at $0.50 per share. $5.0 million of the $6.0 million will be used for general
corporate purposes and $1.0 million will be set aside for the expense reimbursement account discussed above. Closing of
the second tranche is contingent on the Nevada State Engineer restoring permits for the Mt. Hope Project's water rights,
discussed below, and for the price of molybdenum to average in excess of $8/lb for a 30 consecutive calendar day period.

The third tranche of the amended AMER Investment Agreement will include a $10.0 million private placement

representing 14.7 million shares, priced at $0.68 per share. Closing of the third tranche is contingent on a final
adjudication of the Mt. Hope Project's water rights through the Nevada courts or settlement, if further protests and
appeals result from the issuance of the water permits, and for the price of molybdenum to average in excess of $12/lb for
a 30 consecutive calendar day period. After the third tranche of the agreement closes, AMER will be entitled to nominate
a second director to General Moly’s Board of Directors.

The amended AMER Investment Agreement created a strategic partnership between the Company and AMER
to assist in obtaining full financing for the Mt. Hope Project. The issuance of shares in connection with the second and
third tranches of the AMER Investment Agreement may be subject to General Moly stockholder approval.

In addition to the AMER Investment Agreement, the Company and AMER are jointly evaluating other potential
opportunities, ranging from outright acquisitions, privatizations, or significant minority interest investments. The current
focus is on base metal prospects in North America, where the Company would benefit from management fees, minority
equity interests, or the acquisition of both core and non-core assets. Through December 31, 2016, the Company and
AMER have spent approximately $0.8 million from the expense reimbursement account described above in connection
with such evaluations.

Bank Loan

the Mt. Hope Project. AMER will guarantee the Bank Loan, which is anticipated to have normal and customary
covenants and security arrangements.

When documentation is complete and drawdown of the approximately $700 million Bank Loan becomes

available, the AMER Warrants will become exercisable by AMER at $0.50. After drawdown of the Bank Loan, AMER
will be entitled to nominate a third Director to General Moly’s Board of Directors. All conditions under the warrant
agreement must be completed no later than April 17, 2017 in order for the AMER Warrants to vest and become
exercisable, pending potential renegotiation of the AMER Investment Agreement, including extension of the April 17th
deadline.

Molybdenum Supply Agreement

The Company and AMER have agreed on the substantive terms of a definitive agreement that would provide a
one-time option exercisable simultaneously with Bank Loan execution to purchase the balance of the Company’s share
of Mt. Hope molybdenum production, estimated to be approximately 16.5 million pounds annually, for the first five
years of production, and 70% of the Company’s annual share of Mt. Hope molybdenum production thereafter at a cost of
spot price less a slight discount.

Permitting Process Overview

Permitting

The development, operation, closure and reclamation of mining projects in the U.S. require numerous
notifications, permits, authorizations, and public agency decisions. This section does not attempt to exhaustively identify
all of the permits and authorizations that need to be granted, but instead focuses on those that are considered to be critical
for Mt. Hope Project and/or Liberty Project start-up.

Environmental Inventories

There are certain environmental evaluations that routinely must be completed in order to provide the

information against which project impacts are measured. Both the BLM and Nevada Department of Environmental
Protection (“NDEP”) have requirements to profile existing conditions and to evaluate what effects will result from
developing 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 reports have been approved during the permitting process.

Mt. Hope Permitting Requirements

The Mt. Hope Project requires both federal and state permits before construction and operations can commence.

Major permits required for the Mt. Hope Project include the ROD, a BLM issued permit, water appropriation permits
from the Nevada Division of Water Resources, the WPC permit and Reclamation Permit from the NDEP—BMRR,
received in November 2012, and an Air Quality Permit (“AQP”) from the NDEP—Bureau of Air Pollution Control
(“BAPC”), received in May 2012.

The BLM prepared an EIS analyzing the environmental impacts of the Mt. Hope Project and alternatives in

accordance with the National Environmental Policy Act (“NEPA”). Upon completion and approval of the EIS, in
November 2012, the BLM issued the ROD for the Mt. Hope Project, authorizing development of the Mt. Hope Project,
since vacated by the U.S. Court of Appeals for the Ninth Circuit, discussed below. On April 23, 2015, the BLM issued a
Finding of No Significant Impact (“FONSI”), supporting their Decision to approve an amendment to the PoO. The ROD
and FONSI/Decision approve the Plan of Operations (“PoO”) and amended PoO, respectively, for construction and
operation of the mining and processing facilities and also grant the Right-of-Way, and amended Right-of-Way,
respectively, for a 230kV power transmission line, discussed below. Monitoring and mitigation measures identified in
the ROD and FONSI, developed in collaboration with the regulatory agencies involved throughout the permitting
process, will avoid, minimize, and mitigate environmental impacts, and reflect the Company’s commitment to operate
the Mt. Hope Project to the 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 (the “Defendants”) in the U.S. District Court
(“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 Preliminary Injunction. The District Court allowed the LLC to intervene in the matter.

On August 22, 2013, the District Court denied, without prejudice, Plaintiffs’ Motion for Preliminary Injunction
based on a Joint Stipulation to Continue Preliminary Injunction Oral Argument, which advised the District Court that as
a result of economic conditions, including the Company’s ongoing financing efforts, all major ground disturbing
activities had ceased at the Mt. Hope Project.

On June 17, 2014, the LLC submitted an amendment to the approved PoO to reflect minor design changes that
were identified during continued engineering and the initial phases of construction, and on November 6, 2014, submitted
minor revisions to the amendment. The BLM prepared an Environmental Assessment (“EA”) to evaluate the
environmental impacts of the amendment, and on April 23, 2015, issued a Finding of No Significant Impact (“FONSI”)
supporting their Decision to approve the PoO amendment. Ongoing changes to permits and the PoO during the life of
mining operations are typical as design evolves and operations are optimized.

On July 23, 2014, the District Court denied Plaintiffs’ motion for summary judgment in its entirety and on

August 1, 2014 the Court entered judgment in favor of the Defendants and the LLC, and against Plaintiffs regarding all
claims raised in the Complaint.

Thereafter, on September 22, 2014, the Plaintiffs filed their notice of appeal to the U.S. Court of Appeals for the

Other challenges were also rejected by the Ninth Circuit concerning potential impacts addressed in the Plan of

Operations and discussed in the vacated ROD primarily related to geochemistry and the associated potential for acid
generation from waste rock, the water quality in the post-mining pit lake, and the potential mobilization of constituents in
the tailings, as well as other significant potential impacts including effects of groundwater pumping on existing water
rights and/or surface water flows, reduction of wildlife habitat (including a federally listed sensitive species) and the
socioeconomic impact to the community of Eureka, NV. Extensive laboratory testing has been conducted to fully
evaluate the geochemistry of all material types that will be mined. The waste rock disposal facilities and tailing
impoundment designs incorporate components to minimize potential impacts, consistent with accepted and demonstrated
industry practices. Hydrological and geochemical computer modeling predicts that the post-mining pit lake water quality
will not pose a threat to wildlife and will therefore not require treatment. 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 grouse
habitat, water resources, and fugitive dust.

The Company is confident in the BLM’s process and is working closely with the agency to supplement certain
of the baseline studies and data acquisition used to support reissuance of the ROD and looks forward to completing the
necessary public review to receive a new ROD for the eventual construction and operation of the Mt. Hope Project.

Environmental regulations related to reclamation require that the cost for a third-party contractor to perform

submitted an application to NDEP-Bureau of Mining Regulation and Reclamation (“BMRR”) to modify the Reclamation
permit to reflect this reduced reclamation liability. On October 26, 2015, NDEP-BMRR approved the proposed permit
modification, including the reduced reclamation liability amount. On December 21, 2015, BLM approved the PoO
amendment, including the reduction of the reclamation liability to approximately $2.8 million. We worked with the
LLC’s reclamation surety underwriters to satisfy the reduced $2.8 million financial guarantee requirements for the Mt.
Hope Project. As of December 31, 2016, the surety bond program is funded with a cash collateral payment of $0.3
million, a reduction from the $4.6 million established in November 2014, resulting in a $4.3 million net return of
collateral received by the LLC in February 2016.

On January 2, 2013, the Public Utilities Commission of Nevada (“PUCN”) issued the LLC a permit to construct

a 230kV power line that interconnects with Nevada Energy’s transmission system at the existing Machacek Substation
located near the town of Eureka, Nevada and extend it approximately 25 miles to the planned Mt. Hope Substation. In
addition, the BLM approved the LLC’s surety bonds of $1.3 million for reclamation of disturbance associated with
construction of the 230kV power transmission line. As construction activities were halted and there has been no ground
disturbance associated with the 230kV powerline, the Company requested that the BLM defer the financial guarantee
requirements for this permit on June 15, 2016. On June 29, 2016, the BLM agreed to release the bond supporting the
financial guarantee until such time as construction is re-initiated.

The PUCN permit allows the LLC to build the transmission infrastructure in a timely manner and provide the
necessary capacity to power construction activities and Mt. Hope Project operations. Construction of the transmission
line will also include upgrades to the existing Machacek Substation near Eureka that will improve the reliability of
electrical power to the community. At full production, the Mt. Hope Project will have a total electrical demand load of
approximately 75 megawatts. Transmission capacity will be secured using a network services agreement and the LLC
will negotiate for generating capacity prior to Mt. Hope Project commissioning activities, which will be available once
the power line is constructed and energized.

Water Pollution Control Permit—Nevada Division of Environmental Protection—Bureau of Mining Regulation and
Reclamation

Environmental regulations related to reclamation require that the cost for a third-party contractor to perform

reclamation activities on the mine site be estimated. The BMRR administers the programs for the WPC Permit and the
Reclamation Permit, both of which are required for the Mt. Hope Project. The WPC Permit program specifies design
criteria for containment of process fluids and mandates development of monitoring, operational, and closure plans. The
Reclamation Permit approves the proposed reclamation methods, specifies reclamation objectives, and requires bonding
based on the reclamation cost estimate. We received the WPC Permit and the Reclamation Permit in November 2012.

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 is subject to a Class 2 permit (smaller emissions) based on emissions estimates. The
permit application included an emissions inventory and dispersion modeling to demonstrate that emissions from the
project will not exceed established air quality standards. Emissions are primarily associated with the crush/grind circuit
(particulate matter) and the roaster (sulfur oxides). Roaster emissions will be controlled with a 99.7% estimated removal
efficiency for sulfur oxides. We received the Air Quality Permit (“AQP”) in May 2012.

Minor process changes identified through continued engineering and the preliminary phase of construction,

were compiled into an application to amend the AQP, and submitted to Nevada BAPC on December 23, 2013. A revised
AQP was issued on July 30, 2014.

Preliminary Construction Activity Halted

The LLC initiated preliminary construction activities on the Mt. Hope Project in early January 2013 during a

period in which market conditions were conducive to construction financing, including early wellfield development and
clearing and grubbing of terrain. Completion of the wellfield and water distribution system is a key item necessary to
begin major construction activities. Preliminary work also included clearing the open pit minesite, millsite, tailings dam
and administrative office areas. All preliminary construction activity was halted in the spring of 2013 and remains
suspended as a result of the current molybdenum market, which along with the October 2015 decision of the Nevada

Supreme Court concerning our water rights, discussed above, and the recent decision of the Ninth Circuit which vacated
the ROD, has affected our ability to obtain financing for construction of the Mt. Hope Project.

Water Rights Considerations

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. Hope Project. The Company has purchased
from existing water rights holders essentially all available water rights in the Kobeh Valley Basin, totaling more than
16,000 acre feet annually.

In July 2011 and June 2012, respectively, the Nevada State Engineer (“State Engineer”) granted all water

permits and approved a Monitoring, Management and Mitigation Plan (“3M Plan”) for the Mt. Hope Project. Eureka
County, Nevada and two other parties comprised of water rights holders in Diamond Valley and Kobeh Valley appealed
the State Engineer’s decision granting the water permits to the Nevada State District Court (“District Court”) and then
filed a further appeal to the Nevada Supreme Court challenging the District Court’s decision affirming the State
Engineer’s decision to grant the water permits. In June 2013, the appeal was consolidated by the Nevada Supreme Court
with an appeal of the State Engineer’s approval of the 3M Plan filed by two water rights holders. The District Court
previously upheld the State Engineer’s approval of the 3M Plan and the two parties subsequently appealed the District
Court’s decision to the Nevada Supreme Court. While the appeals were pending, the 3M Plan had been implemented to
collect information on background conditions and aquifer responses to the Mt. Hope Project’s pumping, as well as to
address mitigation measures for impacted third-party water rights.

On September 18, 2015, the Nevada Supreme Court issued an Order that reversed and remanded the cases to the

District Court for further proceedings consistent with the Order. On October 29, 2015, the Nevada Supreme Court
issued the Order as a published Opinion. The Nevada Supreme Court ruled that the State Engineer did not have
sufficient evidence in the record at the time he granted the water permits to demonstrate that successful mitigation may
be undertaken so as to dispel the threat to existing water rights holders.

On November 23, 2015, the Nevada Supreme Court issued its Remittitur to the District Court for the County of
Eureka for further proceedings consistent with its Opinion. On March 14, 2016, we received the District Court’s Order
vacating the 3M Plan, denying the applications and vacating the permits issued by the State Engineer. The Company
filed a Motion to Alter or Amend Judgment with the District Court, requesting the District Court amend its Order and
remand the water permits and 3M Plan to the State Engineer to allow further proceedings to address the mitigation issues
raised by the Nevada Supreme Court. The District Court denied the Motion on June 1, 2016. The State Engineer has
filed an appeal to the Nevada Supreme Court concerning the District Court’s interpretation of the Supreme Court’s
Opinion and has also argued that the District Court acted in excess of its judicial authority in violation of Nevada’s
Constitution and Statutes. The Company has filed a similar appeal to the Nevada Supreme Court.

Notwithstanding the pendency of the appeal to the Nevada Supreme Court, the Company is working, as

expeditiously as possible, to reobtain its water permits with the new change applications that it has filed with the State
Engineer, following the Nevada Supreme Court’s September Order. On August 23, 2016, Eureka County filed a Writ of
Prohibition or Mandamus to the Nevada Supreme Court seeking the Supreme Court’s intervention to stop further action
by the State Engineer while the appeal discussed above of the District Court Order is pending. As ordered by the
Supreme Court, answers and responses to the Writ were filed by October 21, 2016. The State Engineer has stopped any
action on our applications pending an outcome of the Writ from the Supreme Court. Along with the State Engineer, we
oppose the basis for filing the Writ, and believe the State Engineer can proceed with the review of our applications
notwithstanding the appeal to the Supreme Court of the District Court Order. In the interim, we are continuing to
advocate the authority of the State Engineer to act on our applications. In hearings to be held before the State Engineer,
the Company will provide additional evidence of its ability to successfully mitigate any potential impacts to water rights
in Kobeh Valley that could result from the Mt. Hope Project’s new change applications for water use.

Equipment and Supply Procurement

Through December 31, 2016, the LLC has made deposits and/or final payments of $87.2 million on equipment

orders.

In 2012, the LLC issued a firm purchase order for eighteen haul trucks. The order provides for delivery of those

haul trucks required to perform initial mine development, which will begin several months prior to commercial
production. Non-refundable down-payments of $1.2 million were made in 2012, with pricing subject to escalation as the
trucks were not delivered prior to December 31, 2013. Since that time, the LLC has renegotiated the timelines for truck
delivery and delayed deliveries into December 2017. The contract is cancellable with no further liability 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 pricing was subject to escalation if the drills were not delivered by the end of 2013. Since
that time, the LLC renegotiated the contract to further delay delivery into December 2017. 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 vendor providing for the opportunity to purchase the electric shovels at prices consistent
with the expired contract, less a special discount in the amount of $3.4 million to provide credit to the LLC for amounts
paid as deposits under the expired contract. The letter of intent provides that equipment pricing will remain subject to
inflation indexes and guarantees production slots to ensure that the equipment is available when required by the LLC. In
January 2016, the parties agreed to extend the letter of intent through December 31, 2018, and since then have
renegotiated the contract to further delay delivery in to December 2018.

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 making the 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 to support the mine and mill concentrator consist of bringing power and water to the
property, commensurate with the operational requirements, including developing a water wellfield within the Kobeh
Valley water basin, constructing site access roads, constructing maintenance shops for the mine and plant administrative
offices, constructing a potable water supply system, constructing septic drain field systems, installing emergency power
generators and propane gas tanks, and installing facilities for project communications. A 230kV power line is expected
to be developed from the Machacek substation near Eureka to the 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 approximately 7,000 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 all project water needs, with final fresh water
development to occur during the construction of the project. (See “—Permitting — Mt. Hope Permitting Requirements
— Water Appropriation Permits—Nevada Division of Water Resources” above for a discussion of the current status of
our applications for water rights for use in the Mt. Hope Project).

Surface rights on the Mt. Hope Project include BLM open range grazing rights; water rights are located in the

vicinity of the Project. Two power line easements cross within the property boundaries. An existing easement for a
345kV transmission line runs north-south on the western edge of the property and the other existing easement is a
medium-voltage power line that runs east along the existing main access road that connects to Route 278 to the eastern
property boundary. The LLC also has a right-of-way from the BLM for a microwave relay that provides network

communications and voice radio capability for the minesite and will provide improved cellular service to the surrounding
community.

Physiography

The Mt. Hope area lies within an area of north-south trending mountains separated by alluvial valleys. The

primary mountain ranges in the Mt. Hope area include the Roberts Mountains, Sulphur Spring Range, Diamond
Mountains, Simpson Park Range, and the Cortez Mountains. Elevations of the mountains range from 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 of the 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 by extensive 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 associated floodplain. The uplands and mountains have slopes ranging from moderate to steep (over
30 percent) with shallow to deep, moderately alkaline to medium acidic soils. Bedrock is often within 0.5 meters of the
surface, particularly on the steep upland slopes.

Lake sediments make up the largest areas in the valleys. The slopes range from smooth to rolling (0 to
15 percent) and the soils vary from shallow to deep and mildly to strongly alkaline. The surface textures range from silty
clay loams to gravelly sandy loams and local sand. The permeability of these soils ranges from slow to rapid.

The natural vegetation of the region consists of pinion juniper and sagebrush with grass. The pinion juniper
occupies the higher elevations of the mountain slopes, with the lower areas in the valley covered predominantly with
sagebrush, 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 the east 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, is approximately 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 copper mineralization were the focus of drilling activities by Phillips Petroleum in the early
1970s and by ASARCO and Gulf (“ASARCO”) in the mid-1970s, which outlined further zinc mineralization. The last
drill hole of this series encountered significant molybdenum mineralization at depth west of the zinc deposits. The
significance of this mineralization was first recognized by ASARCO in 1976, but ASARCO did not reach an agreement
with MHMI to test this potential.

Exxon recognized molybdenum potential at Mt. Hope in 1978 and acquired an option on the property from

MHMI. By 1982, Exxon had completed 69 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 an additional
60 holes on the property between 1983 and 1988 but did not update their deposit block model with data from the post-
1982 holes. Cyprus drilled four holes on the property in 1989-90 under an agreement with Exxon but did not pursue the
project.

We established an agreement with MHMI in 2004 pursuant to which we obtained access to the work completed
by previous companies that had evaluated the property, including drill core and drill data. We used this data as the basis
for developing an evaluation of the Mt. Hope deposit. The evaluation provided the basic engineering, plant design and
other aspects of analysis of the Mt. Hope Project and outlined a positive operating process, waste disposal, mine design
and plan, preliminary Environmental Assessment (“EA”), permitting plan, operating and capital cost estimates, and the
corresponding estimates of mineralized material.

Geology

Mt. Hope is located in north-central Nevada on the eastern edge of a mineral belt linking ore deposits of diverse

ages. The Battle Mountain-Eureka mineral belt, a northwest-southeast trending corridor about 250 miles long, has
localized major deposits of gold, silver, copper, and molybdenum.

The Mt. Hope molybdenum ore deposit occurs in an area of about two square miles of elevated igneous rocks.
The mineralized complex includes a variety of igneous rocks derived from a common volcanic source. Quartz porphyry,
the primary molybdenum host rock, is commonly veined with molybdenite. Subordinate molybdenum mineralization
also occurs in hornfels. The known orebody occurs in two zones of the quartz porphyry stock and hornfels wallrocks.

The ore deposit is a molybdenum porphyry, which is classified as a “Climax-type” deposit. This type of deposit

has well zoned molybdenum mineralization. The molybdenum mineral content, termed grade zoning, surrounds the
central area of the deposit and forms geometries that are circular in plan and arch shaped in section. Mt. Hope has two of
these mineralized systems adjacent to each other. The mineral zones or “shells” consist of quartz porphyry and hornfels
cross-cut by quartz stockwork veining containing molybdenite.

Mineralization

The main form of molybdenum mineralization that occurs within the orebody is molybdenite (MoS2 -

molybdenum disulfide). Much of the known molybdenite is distributed around two lobes and offshoots of the main
quartz porphyry stock and within two separate mineralized zones. A concentration of higher-grade mineralization is
present between the eastern and western mineral zones. This overlap mineralization lies beneath the Mt. Hope Fault, and
the upper, eastern edge is truncated by the fault surface. The overlap zone is interpreted as a rock volume that was
mineralized by both mineral systems in sequence, contributing to a greater intensity of stock work veining and additive
molybdenum grades. Referred to as the Mt. Hope Fault Zone, this area is approximately 1,300 feet in diameter and
varies from 325 to 985 feet deep. This zone will be the target of open pit mining in the first 7 years of the project.

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 subsequent January 2014 Technical Report and obtaining engineering
information for items such as geotechnical design, hydrology, and condemnation for waste dumps and tailing ponds as
well as infill drilling for ore calculation purposes.

All core and assay results from the extensive drilling campaigns are available to the Company. Accordingly,

this data has been incorporated into a high quality database and has been used to analyze and quantify the mineral
resource. The drilling at the Mt. Hope Project has been predominately performed by utilizing diamond core methods,
and some reverse circulation (“RC”) in areas of condemnation and water well drilling. The drill hole database used 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/core finish, the remaining 76,741 feet is RC.

Ore to Be Mined

The table below summarizes the ore grades we would expect to mill under an $8.00/lb Mo open pit design:

Mill Feed Ore Statistics

Average
Grade

Category
Ore in Years 1-5
Ore in Years 1-10
Ore Life of Mine

Ktons
120,736
242,441
367,385

Sulfide Mo% Recovery %
89.8
89.5
89.3

0.094
0.086
0.079

Based on these estimates, from the inception of production through year 16, the mill will process 367 million

tons of ore at an average ore grade of 0.079% sulfide molybdenum (“sulfide Mo”). Waste material totaling 818 million
tons will also be mined and stockpiled on site.

If the molybdenum price is above $12.00/lb, the Mt. Hope Project will operate under a $12.00/lb Mo open pit

design. Based on this design, from the inception of production through year 34, the mill would process 820 million tons
of ore at an average ore grade of 0.076% sulfide Mo. During the active mining period, low-grade ore totaling 165
million tons with an average ore grade of 0.039% sulfide Mo will be stockpiled for later feed into the mill from years 34
through 41. Waste material totaling 1.7 billion tons will also be mined and stored on site.

During the first thirteen years of production, there would be no meaningful change in ore tonnage and grades
between the $8.00 and $12.00 designs. The divergence would come in later years resulting in the economic processing
of lower grade ores at higher molybdenum prices.

Mining

The Mt. Hope Project is planned for production by conventional large-scale, hardrock, open-pit mining

methods. The mine plan provides for primary 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-ton trucks by the end of the first full year of
production. Once construction commences, the LLC anticipates engaging a contractor to perform approximately 10
months of pre-production stripping 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 initial mining of higher grade ore.

Process Overview

The process circuit will include:

(cid:120) Primary Crusher & Coarse Ore Stockpile—The primary crusher will be located adjacent to the pit and

crushed ore will be fed to a 70,000 ton live capacity stockpile.

(cid:120)

Semi-Autogenous Grinding (“SAG”) & Ball Mill Circuit—Ore will be reclaimed from the stockpile from
up to four feeders and fed by conveyor to the SAG mill. The design will allow for the addition of a pebble
crusher. Following the SAG mill, the ore will be ground to 80% passing 150 micrometers in the two ball
mills at an average daily processing rate of 66,688 tons.

(cid:120) Flotation Circuit—Following the grinding circuit, the ore will be processed in a conventional flotation

plant. The molybdenum ore will be treated through two banks of rougher/scavenger flotation, one stage of
first cleaners followed by regrind, and six additional stages of cleaner flotation. Some molybdenum
concentrates with higher levels of included metals will be treated through a concentrate leach facility to
produce the cleaned, final molybdenum concentrate. Metallurgical results have indicated that an estimated
mill recovery of approximately 89% is achievable across grades ranging from 0.04% through 0.10%
molybdenum (“Mo”) with final concentrate grades of approximately 54% to 56% Mo.

(cid:120) Roaster Circuit—Molybdenum concentrate will be further processed in two multi-hearth roasters to

produce technical grade molybdenum trioxide product. The roasting facility will provide a fully integrated
process.

Tailing Facility

The proposed mining and processing operation is expected to produce approximately 24 million tons of tailing
(including gypsum generated by the scrubber) per year. The tailing storage facility layout provides for the construction
of one tailing impoundment that could contain approximately 30 years of operations. The tailing impoundment will be
constructed with plastic liners to provide for groundwater protection.

Reserves and Mineralized Material

Based on the $8.00/lb Mo pit design, the new statement of proven reserves totals 177.5 million tons of ore at an

average grade of 0.094% molybdenum and probable reserves totaling 189.8 million tons of ore at an average grade of
0.066% molybdenum, as summarized below:

Statement of Reserves and Mineralized Material
Units = Short Tons

Reserves

Cutoff Grade

Proven Reserves

Probable Reserves

Proven+Probable Reserves

Sulfide Mo

Ktons

Grade
Sulfide Mo

Grade

Ktons

Sulfide Mo

Ktons

Sulfide Mo

0.039 % 177,537

0.094 % 189,848

0.066 %

367,385

0.080 %

Additional Mineralized Material

Cutoff Grade

Sulfide Mo

Mineralized Material

Ktons

Grade
Sulfide Mo

0.025

682,460

0.061 %

Footnotes to Statements of Reserves and Mineralized Material

Reserve tons are tabulated at the cutoff grade of 0.039% Sulfide Mo. The reserve pit design is based on a
molybdenum price of $8.00/lb molybdenum in the saleable form of molybdenum tri-oxide (“TMO”). As of
December 31, 2016, the approximate three-year backward average price for molybdenum was $8.40/lb and the
weekly spot price for molybdenum on the same date was approximately $6.70/lb.

The reserve at the Mt. Hope Project is based on a revised, non-optimized mine plan and production schedule
which was supervised by John M. Marek, P.E., President, Independent Mining Consultants, as a Qualified
Person. Mr. Marek also served as the Qualified Person for the January 2014 Technical Report entitled, “Mount
Hope Project, Form 43-101F1 Technical Report Feasibility Study, January 15, 2014” and, among others, was
specifically responsible for Chapter 14 Mineral Resource Estimates and Chapter 15 Mineral Reserves
Estimates, of the report. If the current three-year backward average price for molybdenum is applied to the
estimated mineral sales from the $8.00/lb Mo pit mine plan and schedule, the total of the non-discounted
forward-looking cash flows is positive. On that basis, the stated reserve is not impaired.

The reserve at the Mt. Hope Project is based on a block model that utilized the statistical process of Indicator
and Ordinary Linear Kriging constrained by appropriate rock type and grade boundaries. Floating cone pit
design algorithms were used to establish the guidelines to design the reserve pit. Mine planning utilized
conventional mine equipment to prepare mine cost estimates.

Mineralized material is tabulated within the $12.00/lb pit outline that defined the previous reserves in January
of 2014. The additional mineralized material is proven and probable category above a 0.025% Sulfide Mo
cutoff that is inside of the historic $12.00/lb Mo pit but does not include the reserve material contained in the
$8.00/lb Mo pit.

The metallurgical recovery applied to the financial models used in the determination of reserves was variable by
grade, with 89.8% for the first five years of mining, 89.5% for the first ten years, and 89.3% for the life of mine.
The molybdenum roaster recovery was held constant at 99.2%.

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. These capital 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 yet procured or
committed to by contract. The Mt. Hope Project has not materially changed in scope and remains 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 does not include financing costs or
amounts necessary to fund operating working capital and potential capital overruns, is subject to additional holding costs
as financing activities for construction of the Mt. Hope Project are delayed, and may be subject to other escalation and
de-escalation as contracts and purchase arrangements are finalized at then current pricing. From October 2007 through
the year ended December 31, 2016, the LLC spent approximately $285.8 million of the estimated $1,312 million on
development of the Mt. Hope Project.

The LLC’s Project Operating Cost Estimate (for the $8.00/lb. mineral reserve) forecasts molybdenum
production of approximately 41 million pounds per year for the first five years of operations at estimated average direct
operating costs of $6.13 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
anticipated to average $6.70 per pound 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—Reserves and Mineralized Material—Production and
Operating Cost Estimates” below. These cost estimates are based on 2013 constant dollars and are subject to cost
inflation or deflation.

The anticipated capital requirements of the Mt. Hope Project are divided into cost categories in the following

table:

Category

Mining equipment
Construction, materials & plant facilities
Owners cost, pre-stripping, camp
Taxes, freight, commissioning, spares
Equipment suspension costs
Engineering, Procurement, & Construction Mgmt
Contingency
Escalation
Total Capital

Bonding and pre-paid items

Total Capital Requirement

Millions $US

2012
Estimate

2013
Revised
Estimate

150 $
583
245
73
11
70
70
—
1,202
67
1,269

149
595
265
74
11
70
59
22
1,245
67
1,312

Furthermore, ongoing replacement and sustaining mine equipment and process plant capital over a $12.00/lb
Mo pit 41-year operating life is currently estimated to be approximately $786 million (in 2013 dollars). For a shorter
mine life of 16 years ($8.00 pit), the sustaining capital would be $222 million. These amounts exclude financing costs,
amounts necessary to fund operating working capital, 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 as changes in our operating strategies
and initiatives for the project.

Pricing

The worldwide molybdenum price fluctuated between approximately $5.30 per pound in 2003 to over $40.00

per pound in 2005 and traded in the mid-$30s per pound prior to October 2008, when prices fell from approximately
$33.50 per pound to $7.70 per pound in April 2009 as a result of the global financial crisis. 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 the
end of 2011, prices had pulled back to $13.30 per pound, then decreased further to approximately $9.80 per pound at the
conclusion of 2013, and fell further to approximately $9.10 per pound by the end of 2014. Beginning in
September 2014, molybdenum price experienced a sharp pullback reflecting softening spot market molybdenum demand
and a strengthening U.S. dollar, amongst other factors. Weekly molybdenum prices trended downward during 2015
from a high of $9.60 per pound in January 2015 to a low of approximately $4.60 per pound in November 2015,
representing a retracement to a level last seen in 2003. The continued weak molybdenum market mirrored a general
softening in commodities across the board.

During 2015, molybdenum demand remained weak as end-use industries of steel and energy were impacted by

slowing global economies. The CPM Group noted that molybdenum supply from mine production decreased in 2015 and
is expected to continue to contract in 2016, especially in primary molybdenum mine production. A slow price recovery
since year end 2015 has produced a range between $5.20 and $8.10 per pound during 2016. According to CPM Group,
the current molybdenum price at the end of February 2017 was $7.90 per pound, a 52% increase over the lowest price
since January 2016. In February 2017, CPM Group forecast that molybdenum prices would range between $6.60 and
$12.75 per pound on an annual average basis through 2020 and would gradually rise to $15.20 by 2025.

Production and Operating Cost Estimates

Production over the life of the Mt. Hope Project is estimated to be 517 million pounds of saleable molybdenum

on a 100% basis ($8.00/lb reserve). Average yearly production over the first full five years is estimated at 41 million
pounds of molybdenum. Direct operating costs for the Mt. Hope Project over the first full five years of operation are
anticipated to average $6.18 per pound, using $90 per barrel oil equivalent energy costs, and CAS per pound over the
first full five years of operation, including anticipated royalties calculated at $15 per pound molybdenum, are anticipated
to average $6.84 per pound. Life of mine CAS are estimated to be approximately $7.61 per pound of molybdenum at
$90 per barrel oil, inclusive of anticipated royalty payments calculated at $15 per pound molybdenum. These cost
estimates are based on 2013 constant dollars and are subject to cost inflation or deflation. The Company will update the
operating cost projections with new commodity pricing adjustments at the time of project construction restart.

The LLC’s Project Operating Cost Estimate (for the $8.00/lb. reserve) forecasts molybdenum production of

approximately 41 million pounds per year for the first five years of operations at estimated average direct operating costs
of $6.13 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 anticipated to
average $6.70 per pound for the first 5 years.

Reconciliation between CAS, a measure based on accounting principles generally accepted in the United States

of America (“GAAP”), and direct operating costs, a non-GAAP measure, is provided in the table below.

Description
Direct operating costs
Royalty payments (1)
Total CAS

First Five Years Life of Mine
6.83
6.13 $
$
0.72
0.57
7.55
6.70 $

(1) Royalty payments are a function of assumed molybdenum prices realized. The above calculation assumes a

molybdenum price of $15.00 per pound.

These cost estimates are based on 2013 constant dollars and are subject to cost inflation or deflation. The US

Bureau of Labor Statistics “Producer Price Index by Commodity for Intermediate Demand by Commodity Type:
Processed Goods for Intermediate Demand” (WPSID61) dropped from a value of 200.0 used by General Moly for our
analysis to 185.8 as of December 2016, indicating that our capital and operating cost estimates are still valid and
conservative.

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 Hall molybdenum and copper deposit that was mined for
molybdenum by open pit methods between 1982 and 1985 by Anaconda and between 1988 and 1991 by Cyprus.
Equatorial Tonopah, Inc. mined copper from 1999 to 2000 on this property, although their operations were in a separate
open pit also located on the property. Much of the molybdenum deposit was drilled but not developed or mined by these
previous owners. At closing, we paid High Desert a cash payment of $4.5 million for a portion of the property, and in
November 2006, made an additional payment of $1.0 million for the remainder of the property.

On January 30, 2007, we purchased Equatorial Mining North America, Inc. and its two subsidiaries, which

owned a 12% net smelter returns royalty on the Liberty Project, from Equatorial Mining Pty. Limited, effectively
eliminating all third-party royalties on the property. The consideration paid for the Equatorial acquisition was
$4.8 million with an additional deferred payment of $6.0 million, which will be due upon commencement of commercial
production at the property. In connection with the transaction, we acquired $1.2 million in cash accounts and assumed
all environmental liabilities on the reclaimed site. We later purchased all outstanding mineral claims associated with this
property that were not previously owned by us thus giving the Company 100% control over all mineral rights within the
boundary of the property, as well as claims on BLM property adjacent to the patented grounds.

Since purchasing the Liberty Project, we completed two drilling programs that, combined with previous

evaluation work performed by former owners, identified additional mineralization. In April 2008, we completed a pre-
feasibility study on the Liberty Project that detailed initial capital and operating costs, anticipated mining and milling
rates and permitting requirements. In 2011 the Company released an updated NI 43-101 compliant resource estimate and
later the same year a pre-feasibility study detailing updated resource estimates and project economics was released.
Metallurgical and environmental work were advanced in 2013 with $0.2 million in external costs and use of dedicated
internal resources. In 2014, the Company more closely examined the use of existing infrastructure and copper potential
of the property. This work resulted in an updated NI 43-101 compliant pre-feasibility study released 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 a total copper grade of 0.098% using a $12.00/lb Mo pit. The Liberty Project is
viewed by the Company as a follow-on project to the Mt. Hope Project that we intend to actively pursue following
development of the Mt. Hope Project, dependent on market conditions.

The Liberty Project includes a previously mined open pit and a small heap leach facility, both developed by

previous operators. The Company continues to perform maintenance and reclamation activities on these facilities under
a permit administered by NDEP.

History

In 1955, Anaconda leased and optioned the Liberty molybdenum prospect and mine in order to evaluate

extensive molybdenum and copper occurrences. From 1956 through 1966, Anaconda explored or delineated
molybdenum mineralization over an approximate one square mile area. Drilling indicated extensive mineralization from
the surface to a depth of approximately 2,000 feet. Drilling delineated approximately 200 million tons of mineralization
grading 0.091 percent sulfide molybdenum, which was included in a long-term mining plan. (Historic references to
tonnage and grade are based on available historic records. They may not reflect the current definitions of mineral
reserves and mineral resources as defined by the SEC or by Canadian NI 43-101.) Mine construction began in 1979 with
production from the Hall Mine starting in 1981. Anaconda ceased operations in 1985 due to low metal prices. Between
1982 and 1991, Anaconda and successor operator Cyprus mined a total of 50 million tons of ore grading 0.11 percent
molybdenum. No further molybdenum mining took place after 1991, leaving an estimated 150 million tons of un-mined
material at a grade of 0.09 percent molybdenum.

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 that may be of future use for molybdenum and/or copper operations including a power
supply, water rights, water and well system, offices, truck and vehicle shops, thickening tanks, water and fuel tanks,
roads and other structures. All of the mobile equipment was removed from the property. Much of the plant area was
reclaimed after the 2002 closure with most of the crushing, conveying, grinding, concentrator equipment and other
milling equipment being removed from the property.

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-dominant mineralization 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 the molybdenum mineralization. The 2,500 ft-diameter stock complex consists of
two spatially and temporally-distinct bodies — the earlier North stock and the younger South stock, which truncated the
molybdenum mineralization hosted by the North stock.

Base metal mineralization in the Liberty deposit consists of molybdenite (MoS2), 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 from 0.1% 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 less common 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 in the 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 the copper-dominant shell that originally
surrounded the Hall stock before it was tilted and disrupted by faulting. In addition to chalcopyrite, chalcocite occurs as
disseminations and as secondary coatings on pyrite within a roughly horizontal blanket of secondary supergene copper
enrichment just below the bottom of 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 that trends N20(cid:2)W and plunges 50(cid:2) to 70(cid:2) to the northwest. Post-Cretaceous tilting of
the northern San Antonio Mountains and other structural disruptions have resulted 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 both the
shallow and deep-emplaced portions of the mineralization. The Liberty deposit was segmented by faulting. The
Basement Fault bounds the bottom of the deposit while the Liberty Fault truncates the deposit on the west side. In
addition to these major structures, a number of N40(cid:2)E- to N30(cid:2)W-trending normal faults and several east-west-trending
normal faults transect the Liberty deposit.

Liberty Project Permitting Requirements

The majority of the Liberty Project area is located on fee lands and patented claims owned by the Company.

Unpatented claims administered by the BLM are on public ground and largely surround the open pit and waste stockpile
areas. BLM approval would be required prior to commencement of operations, including construction, which would
likely include an EIS under NEPA. A shorter EIS and state permitting process are anticipated for the Liberty Project as
compared to the Mt. Hope Project as the project is located largely on privately held property with existing water rights, is
located in a previously mined area in a mining friendly jurisdiction, and is sparsely vegetated due to the arid 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. In addition, we own significant water rights at
the Liberty site and have water wells in place. Second, the area has been mined previously which has resulted in
significant surface disturbance. By conducting exploration drilling on pre-existing disturbance, to the extent possible,
the amount of additional disturbance is greatly reduced, and permitting requirements to support further exploration is

likewise reduced. Furthermore, there is extensive environmental information developed to support permitting of the
previous mine operation. We anticipate that this information can be used to streamline the permitting process by
reducing the amount of baseline studies and other technical information that must be developed by the Company.

Environmental Investigation - Shoshone County, Idaho

The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended

(“CERCLA”), imposes strict, joint, and several liability on parties associated with releases or threats of releases of
hazardous substances. Liable parties include, among others, the current owners and operators of facilities at which
hazardous substances were disposed or released into the environment and past owners and operators of properties who
owned such properties at the time of such disposal or release. This liability could include response costs for removing or
remediating the release and damages to natural resources. We are unaware of any reason why our undeveloped
properties would currently give rise to any potential CERCLA liability. We cannot predict the likelihood of future
CERCLA liability with respect to our properties, or to surrounding areas that have been affected by historic mining
operations.

Our mineral property holdings in Shoshone County, Idaho include lands contained in mining districts that have
been designated as a “Superfund Site” pursuant to CERCLA. This “Superfund Site” was established to investigate and
remediate primarily the Bunker Hill properties of Smelterville, Idaho, a small portion of Shoshone County where a large
smelter was located. However, because of the extent of environmental impact caused by the historical mining in the
mining districts, the Superfund Site covers the majority of Shoshone County including our Chicago-London and Little
Pine Creek properties as well as many small towns located in Northern Idaho. We have conducted a property
environmental investigation of these properties, which revealed no evidence of material adverse environmental effects at
either property. We are unaware of any pending action or proceeding relating to any regulatory matters that would affect
our financial position due to these inactive mining claims in Shoshone County.

Applicable Mining Laws

Mining in the State of Nevada is subject to federal and state law. Three types of laws are of particular
importance to the Mt. Hope Project: those affecting land ownership and mining rights; those regulating mining
operations; and those relating to the environment.

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 mining claims, has the right to conduct mining operations on the lands subject to the
required operating permits and approvals, compliance with the terms and conditions of the Mt. Hope Lease, and
compliance with applicable federal, state, and local laws, regulations and ordinances. On federal lands, mining rights are
governed by the General Mining Law of 1872, as amended, 30 U.S.C. UU 21-161 (various sections), which allows for
the location of mining claims on certain federal lands upon the discovery of a valuable mineral deposit and on proper
compliance with claim location requirements.

The operation of mines is governed by both federal and state regulatory programs. The predominant non-

environmental federal regulatory program that will affect future mining operations at the Mt. Hope Project is the mine
safety regulations administered by the Mine Safety and Health Administration. Additional federal laws, such as those
governing the purchase, transport, storage or usage of explosives, and those governing communications systems, labor
and taxes also apply. State non-environmental regulatory programs affecting operations include the permitting programs
for drinking water systems, sewage and septic systems, water rights appropriations, Department of Transportation, and
dam safety (engineering design and monitoring).

Environmental regulations require various permits or approvals before any mining operations on the Mt. Hope

Project can begin. Federal environmental regulations are administered primarily by the BLM. The Environmental
Protection Agency (“EPA”) has delegated authority for the Clean Water Act and Clean Air Act to the State of Nevada.
The NDEP, therefore, has primacy for these programs and is responsible for administering the associated permits for the
Mt. Hope Project. The Bureau of Mining Regulations and Reclamation (“BMRR”) within NDEP administers the WPC
and Reclamation permits. The Bureau of Air Pollution Control (“BAPC”) within NDEP administers the Air Quality
Permit. The NDEP also administers the permit program for onsite landfills. The Nevada Division of Wildlife
administers the artificial industrial pond permit program. Local laws and ordinances may also apply to such activities as

waste disposal, road use and noise levels. Both our Mt. Hope Project and Liberty Project will be subject to these various
environmental laws and regulations.

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 Little Pine Creek area of Shoshone County, Idaho, (b) six patented mining claims
known as the Chicago-London group, located near the town of Murray in Shoshone County, Idaho, (c) 34 unpatented
mining claims in Marion County, Oregon, known as the Detroit property, and (d) 83 unpatented mining claims in
Sanders and Madison County, Montana. Our efforts at these properties are minimal and consume no significant financial
resources. The total book value of these properties is approximately $0.1 million and the Company has retained
production royalties of 1.5% of all net smelter returns on future production from two undeveloped properties in
Skamania County, Washington and Josephine County, Oregon, which were sold in 2012 and 2013, respectively.

Other United States Regulatory Matters

The Resource Conservation and Recovery Act (“RCRA”) and related state laws regulate generation,

transportation, treatment, storage, or disposal of hazardous or solid wastes associated with certain mining-related
activities. RCRA also includes corrective action provisions and enforcement mechanisms, including inspections and
fines for non-compliance.

Mining operations may produce air emissions, including dust and other air pollutants, from stationary

equipment, such as crushers and storage facilities, and from mobile sources such as trucks and heavy construction
equipment. All of these sources are subject to review, monitoring, permitting, and/or control requirements under the
federal Clean Air Act and related state air quality laws. Air quality permitting rules may impose limitations on our
production levels or create additional capital expenditures in order to comply with the permitting conditions.

Under the federal Clean Water Act and delegated state water-quality programs, point-source discharges into

“Waters of the State” are regulated by the National Pollution Discharge Elimination System program, while Section 404
of the Clean Water Act regulates the discharge of dredge and fill material into “Waters of the United States,” including
wetlands. Stormwater discharges also are regulated and permitted under that statute. All of those programs may impose
permitting and other requirements on our operations.

The Endangered Species Act (“ESA”) is administered by the U.S. Department of Interior’s U.S. Fish and

Wildlife Service (“USFWS”). The purpose of the ESA is to conserve and recover listed endangered and threatened
species and their habitat. Under the ESA, “endangered” means that a species is in danger of extinction throughout all or
a significant portion of its range. “Threatened” means that a species is likely to become endangered within the
foreseeable future. Under the ESA, it is unlawful to “take” a listed species, which can include harassing or harming
members of such species or significantly modifying their habitat. We conduct wildlife and plant inventories required by
regulatory agencies prior to initiating exploration or mining project permitting. We currently are unaware of any
endangered species issues at any of our projects. A threatened species occurs in limited segments of two creeks
approximately 10 miles to the north of the proposed wellfield for the Mt. Hope Project. Although hydrologic modeling
predicts no impacts to these stream segments, consultation with the USFWS was required. Future identification of
endangered species or habitat in our project areas may delay or adversely affect our operations.

We are committed to fulfilling or exceeding our requirements under applicable environmental laws and

regulations. These laws and regulations are continually changing and, as a general matter, are becoming more
restrictive. Our policy is to conduct our business in a manner that strives to safeguard public health and mitigates the
environmental effects of our business activities. To comply with these laws and regulations, we have made, and in the
future may be required to make, capital and operating expenditures.

ITEM 1A. RISK FACTORS

You should carefully consider the risks described below and elsewhere in this report, which could materially

and adversely affect our business, results of operations or financial condition. If any of the following risks actually
occurs, the market price of our common stock would likely decline. The risks and uncertainties we have described

below include all of the material risks presently known to us, however, additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also affect our operations.

Our investors may lose their entire investment in our securities

An investment in our securities is speculative and the price of our securities has been and will likely continue to

be volatile. Only investors who are experienced in high risk investments and who can afford to lose their entire
investment should consider an investment in our securities.

We may not be able to obtain, maintain or renew licenses, rights and permits required to develop or operate our
mining projects, or we may encounter environmental conditions or requirements that would adversely affect our
business

In the ordinary course of business, mining companies are required to seek governmental permits for expansion

of existing operations or for the commencement of new operations. The LLC is required to obtain a ROD from the BLM,
authorizing implementation of the Mt. Hope Project PoO. As discussed above, the Ninth Circuit vacated the ROD which
had approved the EIS for the Mt. Hope Project, rejecting air quality baseline metrics. We are working with the BLM to
supplement certain of the baseline studies and data acquisition used to support reissuance of the ROD. The LLC is also
required to obtain various state and federal permits including water protection, air quality, water rights and reclamation
permits. We may not be successful in reobtaining a ROD authorizing implementation of the Mt. Hope PoO or in
obtaining a reissuance of our water permits from the Nevada State Engineer or in defending future appeals of the water
permits, if reissued, or defending legal challenges to our other permits, which may affect 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 modify
various mining and environmental permits during the life of the project. Obtaining, modifying, and renewing the
necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and often
requiring public hearings and substantial expenditures. The duration and success of our efforts to obtain, modify or
renew permits will be contingent upon many variables, some of which are not within our control. Increased costs or
delays could occur, depending on the nature of the activity to be permitted and the interpretation of applicable
requirements implemented by the permitting authority. All necessary permits may not be obtained and, if obtained, may
not be maintained or renewed, or the costs involved in each case may exceed those that we previously estimated. It is
possible that the costs and delays associated with compliance with such standards and regulations could become such
that we would not proceed with the financing, development or operation of the Mt. Hope Project.

The development of the Mt. Hope Project may continue to 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 economic viability, or prevent us from completing its development. The timing of
development of the Mt. Hope Project depends on many factors, some of which are beyond our and the LLC’s control,
including:

(cid:120) Sustained low prices for molybdenum;

(cid:120) Timely availability of project financing to construct the Mt. Hope Project;

(cid:120) Timely availability of equipment;

(cid:120)

Inability to obtain a reissuance of the ROD or reobtain water permits, and successfully defend subsequent
appeals;

(cid:120) Continued appeals or unfavorable orders concerning our attempts to reobtain water rights, our 3M plan, our

permits, including the ROD;

(cid:120) Completion of advanced engineering;

(cid:120) Timely availability of labor and resources from construction contractors throughout construction of the

project; and

(cid:120) Volatility in foreign exchange and/or interest rates.

Any delays caused by our inability to raise capital when needed may lead to the cancellation or extension of, or

defaults under, agreements with equipment manufacturers or a need to sell equipment already purchased, any of which
may adversely impact the Mt. Hope Project timeline. Additionally, delays to the Mt. Hope Project schedule have
consequences with regard to our LLC Agreement with POS-Minerals, including potential claims by POS-Minerals,
which may serve to increase our capital obligations and further enhance these risks.

Our profitability depends largely on the success of the Mt. Hope Project, the failure of which would have a
material adverse effect on our financial condition

We are focused primarily on the ability to develop the Mt. Hope Project and to seek and obtain construction

financing upon improvement in current molybdenum market conditions. Accordingly, our profitability depends largely
upon the successful financing to continue the development and operation of this project. We are currently incurring
losses and we expect to continue to incur losses until sometime after molybdenum production begins at the Mt. Hope
Project. The LLC may never achieve production at the Mt. Hope Project and may never be profitable even if production
is achieved. The failure to see improvements in the molybdenum market such that we may seek and obtain financing for
the construction of the Mt. Hope Project would have a material adverse effect on our financial condition, results of
operations and cash flows. Even if the LLC is successful in construction and eventually achieving production, an
interruption in operations at the Mt. Hope Project that prevents the LLC from extracting ore from the Mt. Hope Project
for any reason would have a material adverse impact on our business.

If certain conditions are not met under the AMER transaction documents, our ability to begin construction of the
Mt. Hope Project could be delayed further

The additional investments by AMER in our common stock and the related proposed financing with a Chinese

bank and the molybdenum supply agreement are subject to a number of conditions precedent, including increased
molybdenum prices for a sustained period of time; reinstatement, final adjudication or settlement of any further appeal of
our water permits by the Nevada State Engineer; and negotiation of acceptable loan terms with a Chinese bank. These
conditions may not be met, in which case our ability to begin construction of the Mt. Hope Project could be delayed
further.

Past strong demand for molybdenum in China could be affected by future developments in that country

The Company is highly exposed to the Chinese market. China’s demand for molybdenum could be

substantially affected by an economic slowdown in China, financial or banking market conditions impacting investment,
or an accelerated shift from infrastructure-led to service-oriented growth. Increased federal regulatory oversight
concerning our relationships with investors in China, as well as access of Chinese consumers to our products may
become more burdensome. Any or all of these may adversely affect the Company’s ability to obtain financing for
construction of the Mt. Hope Project.

We require and may not be able to obtain substantial financing in order to fund the development and eventual
operations of the Company and the LLC and if we are successful in raising additional capital, it may have dilutive
and other adverse effects on our stockholders

If the actual costs to obtain financing and complete the development of the Mt. Hope Project are significantly

higher than we expect, we may not have enough funds to cover these costs and we may not be able to obtain other
sources of financing. The failure to obtain all necessary financing would prevent the LLC from developing and
eventually 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 LLC Agreement. We may not be able to obtain financing necessary for
developing and eventually achieving production at the Mt. Hope Project if these contributions are not made.

We continue to review the technical merits of the Liberty Project, which would also require significant
additional capital to permit and/or commence mining 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 and expansion of our business, attract and retain qualified personnel, take advantage of
business opportunities or respond to competitive pressures. Any of these events may harm our business. Also, if we
raise funds by issuing additional shares of our common stock, preferred stock, debt securities convertible into preferred
or common stock, or a sale of additional minority interests in our assets, our existing stockholders will experience
dilution, which may be significant, to their ownership interest in us or our assets. If we raise funds by issuing shares of a
different class of stock other than our common stock or by issuing debt, the holders of such different classes of stock or
debt securities may have rights senior to the rights of the holders of our common stock.

The LLC Agreement gives POS-Minerals the right to approve certain major decisions regarding the Mt. Hope
Project which could impair our ability to quickly adapt to changing market conditions

The LLC Agreement requires unanimous approval of the members for certain major decisions regarding the Mt.

Hope Project. This effectively provides either member with a veto right over the specified decisions. These decisions
include:

(cid:120) Approval of the operations to be conducted and objectives to be accomplished by the Mt. Hope Project

(“Program and Budget”);

(cid:120) 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”);

(cid:120) Approval of cost overruns in excess of 10% until we obtain financing or exhaust the reserve account

balance, and thereafter 15% of the approved Program and Budget;

(cid:120) Approval of an expansion or contraction of the average tons per day (“tpd”) planned of 20% or more from

the relevant tpd throughput schedule in the BFS;

(cid:120) Approval of the LLC’s acquisition or disposition of significant real property, water rights or real estate

assets;

(cid:120) Approval of the incurrence of indebtedness by the LLC that requires (1) an asset of the LLC to be pledged
as security, (2) the pledge of a membership interest in the LLC, or (3) a guaranty by either the Company or
POS-Minerals, other than in each instance a purchase money security interest or other security interest in
the LLC to finance the acquisition or lease of equipment; and

(cid:120) Approval of the issuance by the LLC of an ownership interest to any person other than Nevada Moly or

POS-Minerals.

The requirement that certain decisions be approved by POS-Minerals may make it more difficult for our
stockholders to benefit from certain decisions or transactions that we would otherwise cause the LLC to make if they are
opposed by POS-Minerals.

Fluctuations in the market price of molybdenum could adversely affect the value of our Company and our
securities

The profitability of our mining operations will be influenced by the market price of the metals we mine. The
market prices of metals such as molybdenum fluctuate widely and are affected by numerous factors including several
that are beyond the control of any mining company. These factors include fluctuations with respect to the rate of
inflation, the exchange rates of the U.S. dollar and other currencies, interest rates, global or regional political and
economic conditions and banking crises, global and regional demand, production costs in major molybdenum producing
areas, and a number of other factors. Sustained periods of low molybdenum prices would adversely impact our ability to
seek financing for the development of the Mt. Hope Project and the Liberty Project, and our ability to obtain revenues,
profits, and cash flows. In particular, a sustained low molybdenum price could:

(cid:120) Have a continued negative impact on the availability of financing to us;

(cid:120) Cause a continued delay and suspension of our development activities and, ultimately, mining operations at
our Mt. Hope Project, if such operations become uneconomic at the then-prevailing molybdenum price; and

(cid:120) 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, our properties.

Furthermore, the need to reassess the feasibility of any of our projects if molybdenum prices were to continue to

be represented by historically low prices could cause substantial delays. Mineral reserve calculations and life-of-mine
plans using lower molybdenum prices could result in reduced estimates of mineral reserves and in material write-downs
of our investment in mining properties and increased amortization, reclamation and closure charges.

The volatility in metals prices is illustrated by the quarterly average price range from January 2002 through
December 31, 2016 for molybdenum: approximately $2.70 - $35.40 per pound. The worldwide molybdenum price
fluctuated between approximately $5.30 per pound in 2003 to over $40.00 per pound in 2005 and traded in the mid-$30s
per pound prior to October 2008, when prices fell from approximately $33.50 per pound to $7.70 per pound in
April 2009 as a result of the global financial crisis. 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 the end of 2011, prices had pulled back
to $13.30 per pound, then decreased further to approximately $9.80 per pound at the conclusion of 2013, and fell further
to approximately $9.10 per pound by the end of 2014. Beginning in September 2014, molybdenum price experienced a
sharp pullback reflecting softening spot market molybdenum demand and a strengthening U.S. dollar, amongst other
factors. A slow price recovery since year end 2015 has produced a range between $5.20 and $8.10 per pound during
2016. Although we estimate the Mt. Hope Project’s average cost of production over the first five years to be
approximately $7.00 per pound, a sustained period of lower molybdenum prices would have material negative impacts
on the Company’s profitability. Actual molybdenum prices when and if we commence commercial production cannot be
estimated and are subject to 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 our results of operations

Molybdenum is used primarily in the steel industry. The demand for molybdenum from the steel industry and

other industries was extremely robust through the third quarter of 2008, primarily fueled by growth in Asia and other
developing countries. Beginning in the fourth quarter of 2008, the global financial 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. Starting in September 2014, molybdenum prices began to decline
and are currently in the $7 to $8/lb range. Continued low molybdenum prices could delay the closing of tranches 2 and 3
of the AMER Investment Agreement or our ability to obtain other financing, and could cause a continued suspension of
our development or, in the future, a suspension of our mining operations at our Mt. Hope Project.

A sustained significant increase in molybdenum supply could also adversely affect our results. CPM Group

estimates that during the next five years a total of 95 million annual pounds of production could be added to the supply
of molybdenum (including a portion of the supply from our Mt. Hope Project). In the event demand for molybdenum
does not increase to consume the potential additional production, the price for molybdenum may be adversely affected.

We are exposed to counter party risk, which may adversely affect our results of operations

The off-take agreements the Company has completed contain provisions allowing for the 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 spot molybdenum prices fell below the inflation-adjusted floor prices in the contracts. During these time
periods all off-take contracts would have provided for the Company to sell molybdenum at above-spot prices. In
addition, one of our off-take agreement counterparties currently has the option to cancel its agreement, and a second off-
take agreement will expire on December 31, 2020 if production at specified minimum levels has not commenced by that
date. In the event that our contract counterparties choose not to honor their contractual obligations, attempt to terminate
these agreements as a result of the continuing delay in achieving production, or discontinue operations, 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 comparable prices, or at all.

Our mineralization and reserve estimates are uncertain, and any material inaccuracies in those estimates could
adversely affect the value of our mineral reserves

There are numerous uncertainties inherent in estimating mineralization and reserves, including many factors

beyond our control. The estimation of mineralization and reserves is a subjective process and the accuracy of any such
estimates is a function of the quality of available data and of engineering and geological interpretation and judgment.
Results of drilling, metallurgical testing, production, and the evaluation of mine plans subsequent to the date of any
estimate may justify revision of such estimates. The volume and grade of mineralization and reserves recovered and
rates of production may be less than anticipated. Assumptions about prices are subject to greater uncertainty and metals
prices have fluctuated widely in the past. Further declines in the market price of molybdenum and copper may render
mineralization and reserves containing relatively lower grades of ore uneconomic to exploit, which may materially and
adversely impact our reserve and mineralization estimates at our projects. Changes in operating and capital costs and
other factors including, but not limited to, short-term operating factors such as the need for sequential development of
ore bodies and the processing of new or different ore grades, may also materially and adversely affect mineralization and
reserves.

Any material inaccuracies in our production estimates could adversely affect our results of operations

We have prepared estimates of future molybdenum production. We or the LLC may never achieve these

production estimates or any production at all. Our production estimates depend on, among other things:

(cid:120) The accuracy of our mineralization and reserves estimates;

(cid:120) The accuracy of assumptions regarding ore grades and recovery rates;

(cid:120) Ground conditions and physical characteristics of the mineralization, such as hardness and the presence or

absence of particular metallurgical characteristics; and

(cid:120) 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 not have the benefit of actual mining and production experience in verifying our
estimates, which increases the likelihood that actual production results or costs will vary 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 effect on our business

Mining at the Mt. Hope Project and Liberty Project will involve the potential for various types of risks and

hazards, including: environmental hazards, industrial accidents, metallurgical and other processing problems, unusual or
unexpected rock formations, structure cave-in or slides, flooding, fires, and interruption due to inclement or hazardous
weather conditions.

These risks could result in damage to, or destruction of, mineral properties, production facilities or other

properties, personal injury or death, environmental damage, delays in mining, increased production costs, monetary
losses, and possible legal liability. We may not be able to obtain insurance to cover these risks at economically feasible
premiums and some types of insurance may be unavailable or too expensive to maintain. We may suffer a material
adverse effect on our business and the value of our securities may decline if we incur losses related to any significant
events that are not covered by our insurance policies.

Our operations make us susceptible to environmental liabilities that could have a material adverse effect on us

Mining is subject to potential risks and liabilities associated with the potential pollution of the environment and
the necessary disposal of mining waste products occurring as a result of mineral exploration and production. Insurance
against environmental risk (including potential liability for pollution or other hazards as a result of the disposal of waste
products occurring from exploration and production) is not generally available to us or the LLC (or to other companies in
the minerals industry) at a reasonable price. To the extent that we become subject to environmental liabilities, the

satisfaction of any such liabilities would reduce funds otherwise available to us and could have a material adverse effect
on us. Laws and regulations intended to ensure the protection of the environment are constantly changing, and are
generally becoming more restrictive.

Legal title to the properties in which we have an interest may be challenged, which could result in the loss of our
rights in those properties

The ownership and validity, or title, of unpatented mining claims are often uncertain and may be contested. A
successful claim contesting our title or interest to a property or, in the case of the Mt. Hope Project, the landowner’s title
or interest to such property could cause us and/or the LLC to lose the rights to mine that property. In addition, the
success of such a claimant could result in our not being compensated for our prior expenditures relating to the property.

Climate change and climate change legislation or regulations may adversely impact General Moly’s planned
future operations

Energy is anticipated to be a significant input in General Moly’s operations. A number of governmental bodies

have introduced or are contemplating legislative and regulatory change in response to the possible impacts of climate
change. U.S. Congress and several states have initiated legislation regarding climate change that could affect energy
prices and demand. In December 2009, the EPA issued an endangerment finding under the federal Clean Air Act
indicating that current and projected concentrations of certain mixed greenhouse gases in the atmosphere, including
carbon dioxide, threaten the public health and welfare. It is possible that regulation may be promulgated in the U.S. to
address the concerns raised by the endangerment finding. In December 2015, the U.S. and 195 other nations attending
the United Nations Climate Change Conference adopted the Paris Agreement on global climate change, which
establishes a universal framework for addressing greenhouse gas emissions based on nationally determined
contributions. It also creates a process for participating countries to review and increase their intended emissions
reduction goals every five years. The ultimate impact of the Paris Agreement depends on its ratification and
implementation by participating countries, and cannot be determined at this time.

Legislation and increased regulation regarding climate change could impose increased costs on us, our partners

and our suppliers, including increased energy, capital equipment, environmental monitoring and reporting and other
costs to comply with such regulations. Until the timing, scope and extent of any future regulation becomes known, we
cannot predict the effect on our financial condition, financial position, results of operations and ability to compare.

The possible physical impacts of climate change on the Company’s planned future operations are highly

uncertain and would be particular to the geographic circumstances in the area in which we operate. These may include
changes in rainfall, storm patterns and intensities, shortages of water or other natural resources, changing sea levels, and
changing temperatures. These effects may adversely impact the cost, production and financial performance of the
Company’s planned future operations.

Mineral exploration and mining activities require compliance with a broad range of laws and regulations, and
compliance with or violation of these laws and regulations may be costly

Mining operations and exploration activities are subject to 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 operating expenditures or to
close an operation until a particular problem is remedied. In addition, if our activities violate any such laws and
regulations, we may be required to compensate those suffering loss or damage, and may be fined if convicted of an
offense under such legislation. We may also incur additional expenses and our projects may be delayed as a result of
changes and amendments to such laws and regulations, including changes in local, state, and federal taxation.

Land reclamation requirements for exploration properties may be burdensome, may divert funds from our
exploration programs and could have an adverse effect on our financial condition

Although variable, depending on location and the governing authority, land reclamation requirements are
generally imposed on mineral exploration companies, as well as companies with mining operations, in order to minimize
long term effects of land disturbance. Reclamation may include requirements to control dispersion of potentially

deleterious effluents and to reasonably re-establish pre-disturbance landforms and vegetation. In order to carry out
reclamation obligations imposed on us in connection with our mineral exploration, we and the LLC must allocate
financial resources that might otherwise be spent on further exploration programs. Such costs could also have an adverse
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 affect our business

The LLC leases the Mt. Hope Project from MHMI under the Mt. Hope Lease. Failure to comply with the terms
of the Mt. Hope Lease (which principally require us to make prescribed payments on or before certain prescribed dates)
could result in loss of the LLC’s rights to develop the Mt. Hope Project. Any loss of rights under the Mt. Hope Lease
would have a material adverse effect on us and our ability to generate revenues.

Our ability to operate our Company effectively could be impaired if we lose key personnel or if we are not able to
attract and retain the additional personnel we will need to develop any of our projects, including the Mt. Hope
Project

We are a small company with a limited operating history and relatively few employees. The development of
any of our proposed projects, including the Mt. Hope Project, will place substantial demands on us. We depend on the
services of key executives and a small number of personnel, including our Chief Executive Officer, Chief Financial
Officer, Chief Operating Officer, Chief Legal Officer, and Vice President of Environmental and Permitting. Our Chief
Financial Officer has announced his departure from the Company, effective May 12, 2017. We are evaluating
alternatives to address his departure.

We will be required to recruit additional personnel and to train, motivate and manage these new employees as
our projects mature toward eventual construction and operation. The number of persons skilled in the development and
operation of mining properties is limited and significant competition exists for these individuals. We implemented a
reduction in force in November 2014 and another in October 2015, affecting more than 40% of our employees and
contractors as a result of the delay in our ability to obtain project financing. In each of January 2015, January 2016 and
January 2017, we implemented an annual retention program including equity stay incentives to our officer and all non-
officer employees, though this retention program may not be successful in retaining our executives 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 to cover 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 key employees or our failure to attract and retain key personnel may delay or
otherwise adversely affect the development of the Mt. Hope Project, which could have a material adverse effect on our
business.

We rely on independent contractors and experts and technical and operational service providers over whom we
may have limited control

Because we are a small exploration and development stage company, we rely on independent contractors to

assist us with technical assistance and services, contracting and procurement and other matters, including the services of
geologists, attorneys, engineers and others. Our limited control over the activities and business practices of these service
providers or any inability on our part to maintain satisfactory commercial relationships with them may adversely affect
our business, results of operations, and financial condition.

Changes to the General Mining Law of 1872 and related federal legislation that impact unpatented mining claims
could adversely impact the Mt. Hope Project

The Mt. Hope Project is located substantially on unpatented mining claims administered by the BLM. Mining

on unpatented mining claims is conducted pursuant to the General Mining Law of 1872 and amendments thereto.
Legislation for the amendment of the mining laws applicable to mining property has been considered by the 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, changing metallurgy, and revisions to mine plans in response to the physical shape and location of
the ore body. In addition, costs are affected by the price of commodities, such as fuel, electricity, and labor. Commodity
costs are at times subject to volatile price movements, including increases that could make production at our projects less
profitable or uneconomic.

We anticipate significant capital expenditures in connection with the development of the Mt. Hope Project. In
the past several years, costs associated with capital expenditures have escalated on an industry-wide basis as a result of
major factors beyond our control. Increased costs for capital expenditures 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 schedules can affect project economics. There are a number of factors that can affect costs and
construction schedules, including, among others:

(cid:120) Sustained lower molybdenum pricing;

(cid:120) Availability of project financing;

(cid:120) Availability of water, labor, power, transportation, commodities, and infrastructure;

(cid:120)

Increases in input commodity prices and labor costs;

(cid:120) Fluctuations in exchange rates;

(cid:120) Difficulty of estimating construction costs over a period of years; and

(cid:120) Delays in obtaining and maintaining environmental or other government permits, including ongoing

appeals related to efforts to obtain water permits and additional evaluation of air quality studies and public
review to receive a new ROD.

Legislation, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer
Protection Act, may make it difficult for us to retain or attract officers and directors and increase the costs of
doing business, which could adversely affect our financial position and results of operations

We may be unable to attract and retain qualified officers, directors and members of board committees required

to provide for our effective management as a result of the recent changes and currently proposed changes in the rules and
regulations, which govern publicly-held companies. The Sarbanes-Oxley Act of 2002 has resulted in a series of
rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The
Dodd-Frank Wall Street Reform and Consumer Protection Act, adopted in July 2010, imposes significant additional
obligations and disclosure requirements, as to which SEC rulemaking is ongoing. We are a small company with a
limited operating history and no revenues or profits, which may influence the decisions of potential candidates we may
recruit as directors or officers. The real and perceived increased personal risk associated with these requirements may
deter qualified individuals from accepting these roles. In addition, costs of compliance with such legislation, including
several provisions specifically applicable to companies engaged in mining operations, could have a significant impact on
our financial position and results of operations.

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:

(cid:120) Provide for staggering the terms of directors by dividing the total number of directors into three groups;

(cid:120) Authorize our board of directors to set the terms of preferred stock;

(cid:120) Restrict our ability to engage in transactions with stockholders with 15% or more of outstanding voting

stock;

(cid:120) Authorize the calling of special meetings of stockholders only by the board of directors, not by the

stockholders;

(cid:120) Limit the business transacted at any meeting of stockholders to those purposes specifically stated in the

notice of the meeting; and

(cid:120) 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 negotiate with our board of directors rather than pursue non-negotiated takeover attempts. As a
result, these provisions may make it more difficult for our stockholders to benefit from transactions that are opposed by
an incumbent board of directors.

Forward-Looking Statements

Certain statements in this document may constitute forward-looking statements, which involve known and
unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements of our
Company, the Mt. Hope Project and our other projects, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such forward-looking statements. We use the words
“may,” “will,” “believe,” “expect,” “anticipate,” “intend,” “future,” “plan,” “estimate,” “potential,” and other similar
expressions to identify forward-looking statements. Forward-looking statements may include, but are not limited to,
statements with respect to the following:

(cid:120) Our ability to obtain project financing for the development and construction of the Mt. Hope Project;

(cid:120) Our ability to successfully obtain a reissuance of the ROD and water permits for the Mt. Hope Project;

(cid:120) The ability to obtain and maintain all other permits, water rights, and approvals for the Mt. Hope Project

and the Liberty Project;

(cid:120) Our dependence on the success of the Mt. Hope Project;

(cid:120) Our ability to satisfy the conditions to the additional tranches of investment by AMER under the
investment agreement, the $700 million bank loan or the molybdenum supply agreement;

(cid:120)

Issues related to the management of the Mt. Hope Project pursuant to the LLC Agreement;

(cid:120) Risks related to the failure of POS-Minerals to make ongoing cash contributions pursuant to the LLC

Agreement;

(cid:120) Fluctuations in the market price of, demand for, and supply of molybdenum and other metals;

(cid:120) The estimation and realization of mineral reserves and production estimates, if any;

(cid:120) The timing of exploration, development and production activities and estimated future production, if any;

(cid:120) Estimates related to costs of production, capital, operating and exploration expenditures;

(cid:120) Requirements for additional capital and our ability to obtain additional capital in a timely manner and on

acceptable terms;

(cid:120) Our ability to renegotiate, restructure, suspend, cancel or extend payment terms of contracts as necessary or

appropriate in order to conserve cash;

(cid:120) Government regulation of mining operations, environmental conditions and risks, reclamation and

rehabilitation expenses;

(cid:120) Title disputes or claims;

(cid:120) Limitations of and access to certain insurance coverage; and

(cid:120) 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 identified under “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” Although we believe that the expectations reflected in these forward-looking
statements are reasonable, our actual results could differ materially from those expressed in these forward-looking
statements, and any events anticipated in the forward-looking statements may not actually occur.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 3. LEGAL PROCEEDINGS

Water Rights

In July 2011 and June 2012, respectively, the Nevada State Engineer (“State Engineer”) granted all water

On September 18, 2015, the Nevada Supreme Court issued an Order that reversed and remanded the cases to the

remand the water permits and 3M Plan to the State Engineer to allow further proceedings to address the mitigation issues
raised by the Nevada Supreme Court. The District Court denied the Motion on June 1, 2016. The State Engineer has
filed an appeal to the Nevada Supreme Court concerning the District Court’s interpretation of the Supreme Court’s
Opinion and has also argued that the District Court acted in excess of its judicial authority in violation of Nevada’s
Constitution and Statutes. The Company has filed a similar appeal to the Nevada Supreme Court.

Notwithstanding the pendency of the appeal to the Nevada Supreme Court, the Company is working, as

expeditiously as possible; to reobtain its water permits with the new change applications that it has filed with the State
Engineer, following the Nevada Supreme Court’s September Order. On August 23, 2016, Eureka County filed a Writ of
Prohibition or Mandamus to the Nevada Supreme Court seeking the Supreme Court’s intervention to stop further action
by the State Engineer while the appeal discussed above of the District Court Order is pending. As ordered by the
Supreme Court, answers and responses to the Writ were filed by October 21, 2016. The State Engineer has stopped any
action on our applications pending an outcome of the Writ from the Supreme Court. Along with the State Engineer, we
oppose the basis for filing the Writ, and believe the State Engineer can proceed with the review of our applications
notwithstanding the appeal to the Supreme Court of the District Court Order. In the interim, we are continuing to
advocate the authority of the State Engineer to act on our applications. In hearings to be held before the State Engineer,
the Company will provide additional evidence of its ability to successfully mitigate any potential impacts to water rights
in Kobeh Valley that could result from the Mt. Hope Project’s new change applications for water use.

Permitting

On February 15, 2013, Great Basin Resource Watch and the Western Shoshone Defense Project (“Plaintiffs”)

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 entered judgment in favor of the Defendants and the LLC, and against Plaintiffs regarding all
claims raised in the Complaint.

Thereafter, on September 22, 2014, the Plaintiffs filed their notice of appeal to the U.S. Court of Appeals for the

Ninth Circuit (“Ninth Circuit”) of the U.S. District Court’s dismissal. Oral argument of the parties before the Ninth
Circuit was completed on October 18, 2016. On December 28, 2016, the Ninth Circuit issued its Opinion rejecting many
of the arguments raised by the Plaintiffs challenging the Environmental Impact Statement ("EIS") completed for the Mt.
Hope Project, i a narrow reversal of the BLM's findings related to air quality analysis. Because of this technical
deficiency, the Court vacated the ROD, and is requiring the BLM to conduct additional evaluation of air quality impacts
and resulting cumulative impact analysis under the National Environmental Policy Act ("NEPA"). The Company is
confident in the BLM’s process and working closely with the agency to resolve concerns with air quality baseline studies
raised by the Ninth Circuit, and looks forward to completing the necessary public review to receive a new ROD for the
eventual construction and operation of the Mt. Hope Project.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS

AND ISSUER PURCHASES OF EQUITY SECURITIES

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 Toronto Stock Exchange (“TSX”), also under the symbol “GMO.”

The following table sets forth our common stock closing price as reported on the NYSE MKT:

Year

Quarter

High

Low

2016 First Quarter

Second Quarter
Third Quarter
Fourth Quarter

2015 First Quarter

Second Quarter
Third Quarter
Fourth Quarter

$
$
$
$
$
$
$
$

0.38 $
0.44 $
0.37 $
0.32 $
0.65 $
0.85 $
0.71 $
0.35 $

0.15
0.31
0.28
0.22
0.39
0.49
0.26
0.19

Holders

As of March 10, 2017, there were approximately 405 holders of record of our common stock.

Dividends

We have never declared or paid dividends on our common stock and we do not anticipate paying any dividends
on our common stock in the foreseeable future. We will pay dividends on our common stock only if and when declared
by our board of directors. Our board’s ability to declare a dividend is subject to limits imposed by Delaware corporate
law. In determining whether to declare dividends, the board will consider these limits, our financial condition, results of
operations, working capital requirements, future prospects, and other factors it considers relevant.

Issuer Purchases of Equity Securities

Period
January 1, 2016, through January 31, 2016
December 1, 2016, through December 31, 2016

(a)
Total Number
of Shares
Purchased (1)
199,349 $
11,917

(b)
Average
Price Paid
Per Share

0.18
0.29

—
—

(d)
Maximum Number
(or Approximate
Dollar Value) of
Shares that May Yet
Be Purchased Under
the Plan or Programs
—
—

(1)

Represents shares of common stock delivered to us as payment of withholding taxes due upon the vesting of
restricted stock held by our employees.

ITEM 6. SELECTED FINANCIAL DATA

For the Years Ended December 31,
Loss from operations
Net loss
Basic and diluted net loss per share

2016

(7.1)
(8.1)
(0.07) $

2015

(in millions, except per share data)
2014
(11.0)
(11.0)
(0.12) $

(9.7)
(15.2)
(0.16) $

2013

(9.8)
(16.3)
(0.18) $

2012
(11.4)
(9.9)
(0.11)

At December 31,
Total assets
Long-term obligations
Contingently redeemable noncontrolling interest
Total stockholders’ equity

2016
337.3 $
42.3
172.7
109.7 $

2015
346.3 $
42.2
173.3
117.4 $

2014
362.0 $
34.3
210
126.7 $

2013
360.7 $
24.8
209.0
134.8 $

2012
385.5
39.8
201.9
148.1

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations constitutes
management’s review of the factors that affected our financial and operating performance for the years ended
December 31, 2016, 2015 and 2014. This discussion should be read in conjunction with the consolidated financial
statements and notes thereto contained elsewhere in this report.

Overview

We 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 2014.

Project Ownership

From October 2005 to January 2008, we owned the rights to 100% of the Mt. Hope Project. Effective as of

Pursuant to the terms of the LLC Agreement, POS-Minerals made its first and second capital contributions to

both parties to the LLC (“Dilution Formula”). At December 31, 2016, the aggregate amount of deemed capital
contributions of both parties was $1,081.9 million.

Furthermore, the LLC Agreement authorizes POS-Minerals to put/sell its interest in the LLC to Nevada Moly

Effective January 1, 2015, Nevada Moly and POS-Minerals signed an amendment to the LLC Agreement under

Permitting Considerations

On September 22, 2014, Great Basin Resource Watch and the Western Shoshone Defense Project (“Plaintiffs”)

filed their notice of appeal to the U.S. Court of Appeals for the Ninth Circuit (“Ninth Circuit”) of the U.S. District
Court’s dismissal of their desire to seek relief under the National Environmental Policy Act (“NEPA”). Oral argument
of the parties before the Ninth Circuity was completed on October 18, 2016. On December 28, 2016, the Ninth Circuit
issued its Opinion rejecting many of the arguments raised by the Plaintiffs challenging the Environmental Impact
Statement ("EIS") completed for the Mt. Hope Project, issuing a narrow reversal of the BLM's findings related to air
quality analysis. Because of this technical deficiency, the Court vacated the ROD, and is requiring the BLM to conduct
additional evaluation of air quality impacts and resulting cumulative impact analysis under the National Environmental
Policy Act ("NEPA"). The Company is confident in the BLM’s process and working closely with the agency to resolve
concerns with air quality baseline studies raised by the Ninth Circuit, and looks forward to completing the necessary
public review to receive a new ROD for the eventual construction and operation of the Mt. Hope Project. See
“Permitting Considerations” in Part I above for a full historical description of the legal proceedings.

Environmental regulations related to reclamation require that the cost for a third-party contractor to perform

2015, BLM approved the PoO amendment, including the reduction of the reclamation liability to approximately $2.8
million. We worked with the LLC’s reclamation surety underwriters to satisfy the reduced $2.8 million financial
guarantee requirements for the Mt. Hope Project. As of December 31, 2016, the surety bond program is funded with a
cash collateral payment of $0.3 million, a reduction from the $4.6 million established in November 2014, resulting in a
$4.3 million net return of collateral received by the LLC in February 2016.

On January 2, 2013, the Public Utilities Commission of Nevada (“PUCN”) issued the LLC a permit to construct

The LLC initiated preliminary construction activities on the Mt. Hope Project in early January 2013 during a

Water Rights Considerations

In July 2011 and June 2012, respectively, the Nevada State Engineer (“State Engineer”) granted all water

On September 18, 2015, the Nevada Supreme Court issued an Order that reversed and remanded the cases to the

Notwithstanding the pendency of the appeal to the Nevada Supreme Court, the Company is working, as

Prohibition or Mandamus to the Nevada Supreme Court seeking the Supreme Court’s intervention to stop further action
by the State Engineer while the appeal discussed above of the District Court Order is pending. As ordered by the
Supreme Court, answers and responses to the Writ were filed by October 21, 2016. The State Engineer has stopped any
action on our applications pending an outcome of the Writ from the Supreme Court. Along with the State Engineer, we
oppose the basis for filing the Writ, and believe the State Engineer can proceed with the review of our applications
notwithstanding the appeal to the Supreme Court of the District Court Order. In the interim, we are continuing to
advocate the authority of the State Engineer to act on our applications. In hearings to be held before the State Engineer,
the Company will provide additional evidence of its ability to successfully mitigate any potential impacts to water rights
in Kobeh Valley that could result from the Mt. Hope Project’s new change applications for water use.

Capital & Operating Cost Estimates

The development of the Mt. Hope Project has a Project Capital Estimate of $1,312 million, which includes

The LLC’s Project Operating Cost Estimate forecasts molybdenum production of approximately 41 million

pounds per year for the first five years of operations at estimated average direct operating costs of $6.16 per pound based
on a $8.00/lb reserve and $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 anticipated to average
$6.84 per pound 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—Reserves and Mineralized Material—Production and Operating Cost
Estimates” below. These cost estimates are based on 2013 constant dollars and are subject to cost inflation or deflation.

Equipment and Supply Procurement

Through December 31, 2016, the LLC has made deposits and/or final payments of $87.2 million on equipment

orders.

In 2012, the LLC issued a firm purchase order for eighteen haul trucks. The order provides for delivery of those

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 vendor providing for the opportunity to purchase the electric shovels at prices consistent
with the expired contract, less a special discount in the amount of $3.4 million to provide credit to the LLC for amounts
paid as deposits under the expired contract. The letter of intent provides that equipment pricing will remain subject to
inflation indexes and guarantees production slots to ensure that the equipment is available when required by the LLC. In
January 2016, the parties agreed to extend the letter of intent through December 31, 2018 and since then have
renegotiated the contract to further delay delivery in to December 2018.

Molybdenum Market Update

The worldwide molybdenum price fluctuated between approximately $5.30 per pound in 2003 to over $40.00

per pound in 2005 and traded in the mid-$30s per pound prior to October 2008, when prices fell from approximately
$33.50 per pound to $7.70 per pound in April 2009 as a result of the global financial crisis. 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 the
end of 2011, prices had pulled back to $13.30 per pound, then decreased further to approximately $9.80 per pound at the
conclusion of 2013, and fell further to approximately $9.10 per pound by the end of 2014. Beginning in
September 2014, molybdenum price experienced a sharp pullback reflecting softening spot market molybdenum demand
and a strengthening U.S. dollar, amongst other factors. Weekly molybdenum prices trended downward during 2015
from a high of $9.60 per pound in January 2015 to a low of approximately $4.60 per pound in November 2015. The
November 2015 low represented a retracement to a level last seen in 2003. The continued weak molybdenum market
mirrored a general softening in commodities across the board.

During 2015, molybdenum demand remained weak as end-use industries of steel and energy were impacted by

slowing global economies. The CPM Group noted that molybdenum supply from mine production decreased in 2015 and
is expected to continue to contract in 2016, especially in primary molybdenum mine production. A slow price recovery
since year end 2015 has produced a range between $5.20 and $8.10 per pound during 2016. According to CPM Group,
the current molybdenum price at the end of February 2017 was $7.90 per pound, a 52% increase over the lowest price
since January 2016. In March 2017, CPM Group forecast molybdenum prices would range between $6.60 and $12.75
per pound on an annual average basis through 2020, gradually increasing to $15.20 in 2025.

Outlook

In spite of the current low prices, we view the long-term outlook for our business positively, supported by

limitations on supplies of molybdenum, the requirements for molybdenum in the steel industry, and a recovery in the oil
and gas industry. World market prices for molybdenum and other commodities have fluctuated historically and are
affected by numerous factors beyond our control. We believe the underlying long-term fundamentals of the
molybdenum business remain positive, supported by the significant role of molybdenum in the steel industry and a
challenging long-term supply environment attributable to difficulty in replacing output from both existing and high cost
mines with new production sources. Future molybdenum prices are expected to be volatile and are likely to be
influenced by demand from China and emerging markets, as well as economic activity in the U.S. and other
industrialized countries, the timing of the development of new supplies of molybdenum, and production levels of mines
and molybdenum milling.

Liquidity, Capital Resources and Capital Requirements

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

Our total consolidated cash balance at December 31, 2016 was $8.5 million compared to $13.0 million at

December 31, 2015. The decrease in our cash balances for the year ended December 31, 2016 was due to a variety of
cash inflows and outflows. Inflows included funds released from the reserve account of $3.6 million and a distribution
from the LLC to Nevada Moly of $3.3 million due to a release of certain surety bonds. Outflows included payments
made on long-lead equipment orders of $1.4 million, $0.8 million in distributions by the LLC to POS-Minerals, $2.2
million in development costs for the Mt. Hope Project, and $7.1 million in general and administrative costs and Liberty
Project care and maintenance costs. Deposits on property, plant and equipment relate primarily to scheduled payments
for long-lead time equipment for the Mt. Hope Project; see “— Contractual Obligations” below. The majority of funds
expended were used to advance the Mt. Hope Project.

The $36.0 million reserve account established in December of 2012, at the direction of the LLC management

committee, was payable to Nevada Moly upon release, at which time the funds would have 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 owed to Nevada Moly and held by the LLC in the reserve account will be released over the
next few years, but only for the mutual benefit of both members related to jointly approved Mt. Hope Project expenses as
discussed above. The balance of the reserve account at December 31, 2016 was $13.0 million, compared to $16.6
million at December 31, 2015.

The cash needs for the development of the Mt. Hope Project are significant and require that we arrange for

financing to be combined with funds anticipated to be received from POS-Minerals in order to retain its 20%
membership interest. The Company estimates the go-forward capital required for the Mt. Hope Project, based on 65%
completed engineering, to be approximately $1,026 million, of which the Company’s 80% capital requirement is $821
million.

There is no assurance that the Company will be successful in obtaining the 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.

Effective January 16, 2015, the Compensation Committee of the Board approved a new personnel retention

program for officers and employees of the Company. The program included RSU grants for our executive officers who
remain with the Company through the earliest to occur of a financing plan for the Mt. Hope Project approved by the
Board, a Change of Control (as defined in the employment or change of control agreements between the Company and
each of the named executive officers); involuntary termination (absent cause); or January 15, 2016. A similar program
was approved effective January 16, 2016, ending January 15, 2017, and another similar program was approved effective
January 15, 2017 ending January 16, 2018.

With our cash conservation plan, our Corporate and Liberty related cash requirements have declined to

approximately $1.5 million per quarter, while all Mt. Hope Project related funding is payable out of the $36.0 million
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 to fund our working capital needs through early 2018. Additional
potential funding sources include public or private equity offerings, including closing or a negotiated acceleration of
tranches 2 and 3 with respect to the remaining $16.0 million investment from AMER described in Note 1 to the
consolidated financial statements contained elsewhere in this report, or sale of other 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.

When financing becomes available, the additional funding will allow us to restart equipment procurement, and

agreements that were suspended or terminated will be renegotiated under current market terms and conditions, as
necessary. In the event of an extended delay related to availability of the Company’s portion of full financing for the Mt.
Hope Project, the Company will make its best efforts to revise procurement and construction commitments to preserve
liquidity, our equipment deposits and pricing structures.

Total assets as of December 31, 2016 decreased to $337.3 million compared to $346.3 million as of
December 31, 2015 primarily due to general and administrative expenses and development costs incurred at the Mt.
Hope Project.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

Our total consolidated cash balance at December 31, 2015 was $13.0 million compared to $13.3 million at

December 31, 2014. The decrease in our cash balances for the year ended December 31, 2015 was due to a variety of
cash inflows and outflows. Inflows included funds released from the reserve account of $19.4 million and a distribution
from the LLC to Nevada Moly of $6.3 million upon termination of the power transmission contract. Outflows included
payments made on long-lead equipment orders of $11.5 million, $2.3 million in distributions by the LLC to POS-
Minerals, $3.9 million in development costs for the Mt. Hope Project, and $8.3 million in general and administrative
costs. Deposits on property, plant and equipment relate primarily to scheduled payments for long-lead time equipment
for the Mt. Hope Project; see “— Contractual Obligations” below. The majority of funds expended were used to
advance the Mt. Hope Project. The Company received $4.0 million in cash proceeds during the fourth quarter upon
closing of the first tranche of the investment agreement with AMER, discussed below, of which $2.0 million was placed
in an expense reimbursement account to be used by both the Company and AMER for costs related to financing of the
Mt. Hope Project and other jointly sourced business development opportunities, with the remaining $2.0 million
available for general corporate purposes.

In April 2015, the Company and AMER entered into a private placement for 40.0 million shares of the
Company’s common stock and warrants to purchase 80 million shares of the Company’s common stock, priced using the

trailing 90-day volume weighted average price (“VWAP”) of $0.50 on April 17, 2015, the date the investment agreement
was signed. General Moly received stockholder approval of the transaction on June 30, 2015.

On November 2, 2015, the Company and AMER entered into an amendment to the Investment and Securities

Purchase Agreement, thereby creating a three-tranche investment strategy that created a strategic partnership to assist the
Company in obtaining full financing for the Mt. Hope Project. The first tranche of the amended investment agreement
closed on November 24, 2015 for a $4.0 million private placement representing 13.3 million shares, priced at $0.30 per
share, and warrants to purchase 80.0 million shares of common stock at $0.50 per share, which will become exercisable
upon availability of an approximately $700.0 million senior secured loan (“Bank Loan”). The $4.0 million private
placement has been divided evenly between general corporate purposes and an expense reimbursement account available
to both AMER and the Company to cover anticipated Mt. Hope financing costs and other jointly sourced business
development opportunities. In addition, AMER and General Moly entered into a Stockholder Agreement that allowed
AMER to nominate a director to a seven member General Moly Board of Directors, additional directors following the
close of Tranche 3, discussed below, and drawdown of the Bank Loan, respectively. The Stockholders Agreement also
governs AMER’s acquisition and transfer of General Moly shares. The parties agreed to eliminate the condition to
closing the investment agreement requiring a letter of intent from a Prime Chinese Bank endorsing the Bank Loan as a
result of the current molybdenum market price and recent water rights decision from the Nevada Supreme Court. The
parties also agreed to eliminate the requirement of the Company to obtain consent from APERAM, as Tranche 1 was
issued at $0.30 per share, which was above the October 30, 2015 closing price of $0.29 per share.

The second tranche of the amended investment agreement will include a $6.0 million private placement
representing 12.0 million shares, priced at $0.50 per share. $5.0 million of the $6.0 million will be reserved for general
corporate purposes and $1.0 million will be set aside for the expense reimbursement account discussed above. Closing
of the second tranche is contingent on the Nevada State Engineer restoring permits for the Mt. Hope Project’s water
rights and for the price of molybdenum to average in excess of $8/lb for a 30 day consecutive calendar day period.

The third tranche of the agreement will include a $10.0 million private placement representing 14.7 million

shares, priced at $0.68 per share. Closing of the third tranche is contingent on a final adjudication of the Mt. Hope
Project’s water rights through courts or settlement, if further protests and appeals result from the issuance of the water
permits, and for the price of molybdenum to average in excess of $12/lb for a 30 consecutive calendar day period. After
the third tranche of the agreement is closed, AMER will nominate a second director to General Moly’s then eight
member Board of Directors.

The second and third tranches of the investment agreement may be subject to General Moly stockholder

approval.

There is no assurance that the Company will be successful in obtaining the 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.

Total assets as of December 31, 2015 decreased to $346.3 million compared to $362.0 million as of
December 31, 2014 primarily due to general and administrative expenses incurred and a $4.3 million loss incurred upon
termination of the electricity termination contract at the LLC.

Results of Operations

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

For the year ended December 31, 2016 we had a consolidated net loss of $8.1 million compared with a net loss
of $16.1 million in the same period for 2015. The 2015 net loss includes a $4.3 million loss recorded upon termination
of the power transmission contract at the LLC as well as a $1.0 million loss recorded on extinguishment of several of the
Senior Convertible Promissory Notes.

For the years ended December 31, 2016 and 2015, exploration and evaluation expenses were $1.1 million and

$1.0 million, respectively, reflecting continuous care and maintenance expense at the Liberty Project during both
periods. Additionally, 2016 included costs related to leach pad maintenance and repair at the Liberty Project.

For the years ended December 31, 2016 and 2015, general and administrative expenses, comprised largely of
salaries and benefits, legal and audit fees, insurance costs, and outside contracted services, were $6.1 million and $8.7
million, respectively. The decrease in costs in 2016 compared to the previous year relates primarily to our efforts to
further reduce costs and conserve cash.

For the years ended December 31, 2016 and 2015, interest income was nil as a result of low deposit interest

rates on consolidated cash balances in 2016 and 2015. Interest expense for the year ended December 31, 2016 and 2015
was $1.0 million and $1.1 million, respectively, as a result of cash interest expense incurred during both years on the
Senior Convertible Promissory Notes issued and non-cash interest expense incurred as a result of the amortization of
debt issuance costs and the embedded derivatives associated with the Senior Convertible Promissory Notes.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

For the year ended December 31, 2015 we had a consolidated net loss of $16.1 million compared with a net loss

of $11.0 million in the same period for 2014. The 2015 net loss includes a $4.3 million loss recorded upon termination
of the power transmission contract at the LLC as well as a $1.0 million loss recorded on extinguishment of several of the
Senior Convertible Promissory Notes.

For the years ended December 31, 2015 and 2014, exploration and evaluation expenses were $1.0 million and

$2.1 million, respectively, reflecting continuous care and maintenance expense at the Liberty Project during both
periods. Additionally, 2014 included additional costs related to the pre-feasibility study update during that year.

For the years ended December 31, 2015 and 2014, general and administrative expenses, comprised largely of
salaries and benefits, legal and audit fees, insurance costs, and outside contracted services, were $8.7 million and $8.9
million, respectively. The decrease in costs in 2015 compared to the previous year relates primarily to our efforts to
further reduce costs and conserve cash in the latter part of 2015.

For the years ended December 31, 2015 and 2014, interest income was nil as a result of low deposit interest

rates on consolidated cash balances in 2015 and 2014. Interest expense for the year ended December 31, 2015 and 2014
was $1.1 million and nil, respectively, as a result of cash interest expense incurred during 2015 on the Senior Convertible
Promissory Notes issued and non-cash interest expense incurred as a result of the amortization of debt issuance costs and
the embedded derivatives associated with the Senior Convertible Promissory Notes.

Off-Balance Sheet Arrangements

None.

Contractual Obligations

Our contractual obligations as of December 31, 2016 were as follows, based on financing expectations:

Payments due by period
(in millions)

Contractual obligations *
Operating Lease Obligations
Agricultural Sustainability Trust Contributions
Senior Convertible Promissory Notes**
Senior Promissory Notes**
Equipment Purchase Contracts
Advance Royalties
Return of Contributions to POS-Minerals
3M Plan Contributions

Total

2017

0.1
4.0
5.9
1.3
2.2
5.7
33.6
1.0
53.8 $

0.1
—
—
—
0.4
0.5
—
—

2018-2019 2020 & Beyond
—
2.0
—
—
0.4
4.2
33.6
0.7
40.9

—
2.0
5.9
1.3
1.4
1.0
—
0.3
11.9 $

1.0 $

* 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 the agreement between Nevada Moly and POS-Minerals are to be funded by the reserve
account until such time that the Company obtains financing for its portion 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 Moly and

20% by POS-Minerals. POS-Minerals remains obligated to make capital contributions for its 20% portion of
equipment payments required by approved budgets of the LLC, and such amounts contributed by the reserve
account 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, as described above.

** The Company is obligated to pay interest on the senior notes at a rate of 10% per year, payable quarterly.

Through December 31, 2016, the LLC has made deposits and/or final payments of $87.2 million on equipment
orders. See “—Overview—Equipment and Supply Procurement” above. Of these deposits, $70.4 million relate to fully
fabricated items, primarily milling equipment, for which the LLC has additional contractual commitments of $2.2
million noted in the table above. The remaining $16.8 million reflects both partially fabricated milling equipment, and
non-refundable deposits on mining equipment. As discussed in Note 12 to the consolidated financial statements
contained elsewhere in this report, the mining equipment agreements remain cancellable with no further liability to the
LLC. The underlying value and recoverability of these deposits and our mining properties in our consolidated balance
sheets are dependent on the LLC’s ability to fund development activities that would lead to profitable production and
positive cash flow from operations, or proceeds from the disposition of these assets. There can be no assurance that the
LLC will be successful in obtaining project financing, in generating future profitable operations, disposing of these assets
or the Company securing additional funding in the future on terms acceptable to us or at all. Our audited consolidated
financial statements do not include any adjustments relating to recoverability and classification of recorded assets or
liabilities.

If the LLC does not make the payments contractually required under these purchase contracts, it could be

subject to claims for breach of contract or to cancellation of the respective purchase contract. In addition, the LLC may
proceed to selectively suspend, cancel or attempt to renegotiate additional purchase contracts if necessary to further
conserve cash. See “Liquidity, Capital Resources and Capital Requirements” above. If the LLC cancels or breaches
any contracts, the LLC will take all appropriate action to minimize any losses, but could be subject to liability under the
contracts or applicable law. 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’s interest in the Mt. Hope Project.

Obligations under capital and operating leases

We have contractual obligations under operating leases that will require a total of $0.1 million in payments over

the next three years. Operating leases consist primarily of rents on office facilities and office equipment. Our expected
payments are $0.1 million, nil, and nil for the years ended December 31, 2017, 2018 and 2019, 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 $4.0 million 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. Hope Project. The Trust will be tasked with developing
and implementing programs that will serve to enhance the sustainability and well-being of the agricultural economy in
the Diamond Valley Hydrographic Basin through reduced water consumption.

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 as such $4.0 million is accrued in the Company’s December 31, 2016, financial
statements and is included in mining properties, land, and water rights.

Estimates

Critical Accounting Policies and 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 to unsettled transactions and events as of the date of
the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

Provision for Taxes

Income taxes are provided based upon the asset and liability method of accounting. Under this approach,

deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of
assets and liabilities and their financial reporting amounts at each year-end. In accordance with authoritative guidance
for Income Taxes, a valuation allowance is recorded against the deferred tax asset if management does not believe the
Company has met the “more likely than not” standard to allow recognition of such an asset. At December 31, 2016 and
2015, we had deferred tax assets principally arising from net operating loss carryforwards for income tax purposes
multiplied 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 of the deferred tax assets, a valuation allowance equal to the net deferred 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 may not be recoverable. If the sum of estimated future net cash flows on an
undiscounted basis is less than the carrying amount of the related asset grouping, asset impairment is considered to exist.
The related impairment loss is measured by comparing estimated future net cash flows on a discounted basis to the
carrying amount of the asset. Changes in significant assumptions underlying future cash flow estimates may have a
material effect on the Company’s financial position and results of operations. To date no such impairments have been
identified. Property and equipment are being depreciated over useful lives of three to 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 recognition provisions of this statement, share-based compensation cost is measured at
the grant date based on the value of the award and is recognized as expense over the vesting period. Determining the fair
value of share-based awards at the grant date requires judgment; including estimating the expected term of the award,
volatility of the underlying equity and estimating the amount of share-based awards that are expected to be forfeited. If
actual results associated with share-based awards that are forfeited differ significantly from these estimates, stock-based
compensation expense and our results of operations could be materially impacted.

Contingently Redeemable Noncontrolling Interest (“CRNCI”)

Under GAAP, certain noncontrolling interests in consolidated entities meet the definition of mandatorily
redeemable financial instruments if the ability to redeem the interest is outside of the control of the consolidating
entity. As described in Note 1 — “Description of Business” to the consolidated financial statements contained elsewhere
in this report, the LLC Agreement permits POS-Minerals the option to put its interest in the LLC to Nevada Moly upon a
change of control, as defined in the LLC Agreement, followed by a failure to use standard mining industry practice in
connection with development and operation of the Mt. Hope Project as contemplated by the parties for a period of 12
consecutive months. As such, the CRNCI has continued to be shown as a separate caption between liabilities and
equity. The carrying value of the CRNCI has historically included the Return of Contributions which will be returned to
POS-Minerals in 2020, unless further extended by the members of the LLC as discussed above. The expected Return of
Contributions to POS-Minerals was carried at redemption value as we believed redemption of this amount was probable.
Effective January 1, 2015, Nevada Moly and POS-Minerals agreed that the Return of Contributions will be due to POS-
Minerals on December 31, 2020, unless further extended by the members of the LLC as discussed above. As a result, we
have reclassified the Return of Contributions, originally $36.0 million, payable to POS-Minerals from CRNCI to a non-
current liability at redemption value, and subsequently reduced it by $2.4 million, consisting of 20% of an $8.4 million
principal payment made on million equipment in March 2015, a $2.2 million principal payment made on electrical
transformers in April 2015, and a $1.2 million principal payment made on milling equipment in April 2016, such that the
remaining amount due to POS-Minerals is $33.6 million.

The remaining carrying value of the CRNCI has not been adjusted to its redemption value as the contingencies
that may allow POS-Minerals to require redemption of its noncontrolling interest are not probable of occurring. Under
GAAP, until such time as that contingency has been eliminated and redemption is no longer contingent upon anything
other than the passage of time, no adjustment to the CRNCI balance should be made. Future changes in the redemption

value will be 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 each reporting period.

Senior Convertible Promissory Notes and other Long-Term Debt

As discussed in Note 2 to the consolidated financial statements contained elsewhere in this report, in December

2014, the Company sold and issued $8.5 million in units consisting of Senior Convertible Promissory Notes (the
“Notes”) and warrants to accredited investors, including several directors and each of the named executive officers of the
Company, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 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 the
collateral securing 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 31 beginning 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 Day period
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 to 8,535,000 shares. General Moly’s named executive officers and board of directors who
participate in the offering will be restricted 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 mandatorily 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 other debt 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 Notes at par plus 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. As of December 31, 2016,
an aggregate of $2.6 million of Notes had been converted into 2,625,000 shares of common stock and $1.3 million of
non-convertible Senior Promissory Notes, resulting in a $0.2 million annual reduction in interest payments made by the
Company in the servicing of the Notes, as further discussed in Note 6 to the consolidated financial statements contained
elsewhere in this report below.

The Company evaluates its contracts for potential derivatives. See Note 6 to the consolidated financial

statements contained elsewhere in this report for a description of the Company’s accounting for embedded derivatives
and the Notes.

The Company additionally has certain debt related a land mortgage. This debt is anticipated to be paid in full

by the end of 2017.

Debt issuance costs are costs incurred in connection with the Company’s debt financings that have been

capitalized and are being amortized over the stated mandatory period or estimated life of the related debt, using the
effective interest method.

Recent Accounting Developments

See recently adopted accounting developments in Note 3 – Summary of Significant Accounting Policies in Item

8 of Part II of this Annual Report on Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Price Risk

We are a development stage company in the business of the exploration, development and mining of properties
primarily containing molybdenum. As a result, upon commencement of production, our financial performance could be
materially affected by fluctuations in the market price of molybdenum and other metals we may mine. The market prices
of metals can fluctuate widely due to a number of factors. These factors include fluctuations with respect to the rate of
inflation, the exchange rates of the U.S. dollar and other currencies, interest rates, global or regional political and
economic conditions, banking environment, global and regional demand, production costs, and investor sentiment. See

“Management’s Discussion and Analysis of Financial Condition and 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 with ArcelorMittal S.A. (“ArcelorMittal”), the
world’s largest steel company, that provides for ArcelorMittal to purchase 6.5 million pounds of molybdenum per year,
plus or minus 10%, once the Mt. Hope Project commences commercial operations at minimum specified levels. The
supply agreement provides for a floor price along with a discount for spot prices above the floor price and expires five
years after the commencement of commercial production at the Mt. Hope Project. Both the floor and threshold levels at
which the percentage discounts change are indexed to a producer price index. According to public filings, on January 25,
2011, the boards of directors of ArcelorMittal S.A. and APERAM each approved the transfer of the assets comprising
ArcelorMittal’s stainless and specialty steels businesses from its carbon steel and mining businesses to APERAM, a
separate entity incorporated in the Grand Duchy of Luxembourg. This transfer did not include the supply agreement the
Company had in place with ArcelorMittal. The shares of the Company’s common stock previously owned by
ArcelorMittal were transferred to APERAM.

Additionally, on May 14, 2008, we entered into a molybdenum supply agreement with SeAH Besteel
Corporation (“SeAH Besteel”), Korea’s largest manufacturer of specialty steels, which provides for SeAH Besteel to
purchase 4.0 million pounds of molybdenum per year, plus or minus 10%, once the Mt. Hope Project commences
commercial operations at minimum specified levels. Like the APERAM supply agreement, the supply agreement with
SeAH Besteel provides for a floor price along with staged discounts for spot prices above the floor price and expires five
years from the date of first supply under the agreement. Both the floor and threshold levels at which the percentage
discounts change are indexed to a producer price index. On July 22, 2015, the Company and SeAH Besteel entered into
a first amendment to the molybdenum supply agreement, which provides that the agreement will terminate on December
31, 2020, if commercial operations at the minimum specified levels have not commenced by that date.

On August 8, 2008, the Company entered into a molybdenum supply agreement (“Sojitz Agreement”) with

Sojitz Corporation (“Sojitz”). The Sojitz Agreement provides for the supply of 5.0 million pounds per year of
molybdenum for five years, beginning once the Mt. Hope Project reaches certain minimum commercial production
levels. One million annual pounds sold under the Sojitz Agreement will be subject to a per-pound molybdenum floor
price and is offset by a flat discount to spot molybdenum prices above the floor. The remaining 4.0 million annual
pounds sold under the Sojitz Agreement will be sold with reference to spot molybdenum prices without regard to a floor
price. The Sojitz Agreement includes a provision that allows Sojitz the option to cancel 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 the
achievement of certain production levels at the Mt. Hope Project. As commercial production at the Mt. Hope Project has
not commenced, Sojitz currently has the 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 Company to deliver product or make any payments if commercial production is never achieved
or declines in later periods and have floor prices ranging from $13.25 to $14.00 per pound and incremental discounts
above the floor price. The agreements require that monthly shortfalls be made up only if the Company’s portion of Mt.
Hope production is available for delivery, after POS-Minerals has taken its 20% share. In no event do these
requirements to make up monthly shortfalls become obligations of the Company if production does not meet targeted
levels.

Furthermore, each of the agreements remain as contractual obligations and have take-or-pay provisions that

require the buyers to either take delivery of product made available by the Company, or to pay as though they had taken
delivery pursuant to the term of the agreements. In the event that our contract parties 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 comparable prices, or at all.

While we have not used derivative financial instruments in the past, we may elect to enter into derivative

financial instruments to manage commodity price risk. We have not entered into any market risk sensitive instruments

for trading or speculative purposes and do not expect to enter into derivative or other financial instruments for trading or
speculative purposes.

Interest Rate Risk

As of December 31, 2016, we had a balance of cash and cash equivalents of $8.5 million and restricted cash of

$15.0 million. Interest rates on short term, highly liquid investments have not changed materially since December 31,
2010, and continue to be 1% or less on an annualized basis.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

GENERAL MOLY, INC.

CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016

CONTENTS

Report of Independent Registered Public Accounting Firm

Financial Statements:

Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015

Consolidated Statements of Operations and Comprehensive Loss for the twelve months ended December 31,

2016, December 31, 2015 and December 31, 2014

Consolidated Statements of Cash Flows for the twelve months ended December 31, 2016, December 31, 2015

and December 31, 2014

Consolidated Statements of Equity as of December 31, 2016, December 31, 2015, December 31, 2014,

December 31, 2013

Notes to Consolidated Financial Statements

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, and equity present fairly, in all material respects, the financial
position of General Moly, Inc. at December 31, 2016 and December 31, 2015, and the results of their
operations and their cash flows for each of the three years in the period ended December 31, 2016 in
conformity with accounting principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits. We conducted our audits of these statements in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 “Liquidity” to the consolidating financial statements, the ability of the Company to
implement its current business plan is dependent upon the Company obtaining additional financing.

/s/ PricewaterhouseCoopers LLP
Salt Lake City, Utah
March 16, 2017

GENERAL MOLY, INC.
CONSOLIDATED BALANCE SHEETS

(In thousands, except par value amounts)

ASSETS:
CURRENT ASSETS
Cash and cash equivalents
Deposits, prepaid expenses and other current assets

Total Current Assets

Mining properties, land and water rights
Deposits on project property, plant and equipment
Restricted cash held at EMLLC
Restricted cash held for loan procurement
Restricted cash held for reclamation bonds
Non-mining property and equipment, net
Other assets
TOTAL ASSETS
LIABILITIES, CRCNI, AND EQUITY:
CURRENT LIABILITIES
Accounts payable and accrued liabilities
Accrued advance royalties
Current portion of long term debt

Total Current Liabilities

Provision for post closure reclamation and remediation costs
Accrued advance royalties
Accrued payments to Agricultural Sustainability Trust
Long term debt, net of current portion
Senior Convertible Promissory Notes
Return of Contributions Payable to POS-Minerals
Other accrued liabilities
Total Liabilities

COMMITMENTS AND CONTINGENCIES - NOTE 12

December 31,

2016

2015

8,470 $
89
8,559
223,286
87,244
13,025
1,175
782
221
2,994
337,286 $

855 $
500
165
1,520
1,587
5,200
4,000
1,340
5,540
33,641
2,125
54,953

13,047
150
13,197
220,635
85,698
16,636
1,850
4,932
369
2,994
346,311

1,762
500
142
2,404
1,198
5,200
4,000
1,517
5,316
33,884
2,125
55,644

CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST
("CRNCI")

172,659

173,265

EQUITY
Common stock, $0.001 par value; 650,000,000 and 650,000,000 shares
authorized, respectively, 110,611,287 and 109,298,393 shares issued and
outstanding, respectively
Additional paid-in capital
Accumulated deficit during exploration and development stage

Total Equity

TOTAL LIABILITIES, CRNCI, AND EQUITY

111
281,900
(172,337)
109,674
337,286 $

109
281,563
(164,270)
117,402
346,311

The accompanying notes are an integral part of these consolidated financial statements.

GENERAL MOLY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)

Years Ended
December 31, December 31, December 31,
2015

2016

2014

REVENUES

— $

—

OPERATING EXPENSES:
Exploration and evaluation
General and administrative expense

TOTAL OPERATING EXPENSES

1,077
6,050
7,127

1,032
8,703
9,735

2,097
8,872
10,969

LOSS FROM OPERATIONS

(7,127)

(9,735)

(10,969)

OTHER INCOME/(EXPENSE):
Loss on Termination of Power Transmission Contract
Loss on Extinguishment of Senior Convertible Promissory Notes
Interest expense

TOTAL OTHER (EXPENSE)/INCOME, NET

—
—
(961)
(961)

(4,317)
(971)
(1,100)
(6,388)

—
—
(29)
(29)

LOSS BEFORE INCOME TAXES

(8,088)

(16,123)

(10,998)

Income Taxes

—

CONSOLIDATED NET LOSS
Less: Net loss attributable to CRNCI
NET LOSS ATTRIBUTABLE TO GMI
$
Basic and diluted net loss attributable to GMI per share of common stock $
Weighted average number of shares outstanding — basic and diluted

(8,088) $
21
(8,067) $
(0.07) $

(16,123) $
900
(15,223) $
(0.16) $

110,521

97,056

(10,998)
38
(10,960)
(0.12)
91,907

COMPREHENSIVE LOSS

(8,067) $

(15,223) $

(10,960)

The accompanying notes are an integral part of these consolidated financial statements.

GENERAL MOLY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated Net loss
Adjustments to reconcile net loss to net cash used by operating activities:

Depreciation and amortization
Non-cash interest expense
Stock-based compensation for employees and directors
Loss on Termination of Power Transmission Contract
Loss on Extinguishment of Senior Convertible Promissory Notes
Decrease(increase) in deposits, prepaid expenses and other
(Decrease)increase in accounts payable and accrued liabilities
(Decrease) in post closure reclamation and remediation costs

Net cash used by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase and development of mining properties, land and water rights
Deposits on property, plant and equipment
Decrease in restricted cash

Net cash used by investing activities

Years Ended

December 31, December 31, December 31,

2016

2015

2014

(8,088) $ (16,123) $ (10,998)

237
224
365
—
—
61
(1,400)
317
(8,284)

251
367
(40)
218
971
548
(2,445)
(162)
(16,415)

(2,133)
(1,553)
8,436
4,750

(3,620)
(11,473)
29,961
14,868

339
29
1,718
(1)
—
(73)
417
(122)
(8,691)

(9,510)
(752)
974
(9,288)

GENERAL MOLY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

CASH FLOWS FROM FINANCING ACTIVITIES:

Stock proceeds, net of issuance costs
Cash contributions returned to POS-Minerals
Cash contributions received from POS-Minerals
Proceeds from unit offering
Increase in capitalized debt issuance costs
Repayment of Long-Term Debt
Net cash used by financing activities:

Net (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Equity compensation capitalized as development
Accrued portion of advance royalties
Conversion of Senior Convertible Promissory Notes
Non-Convertible Senior Promissory Notes Issued
Return of Contributions Payable to POS-Minerals
Reduction in Return of Contributions payable to POS-Minerals
Write off of debt issuance costs
Loan commitment costs
Noncash change in deposits on property, plant and equipment

(61)
(828)
—
—
—
(154)
(1,043)
(4,577)
13,047
8,470 $

3,813
(2,268)
—
—
—
(220)
1,325
(222)
13,269
13,047 $

(36)
—
1,348
8,535
(23)
(261)
9,563
(8,416)
21,685
13,269

35 $

500
—
—
—
—
—
—
(7)

155 $
500
(2,488)
1,340
36,000
(2,116)
(115)
—
74

443
500
—
—
—
—
—
472
(709)

The accompanying notes are an integral part of these consolidated financial statements

GENERAL MOLY, INC.
CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except number of shares and per share amounts)

Accumulated
Other

Common

Amount

Additional
Paid-In Capital Income (Loss)

Comprehensive Accumulated

Deficit

Total

Balances, December 31, 2013
Issuance of Units of Common Stock :
Issued pursuant to stock awards
Stock-based compensation
Issuance of Warrants
Debt issuance costs
Net loss for the year ended December
31, 2014
Balances, December 31, 2014
Issuance of Units of Common Stock:
Issued pursuant to stock awards
Stock-based compensation
Conversion of Senior Convertible
Promissory Notes
Debt issuance costs
Private Placement
Net loss for the year ended December
31, 2015
Balances, December 31, 2015
Issuance of Units of Common Stock:
Issued pursuant to stock awards
Stock-based compensation
Net loss for the year ended December
31, 2016
Balances, December 31, 2016

91,761,249 $

92 $

272,787 $

— $ (138,087) $ 134,792

439,408
—
—
—

—
—
—
—

(36)
2,161
786
(50)

—
—
—
—

(36)
2,161
786
(50)

—

92,200,657 $

—
92 $

—
275,648 $

—
(10,960)
— $ (149,047) $ 126,693

(10,960)

1,139,403
—

2,625,000
—
13,333,333

1
—

3
—
13

(90)
115

1,983
(80)
3,987

—
—

—
—
—

—
—

—
—
—

(89)
115

1,986
(80)
4,000

—

109,298,393 $

—
109 $

—
281,563 $

—
(15,223)
— $ (164,270) $ 117,402

(15,223)

1,312,894
—

2
—

(63)
400

—
—

(61)
400

—

110,611,287 $

—
111 $

—
281,900 $

—
(8,067)
— $ (172,337) $ 109,674

(8,067)

The accompanying notes are an integral part of these consolidated financial statements.

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 Mines Corporation 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 owned subsidiary of Idaho
General Mines, Inc. The Reincorporation was effected by merging Idaho General Mines, Inc. with and into General
Moly, with General Moly being the surviving entity. For purposes of the Company’s reporting status with the 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. Since that time, the Company has continued its efforts to both obtain financing for
and develop the Mt. Hope Project. However, the combination of financing delays and court proceedings has resulted in a
current suspension of development. We also continue to evaluate the copper resource of our Liberty molybdenum 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 our interest 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 2008 entered 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-owned subsidiary, 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

In addition, under the terms of the 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, since reduced to
$33.6 million as discussed below, of its capital contributions (“Return of Contributions”), with no corresponding
reduction in POS-Minerals’ ownership percentage. Effective January 1, 2015, as part of a comprehensive agreement
concerning the release of the reserve account described below, Nevada Moly and POS-Minerals agreed that the Return of
Contributions 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 the due
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 to December 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 shall compound quarterly, commencing on December 31,
2020 through the date of payment in full. Payments of accrued but unpaid interest, if any, shall be made on the
repayment date. Nevada Moly may elect, on behalf of the Company to cause the Company to prepay, in whole or in
part, the Return of Contributions at any time, without premium or penalty, along with accrued and unpaid interest, if any.

The original Return of Contributions amount due to POS-Minerals is reduced, dollar for dollar, by the amount

of capital contributions for equipment payments required from POS-Minerals under approved budgets of the LLC, as
discussed further below. As of December 31, 2016, this amount has been reduced by $2.4 million, consisting of 20% of
an $8.4 million principal payment made on milling equipment in March 2015, a $2.2 million principal payment made on
electrical transformers in April 2015, and a $1.2 million principal payment made on milling equipment in April 2016,
such that the remaining amount due to POS-Minerals is $33.6 million. If Nevada Moly does not fund its additional
capital contribution in order for the LLC to make the required return to POS-Minerals 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, from Nevada Moly, estimated to 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 unpaid Return 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, 2016, the aggregate amount of deemed capital contributions of both members
was $1,081.9 million.

Furthermore, the LLC Agreement authorizes POS-Minerals to put/sell its interest in the LLC to Nevada Moly

Effective January 1, 2015, Nevada Moly and POS-Minerals signed an amendment to the LLC agreement under

which a separate $36.0 million owed to Nevada Moly held by the LLC in a reserve account established in December
2012 is being released for the mutual benefit of both members related to the jointly approved Mt. Hope Project expenses
through 2020. In January 2015, the reserve account funded a reimbursement of contributions made 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 are now being 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. The balance of the reserve account at December 31, 2016 was $13.0 million.

Agreement with Hanlong

On December 20, 2010, we entered into a Stockholder Agreement (the “Stockholder Agreement”) with Hanlong

in connection with a Tranche 1 closing under a Securities Purchase Agreement dated March 4, 2010 (the “Purchase
Agreement”) between us and Hanlong.

The Purchase Agreement with Hanlong was terminated in August 2013, though certain provisions of the

Purchase Agreement and Stockholder Agreement remained in effect, and, as a result of the Tranche 1 closing, Hanlong
was entitled to nominate one director to our Board so long as it maintained at least a 10% fully diluted interest in the
Company. Hanlong’s ownership interest on a fully diluted basis has decreased to less than 6%. In February 2016, the
Governance and Nominating Committee of the Company’s Board of Directors determined it would not renominate the
Hanlong representative to the Board as its beneficial ownership of the Company’s common stock on a fully diluted basis
had fallen below 10%. As a result, the term of Hanlong’s designated director expired at the 2016 Annual Meeting in June
2016.

Agreement with AMER International Group (“AMER”)

Private Placement

In April 2015, the Company and AMER entered into a private placement for 40.0 million shares of the
Company’s common stock and warrants to purchase 80.0 million shares of the Company’s common stock, priced using
the trailing 90-day volume weighted average price (“VWAP”) of $0.50 on April 17, 2015, the date the Investment and

Securities Purchase Agreement (“AMER Investment Agreement”) was signed. General Moly received stockholder
approval of the transaction at its 2015 Annual Meeting.

On November 2, 2015, the Company and AMER entered into an amendment to the AMER Investment

The second tranche of the amended investment agreement will include a $6.0 million private placement

representing 12.0 million shares, priced at $0.50 per share. $5.0 million of the $6.0 million will be used for general
corporate purposes and $1.0 million will be set aside for the expense reimbursement account discussed above. Closing of
the second tranche is contingent on the Nevada State Engineer restoring permits for the Mt. Hope Project's water rights
and for the price of molybdenum to average in excess of $8/lb for a 30 consecutive calendar day period.

The third tranche of the amended investment agreement will include a $10.0 million private placement

representing 14.7 million shares, priced at $0.68 per share. Closing of the third tranche is contingent on a final
adjudication of the Mt. Hope Project's water rights through the Nevada courts or settlement, if further protests and
appeals result from the issuance of the water permits, and for the price of molybdenum to average in excess of $12/lb for
a 30 consecutive calendar day period. After the third tranche of the agreement closes, AMER will nominate a second
director to General Moly’s then eight member Board of Directors.

Term Loan

AMER has agreed to work cooperatively with the Company upon the return of improved molybdenum prices to
procure and support a Bank Loan of approximately $700 million from a major Chinese bank or banks for development of
the Mt. Hope Project. AMER will guarantee the Bank Loan, which is anticipated to have normal and customary
covenants and security arrangements.

When documentation is complete and drawdown of the approximately $700 million Bank Loan becomes

available, the AMER Warrants will become exercisable by AMER at $0.50. After drawdown of the Bank Loan, AMER
will be entitled to nominate a third Director to General Moly’s Board of Directors. All conditions under the warrant
agreement must be completed no later than April 17, 2017 in order for the warrants to vest and become exercisable,
pending potential renegotiation of the AMER Investment Agreement.

Molybdenum Supply Agreement

NOTE 2 — LIQUIDITY

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 combined with funds anticipated to be received from POS-Minerals in order to retain its 20%
membership interest. If we are unsuccessful in obtaining financing, we will not be able to proceed with the development
of the Mt. Hope Project.

Although hampered by the continuing low molybdenum prices, the Company continues its efforts to obtain full
financing of the Mt. Hope Project. On April 17, 2015, the Company announced the execution of the AMER Investment
Agreement. AMER has agreed to work with the Company to procure and support the Bank Loan for development of the
Mt. Hope Project, and to provide a guarantee for the Bank Loan. As discussed in Note 1, on November 30, 2015, the
Company announced receipt of funds to successfully close the first tranche of the amended AMER Investment
Agreement, resulting in a $4.0 million cash inflow to the Company.

There is no assurance that the Company will be successful in obtaining the 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.

We continue to work with our long-lead vendors to manage the timing of contractual payments for milling
equipment. The following table sets forth the LLC’s remaining cash commitments under these equipment contracts
(collectively, “Purchase Contracts”) at December 31, 2016 (in millions):

Year
2017
2018
2019
2020
Total

As of
December 31,
2016 *

0.4
—
1.4
0.4
2.2

* 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 $36.0 million reserve account, now $13.0 million as discussed above in Note 1, until such time
that the Company obtains financing for its portion 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 Moly and 20% by POS-Minerals. POS-
Minerals remains obligated to make capital contributions for its 20% portion of equipment payments required by
approved budgets of the LLC, and such amounts contributed by the reserve account 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, as
described under Note 1 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 or to cancellation of the respective purchase contract. In addition, the LLC may
proceed to selectively suspend, cancel or attempt to renegotiate additional purchase contracts if necessary to further
conserve cash. If the LLC cancels or breaches any contracts, the LLC will take all appropriate action to minimize any
losses, but could be subject to liability under the contracts or applicable law. 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’s interest in
the Mt. Hope Project.

Through December 31, 2016, the LLC has made deposits and/or final payments of $87.2 million on equipment
orders. Of these deposits, $70.4 million relate to fully fabricated items, primarily milling equipment, for which the LLC
has additional contractual commitments of $2.2 million noted in the table above. The remaining $16.8 million reflects

both partially fabricated milling equipment, and non-refundable deposits on mining equipment. As discussed in Note 12,
the mining equipment agreements remain cancellable with no further liability to the LLC. The underlying value and
recoverability of these deposits and our mining properties in our consolidated balance sheets are dependent on the LLC’s
ability to fund development activities that would lead to profitable production and positive cash flow from operations, or
proceeds from the sale of these assets. There can be no assurance that the LLC will be successful in generating future
profitable operations, selling these assets or that the Company will secure additional funding in the future on terms
acceptable to us or at all. Our consolidated financial statements do not include any adjustments relating to recoverability
and classification of recorded assets or liabilities.

With our cash conservation plan, our Corporate and Liberty related cash requirements have declined to

approximately $1.5 million per quarter, while all Mt. Hope Project related funding is payable out of the $36.0 million
reserve account, the balance of which was $13.0 million and $16.6 million at December 31, 2016 and 2015, respectively.
Accordingly, based on our current cash on hand and our ongoing cash conservation plan, the Company expects it will
have adequate liquidity in order to fund our working capital needs through early 2018. Additional potential funding
sources include public or private equity offerings, including closing or a negotiated acceleration of tranches 2 and 3 with
respect to the remaining $16.0 million investment from AMER described in Note 1, or sale of other 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 notes are representations of the Company’s management, which is responsible for their
integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United
States of America (“GAAP”) and have been consistently applied in the preparation of the financial statements.

Accounting Method

Our financial statements are prepared using the accrual basis of accounting in accordance with GAAP. With the

exception of the LLC, all of our subsidiaries are wholly owned. In February 2008, we entered into the LLC Agreement,
which established our ownership interest in the LLC at 80%. The consolidated financial statements include all of our
wholly owned subsidiaries and the LLC. The POS-Minerals contributions attributable to their 20% interest are shown as
Contingently Redeemable Noncontrolling Interest on the Consolidated Balance Sheet. The net loss attributable to
contingently redeemable noncontrolling interest is reflected separately on the Consolidated Statement of Operations and
reduces the Contingently Redeemable Noncontrolling Interest on the 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 2016, the
LLC had a $106,000 loss primarily associated with accretion of its reclamation obligations, of which $21,000 was
attributed to the Contingently Redeemable Noncontrolling Interest.

Reclassification of Prior Period Amounts

Certain prior period amounts have been reclassified to conform to the current period presentation.

Contingently Redeemable Noncontrolling Interest (“CRNCI”)

unless further extended by the members of the LLC as discussed above. As a result, we have reclassified the Return of
Contributions payable to POS-Minerals from CRNCI to a non-current liability at redemption value, and subsequently
reduced it by $2.1 million, consisting of 20% of an $8.4 million principal payment made on milling equipment in March
2015, a $2.2 million principal payment made on electrical transformers in April 2015, and a $1.2 million principal
payment made on milling equipment in April 2016, such that the remaining amount due to POS-Minerals is $33.6
million.

Estimates

The process of preparing consolidated financial statements requires the use of estimates and assumptions

regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ
from estimated amounts.

Asset Impairments

We evaluate the carrying value of long-lived assets to be held and used, using a fair-value based approach when
events and circumstances indicate that the related carrying amount of our assets may not be recoverable. The economic
environment and molybdenum and copper prices may be considered as impairment indicators for the purposes of these
impairment assessments. In accordance with U.S. GAAP, the carrying value of a long-lived asset is considered impaired
when the anticipated undiscounted cash flows from such asset is less than its carrying value. In that event, an
impairment charge will be recorded in our Consolidated Statement of Operations and Comprehensive Loss based on the
difference between book value and the estimated fair value of the asset computed using discounted future cash flows, or
the application of an expected fair value technique in the absence of an observable market price. Future cash flows
include estimates of recoverable quantities to be produced from estimated proven and probable mineral reserves,
commodity prices (considering current and historical prices, price trends and related factors), production quantities and
capital expenditures, all based on life-of-mine plans and projections. In estimating future cash flows, assets are grouped
at the lowest level for which identifiable cash flows exist that are largely independent of cash flows from other asset
groups. Generally, in estimating future cash flows, all assets are grouped at a particular mine for which there are
identifiable cash flows. While our 2016 impairment analysis did not result in any long-lived asset impairments, there can
be no assurance that there will not be asset impairments if commodity prices experience a sustained decline and/or if
there are significant downward adjustments to estimates of recoverable quantities to be produced from proven and
probable mineral reserves or production quantities, and/or upward adjustments to estimated operating costs and capital
expenditures, all based on life-of-mine plans and projections.

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 equivalent instruments are classified within Level 1 of the fair value hierarchy established by
FASB guidance for Fair Value Measurements because they are valued based on quoted market prices in active markets.

We consider all restricted cash, inclusive of the reserve account discussed above, the loan procurement account

and reclamation surety bonds, to be long-term.

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 during the period. The weighted average number of shares was calculated by taking the

number of shares outstanding and weighting them by the amount of time that they were outstanding. Outstanding
awards as of December 31, 2016, 2015, and 2014, respectively, were as follows:

Warrants
Shares Issued upon conversion of Senior Notes
Stock Options
Unvested Stock Awards
Stock Appreciation Rights

December 31, 2016 December 31, 2015 December 31, 2014
9,535,000
8,535,000
271,112
1,723,328
1,923,144

89,535,000
5,910,000
45,002
1,658,673
1,402,186

89,535,000
5,910,000
—
1,105,435
1,269,101

These awards were not included in the computation of diluted loss per share for the twelve months ended

December 31, 2016, 2015, and 2014, respectively, because to do so would have been anti-dilutive. Therefore, basic loss
per share is the same as diluted loss per share.

Mineral Exploration and Development Costs

All exploration expenditures are expensed as incurred. Significant property acquisition payments for active

exploration properties are capitalized. If no economic ore body is discovered, previously capitalized costs are expensed
in the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing
ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on a units-of-production basis
over proven and probable reserves.

Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to the

consolidated statement of operations the allocable portion of capitalized costs attributable to properties sold. Capitalized
costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project
area.

Mining Properties, Land and Water Rights

Costs of acquiring and developing mining properties, land and water rights are capitalized as appropriate by

project area. Exploration and related costs and costs to maintain mining properties, land and water rights are expensed as
incurred while the property is in the exploration and evaluation stage. Development and related costs and costs to
maintain mining properties, land and water rights are capitalized as incurred while the property is in the development
stage. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-
production basis over proven and probable reserves. Mining properties, land and water rights are periodically assessed
for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is
abandoned or sold, a gain or loss is recognized and included in the consolidated statement of operations.

The Company has capitalized royalty payments made to Mt. Hope Mines, Inc. (“MHMI”) (discussed in Note 12

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 and equipment are depreciated using the following estimated useful lives:

Field equipment
Office furniture, fixtures, and equipment
Vehicles
Leasehold improvements
Residential trailers
Buildings and improvements

Four to ten years
Five to seven years
Three to five years
Three years or the term of the lease, whichever is shorter
Ten to twenty years
Ten to twenty seven and one-half years

At December 31, 2016 and 2015, accumulated depreciation and amortization was $2.2 and $2.1 million,

respectively.

Senior Convertible Promissory Notes and other Long-Term Debt

In December 2014, the Company sold and issued $8.5 million in units consisting of convertible promissory

notes (the "Convertible Notes") and warrants to purchase shares of our common stock (the “Notes Warrants”) to
accredited investors, including several directors and officers of the Company, pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended, and Rule 506 thereunder. The Convertible Notes are unsecured obligations and are
senior to any of the Company's future secured obligations to the extent of the value of the collateral securing such
obligations.

The Convertible 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 31. The Convertible 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 on the 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 the Convertible Notes. Each Note will convert into a maximum of 100 shares per note, resulting in the issuance of up
to 8,535,000 shares. General Moly’s named executive officers and board of directors who participated in the offering are
restricted from converting at a price less than $0.32, the most recent closing price at the time that the Convertible Notes
were issued. The Convertible Notes are mandatorily redeemable at par plus the present value of remaining coupons upon
(i) the availability of cash from a financing for the Mt. Hope Project or (ii) any other debt 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
Convertible Notes at par plus the present value of remaining coupons. The Company has the right to redeem the
Convertible 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. As of
December 31, 2016, an aggregate of $2.6 million of Convertible Notes had been converted into 2,625,000 shares of
common stock and $1.3 million of non-convertible Senior Promissory Notes, resulting in a $0.2 million annual reduction
in interest payments made by the Company in the servicing of the Convertible Notes, as further discussed in Note 6
below.

The Company evaluates its contracts for potential derivatives. See Note 6 for a description of the Company’s

accounting for embedded derivatives and the Convertible Notes.

The Company additionally has certain debt related to a land mortgage. It is classified as current as all payments

are contractually required to be made within the next twelve months.

Debt issuance costs incurred in connection with the Company’s debt financings have been capitalized and are
being amortized over the stated maturity period or estimated life of the related debt, using the effective interest method.

Provision for Taxes

Income taxes are provided based upon the asset and liability method of accounting. Under this approach,

deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of
assets and liabilities and their financial reporting amounts at each year-end. In accordance with authoritative guidance
under Accounting Standards Codification (“ASC”) 740, Income Taxes, a valuation allowance is recorded against the
deferred tax asset if management does not believe the Company has met the “more likely than not” standard to allow
recognition of such an asset.

Reclamation and Remediation

Expenditures for ongoing compliance with environmental regulations that relate to current operations are

expensed or capitalized as appropriate. Future obligations to retire an asset, including site closure, dismantling,
remediation and ongoing treatment and monitoring, are recorded as a liability at fair value at the time of construction or
development. The fair value determination is based on estimated future cash flows, the current credit-adjusted risk-free
discount rate and an estimated inflation factor. The value of asset retirement obligations is evaluated on an annual basis
or as new information becomes available 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 amount of the associated asset and this additional carrying
amount will be depreciated or amortized over the estimated life of the asset upon the commencement of commercial
production. An accretion cost, representing the increase over time in the present value of the liability, will also be

recorded each period as accretion expense upon the commencement of commercial production. As reclamation work is
performed or liabilities are otherwise settled, the recorded amount 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. The Company uses the Black-Scholes model to determine the fair value of stock-based
awards under authoritative guidance for Stock-Based Compensation. For stock based compensation that is earned upon
the satisfaction of a service condition, the cost is recognized on a straight-line basis (net of estimated forfeitures) over the
requisite vesting period (up to three years). Awards expire five years from the date of vesting.

Further information regarding stock-based compensation can be found in Note 9 — “Equity Incentives.”

Warrants

The Company has issued warrants in connection with several financing transactions and uses the Black-Scholes

model or a lattice to determine the fair value of these transactions based on the features included in each.

Recent Accounting Pronouncements

Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting

In March 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, Compensation – Stock

Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The update aims to
simplify several aspects of the accounting for share-based payment transactions, including income tax consequences,
classification of awards as either equity or liabilities, and classification on the statement of cash flows. The company is
currently reviewing the standard to determine the impact on its financial statements.

Leases (Topic 842)

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The update aims to increase

transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet
and disclosing key information about leasing arrangements. The company is currently reviewing the standard to
determine the impact on its financial statements.

Going Concern

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern
(“ASU 2014-15”), which would require disclosure of uncertainties about an entity’s ability to continue as a going
concern. The new guidance is effective for the annual period ending after December 15, 2016. We adopted ASU 2014-
15 as of December 31, 2016 which did not have a significant impact on our financial statement disclosures.

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. We also 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 updated Technical Report on the Mt. Hope Project using Canadian Instrument NI 43-101
guidelines, which provided data on the viability and expected economics of the project. This report adjusts the reserves
and mineralized material to an $8.00/lb Mo pit.

Liberty Project. We are currently in the process of exploration and evaluation of the Liberty Project. In July
2014, the Company published an updated 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 fee simple land in the Little Pine Creek area of Shoshone County, Idaho, (b) six
patented mining claims known as the Chicago-London group, located near the town of Murray in Shoshone
County, Idaho, (c) 34 unpatented mining claims in Marion County, Oregon, known as the Detroit property and (d) 83
unpatented mining claims in Sanders and Madison County, Montana. The costs associated with these claims and
properties are minimal and primarily relate to claim fees and property taxes.

Summary. The following is a summary of mining properties, land and water rights at December 31, 2016 and

2015 (in thousands):

Mt. Hope Project:

Development costs
Mineral, land and water rights
Advance Royalties
Total Mt. Hope Project
Total Liberty Project
Other Properties
Total

December 31,

2016

2015

171,892 $

11,324
30,300
213,516
9,689
81
223,286 $

169,735
11,324
29,800
210,859
9,695
81
220,635

Development costs and Deposits on project property, plant and equipment

Development costs of $171.9 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 $87.2 million represent ongoing progress
payments on equipment orders fort the custom-built grinding and milling equipment, related electric mill drives, and
other processing equipment that require the longest lead times.

NOTE 5 — ASSET RETIREMENT OBLIGATIONS

Asset retirement obligations arise from the acquisition, development, construction and normal operation of

mining property, plant and equipment due to government controls and regulations that protect the environment, and are
primarily related to closure and reclamation of mining properties. The exact nature of environmental issues and costs, if
any, which the Company or the LLC may encounter in the future are subject to change, primarily because of the
changing character of environmental requirements that may be enacted by governmental authorities.

The following table shows asset retirement obligations for future mine closure and reclamation costs in

connection with the Mt. Hope Project and within the boundaries of the Plan of Operations (“PoO”):

At January 1, 2015
Accretion Expense
Adjustments*
At December 31, 2015
Accretion Expense
Adjustments*

At December 31, 2016

(in thousands)

1,077
72
(91)
1,058
80
316
1,454

* Includes additions, 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 undiscounted estimated reclamation costs associated with current disturbance under the PoO at the Mt.
Hope Project were $5.7 million at December 31, 2016, inclusive of $2.6 million for mitigation of sage grouse habitat that
would be affected by development of the Mt. Hope Project. Increases in ARO 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 and reclamation 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 of financial assurance. As of December 31,
2016, the LLC had provided the appropriate regulatory authorities with $2.8 million in reclamation financial guarantees
through the posting of surety bonds for reclamation of the Mt. Hope Project as approved in the ROD. As of
December 31, 2016, we had $0.3 million in cash deposits associated with these bonds and an additional $0.4 million in a
long-term funding mechanism, which are specific to the PoO disturbance and accounted for as restricted cash and are
unrelated to the inflated and undiscounted liability referenced above.

The LLC has a smaller liability at the Mt. Hope Project for disturbance associated with exploration drilling

which occurred outside the PoO boundaries. The LLC has not discounted this reclamation liability as the total amount is
approximately $0.1 million.

Total restricted cash for surety bond collateral requirements and other long-term reclamation obligations at the

Mt. Hope Project equal $0.7 million. Another $0.1 million in cash collateral is associated with surety bonds at the
Liberty Project.

The Company’s Liberty Project is currently in the exploration stage. As the Company is not currently
performing any exploration activity at the Liberty Project, the reclamation liability incurred for historical exploration of
approximately $0.1 million has not been discounted and is shown in the table below.

At January 1, 2015
Adjustments *
At December 31, 2015
Adjustments *
At December 31, 2016

* Includes reduced / reclaimed disturbance

NOTE 6 — CONVERTIBLE SENIOR NOTES

Mt. Hope Project

outside PoO
boundary

Liberty

(in thousands)
81
(59)
22 $
(7)
15 $

118
—
118
—
118

In December 2014, the Company sold and issued 85,350 Units of Convertible Senior Notes (the “Notes”) with
warrants (the “Warrants”) to qualified buyers 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 several directors and each of our named executive
officers. 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 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 two instruments. This resulted in recording $0.8 million in Additional Paid In
Capital for the relative fair 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 Company recognized $0.4
million as Debt Issuance Costs to be amortized over the expected redemption period, and $0.1 million recognized as a
reduction to Additional 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, and December 31. The Notes mature on December 26, 2019 unless earlier redeemed,
repurchased or converted. The Company may redeem 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 accrued but unpaid interest through the
date of redemption and (ii) the present value of the remaining scheduled interest payments discounted to the maturity
date at the annual percentage yield on U.S. Treasury securities with maturity similar to the notes plus 25 basis points (the
“Optional Redemption”). The Notes are mandatorily 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 other debt 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 Notes
at 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 on the 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 this note. 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 participated in the offering are restricted from
converting at 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 amount of the Notes to be repurchased plus accrued and unpaid interest, including
contingent interest and additional amounts, if any. Examples of a “fundamental change” include the reclassification of
the common stock, consolidation or merger of the Company with another entity or sale of all or substantially all of the
Company’s assets.

During the year ended December 31, 2015, certain holders of the Convertible Notes, including both directors

and named executive officers of the Company, elected to convert notes totaling $2.6 million, reducing the principal
balance of the Convertible Notes to $5.9 million. Upon conversion, the Convertible Notes holders received 2,625,000
shares of common stock, at conversion prices ranging from $0.3462 to $0.5485, and were issued non-convertible Senior
Promissory Notes (“Promissory Notes”) of $1.3 million, pursuant to the terms of the share maximum provision of the
Conversion Option. The Promissory Notes have identical terms to the Convertible Notes, with the exception that the
holder no longer has a Conversion Option. Accordingly, the Promissory Notes bear interest equal to 10.0% per annum,
payable in cash quarterly in arrears on each March 31, June 30, September 30, and December 31 and mature on
December 26, 2019. The conversions resulted in a $0.2 million annual reduction in interest payments made by the
Company in the servicing of the Notes.

Based on the redemption and conversion features discussed above, the Company determined that there were
embedded derivatives that require bifurcation from the debt instrument and accounted for under ASC 815. Embedded
derivatives are separated from the host contract, the Notes, and carried at fair value when: (a) the embedded derivative
possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host
contract; and (b) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument. The
Company has concluded that the Mandatory Redemption and Conversion Option features embedded within the Notes
meet these criteria and, as such, must be valued separate and apart from the Notes as one embedded derivative and
recorded at fair value each reporting period (the “Embedded Derivatives”).

A probability-weighted calculation was utilized to estimate the fair value of the Mandatory Redemption.

The Company used a binomial lattice model in order to estimate the fair value of the Conversion Option in the
Notes. A binomial lattice model generates two probable outcomes, arising at each point 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 at each
decision point. Within the lattice model, the Company assumes that the Notes will be converted early if the conversion
value is greater than the holding value.

As of December 31, 2016 and 2015, respectively, the carrying value of the Convertible Notes, absent the

embedded derivatives, was $5.5 million and $5.3 million inclusive of an unamortized debt discount of $0.4 million and
$0.6 million, all of which is considered long term debt. The fair value of the Convertible Notes was $7.1 million and
$7.5 million at December 31, 2016 and 2015, respectively. As of December 31, 2016 and 2015, the carrying value of the
Promissory Notes was $1.3 million and $1.3 million, respectively. The fair value of the Promissory Notes was $1.0
million and $1.1 million at December 31, 2016 and 2015, respectively.

The embedded derivatives recorded in Senior Convertible Promissory Notes at fair value were $0.1 million and

$0.2 million at December 31, 2016 and 2015, respectively. The changes in the estimated fair value of the embedded
derivatives during the year ended December 31, 2016 resulted in a gain of $0.1 million. Gain or loss on embedded
derivatives is recognized as Interest Expense in 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 certain inputs into the valuation models can have a significant impact on changes in the
estimated fair value. For example, the estimated fair value of the embedded derivatives will generally decrease with: (1)
a decline in the stock price; (2) increases in the estimated stock volatility; and (3) an increase in the estimated credit
spread.

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 stock volatility; (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:

Stock Price

Maturity Date

Risk-Free Interest Rate
Estimated Stock Volatility
Default Intensity
Recovery Rate

0.20 $

0.25 $

December 31, 2016 December 31, 2015 December 26, 2014
0.64
$
December 31,
2019
1.75%
40.00%
2.00%
30.00%

December 31,
2019
1.54%
40.00%
2.00%
30.00%

December 31,
2019
1.47%
40.00%
2.00%
30.00%

Type of Event

Mandatory Redemption
Conversion Option
Note Reaches Maturity

Expected Date
October 17, 2018
March 31, 2019
December 31, 2019

Probability of Event

80%
10%
10%

NOTE 7 —COMMON STOCK AND COMMON STOCK WARRANTS

During the year ended December 31, 2016, 1,312,894 shares of common stock were issued pursuant to stock

awards under the 2006 Equity Incentive Plan.

During the year ended December 31, 2015, 1,139,403 shares of common stock were issued pursuant to stock

awards under the 2006 Equity Incentive Plan. Additionally, we issued 2.6 million shares upon the conversion of certain
Senior Convertible Promissory Notes in February and April 2015 and 13.3 shares of common stock to AMER upon
closing of the amended Investment Agreement in November 2015.

During the year ended December 31, 2014, 439,408 shares of common stock were issued pursuant to stock

awards.

2016:

The following is a summary of common stock warrant activity for each of the three years ended December 31,

Balance at December 31, 2013
Issuance of new warrants
Balance at December 31, 2014
Issuance of new warrants
Balance at December 31, 2015
Balance at December 31, 2016
Weighted average exercise price

Number of Shares
Under
Warrants

1,000,000
8,535,000
9,535,000
80,000,000
89,535,000
89,535,000
0.60

Exercise Price

5.00
1.00
1.00 to 5.00
0.50
0.50 to 5.00
0.50 to 5.00

$
$
$
$
$
$

On December 26, 2014, the Company issued 8.5 million Notes Warrants in connection with the private
placement of its Convertible Notes at a price of $1.00 per share and had a relative fair value of $0.8 million. In addition,

the $0.8 million value placed on the Notes Warrants was considered a debt discount and is to be amortized over the
expected redemption period.

On November 2, 2015, the Company issued 80.0 million warrants to AMER in connection with the closing of
the amended Investment Agreement at a price of $0.50 per share and a relative fair value of $0.5 million, resulting in an
entry to additional paid-in capital.

Of the warrants outstanding at December 31, 2016, 8.5 million are exercisable at $1.00 per share at any time

from June 26, 2015 through their expiration on December 26, 2019, 1.0 million are exercisable at $5.00 per share once
General Moly has received financing necessary for the commencement of commercial production at the Mt. Hope
Project and will expire one year thereafter, and the 80.0 million AMER Warrants become exercisable upon availability
of the Bank Loan prior to April 17, 2017, as described in Note 1 above. Should the vesting condition not be met on the
AMER Warrants prior to April 17, 2017, pending potential renegotiation of the AMER Investment Agreement and
extension of the April 17th deadline, the warrants will expire.

Pursuant to our amended Certificate of Incorporation, approved by the stockholders at the general meeting of

June 30, 2015, we are authorized to issue 650.0 million shares of $0.001 par value common stock. All shares have equal
voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and therefore, the holders
of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company. The
Certificate of Amendment was filed in Delaware on July 14, 2015.

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. The authorized but unissued shares of preferred stock may be issued in designated series from
time to time by one or more resolutions adopted by the Board. The Board has the authority to determine the preferences,
limitations and relative rights of each series of preferred stock. At December 31, 2016, and 2015, 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 Equity Incentive Plan (“2003 Plan”). In May 2010, our shareholders approved an amendment to
the 2006 Plan increasing the number of shares that may be issued under the plan by 4,500,000 shares to 9,600,000
shares. In June 2016, our shareholders approved an additional amendment to the 2006 Plan increasing the number of
shares that may be issued under the plan by 5,000,000 shares to 14,600,000 shares. The 2006 Plan authorizes the Board,
or a committee of the Board, to issue or transfer up to an aggregate of 14,600,000 shares of common stock, of which
5,975,856 remain available for issuance as of December 31, 2016. Awards under the 2006 Plan may include incentive
stock options, non-statutory stock options, restricted stock units, restricted stock awards, and stock appreciation rights
(“SARs”). At the option of the Board, SARs may be settled with cash, shares, or a combination of cash and shares. The
Company settles the exercise of other stock-based compensation with newly issued common shares.

Stock-based compensation cost is estimated at the grant date based on the award’s fair value as calculated by

the Black-Scholes option pricing model and is recognized as compensation ratably on a straight-line basis over the
requisite vesting/service period. As of December 31, 2016, there was $0.8 million of total unrecognized compensation
cost related to share-based compensation arrangements, which is expected to be recognized over a weighted-average
period of 2.4 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 an exercise price equal to or greater than the Company’s closing stock price on the date
of grant. Both award types vest over a period of zero to three years with a contractual term of five years after vesting.
The Company estimates the fair value of stock options and SARs using the Black-Scholes valuation model. Key inputs
and assumptions used to estimate the fair value of stock options and SARs include the grant price of the award, expected
option term, volatility of the Company’s stock, the risk-free rate and the Company’s dividend yield. The following table

presents the weighted-average assumptions used in the valuation and the resulting weighted-average fair value per option
or SAR granted:

For the Year Ended December 31:
Expected Life *
Interest Rate+
Volatility **+
Dividend Yields
Weighted Average Fair Value of Stock Appreciation
Rights Granted During the Year

2016

3.5 to 6.0 years
0.67% to 1.37%
80.25% to 84.92%

—

2015
3.5 to 6.0 years
0.36% to 1.37%
62.04% to 85.97%
—

2014
3.5 to 6.0 years
0.58% to 1.37%
70.31% to 92.76%
—

—

* The expected life is the number of years that the Company estimates, based upon history, that options or SARs will be

outstanding prior to exercise or forfeiture.

** The Company’s estimates of expected volatility are principally based on the historic volatility of the Company’s

common stock over the most recent period commensurate with the estimated expected life of the Company’s stock
options and other relevant factors.

+ The interest rate and volatility used by the Company in calculating stock compensation expense represent the values

in effect at the date of grant for all awards.

At December 31, 2016, the aggregate intrinsic value of outstanding and exercisable (fully vested) options and

SARs was nil and had a weighted-average remaining contractual term of 1.5 years. The total intrinsic value of both
options and SARs exercised during the years ended December 31, 2016, 2015 and 2014 was nil in all 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 period to officers and employees, or to Board members and the Company Secretary
without any service requirement. Performance based grants are recognized as compensation based on the probable
outcome of achieving the performance condition. Stock Awards issued to members of the Board and the Company
Secretary that are fully vested at the time of issue are recognized as compensation upon grant of the award.

The compensation expense recognized by the Company for Stock Awards is based on the closing market price

of the Company’s common stock on the date of grant. For the years ended December 31, 2016, 2015 and 2014 the
weighted-average grant date fair value for Stock Awards was $0.18, $0.49, and $1.42, respectively. The total fair value
of stock awards vested during 2016 and 2015 is $0.3 million and $0.5 million, respectively.

Summary of Equity Incentive Awards

The following table summarizes activity under the Plans during the year ended December 31, 2016:

Stock Options

SARs

Stock Awards

Balance at January 1, 2016
Awards Granted
Awards Exercised or Earned
Awards Forfeited
Awards Expired
Balance at December 31, 2016

Weighted
Average
Exercise
Price
8.36
—
—
—
8.36
—

Average
Number of Shares Strike
Price
Under Option

Weighted Number
of Shares
Under
Option

Weighted
Average
Grant
Price

Number of

Shares
1,658,673
45,002 $ 2.93 1,402,186 $ 1.73
0.18
801,986
0.47 (1,355,224)
—
—
1,105,435

—
—
—
—
(1,106)
1.15
(131,979)
1.84
3.05 1,269,101

—
—
—
(45,002)
—

—
—
2.16

Exercisable at December 31, 2016

—

2.15

224,745

A summary of the status of the non-vested awards as of December 31, 2016 and changes during the year ended

December 31, 2016 is presented below.

Stock Options

SARs

Stock Awards

Balance at January 1, 2016
Awards Granted
Awards Vested or Earned
Awards Forfeited
Balance at December 31, 2016

Weighted
Average
Fair
Value
$

—
—
—
—
$ —

Number of Shares
Under Option

Weighted Number
of Shares
Under
Option

Average
Fair
Value

Weighted
Average
Fair
Value

Shares
1,658,673
— $ 3.21 1,058,436 $ 1.73
0.18
—
801,986
0.47 (1,355,224)
—
—
—
1,105,435
—

—
—
(12,974)
1.15
1.15
(1,106)
3.24 1,044,356

—
2.16

Number of

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 and
Capitalized related to Equity Incentives for the
Year Ended December 31 (in thousands):
Stock Options*
SARs

Performance based
Vesting over time

Stock Awards:

Performance based*
Vesting over time
Board of Directors and Secretary

Total
Included in:

Capitalized as Development

Expensed

2016

— $

2015
(431) $

2014

—

128
4

(136)
5

382
34

208
24
36
400 $

454
119
104
115 $

1,160
450
135
2,161

35
365
400 $

155
(40)
115 $

443
1,718
2,161

* The Company recorded significant forfeitures during 2015 related to unvested options of terminated employees and
performance-based restricted 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 tax benefit is not recorded at the time the compensation cost related to the options is
recorded for book purposes due to the fact that an ISO does not ordinarily result in a tax benefit unless there is a
disqualifying disposition. Stock option grants of non-qualified options result in the creation of a deferred tax asset,
which is a temporary difference, until the time that the option is exercised. Any excess tax benefits from non-qualified
stock option exercises are not recorded until the tax deduction reduces income tax payable.

NOTE 10 — CHANGES IN CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST (CRNCI)

Changes CRNCI (Dollars in thousands)
Total CRNCI December 31, 2015 and 2014, respectively

Capital Contributions Attributable to CRNCI
Return of Contributions
Return of Contributions Attributable to CRNCI
Net Loss Attributable to CRNCI

Total CRNCI December 31, 2016 and 2015, respectively

NOTE 11 — INCOME TAXES

Activity for Year Ended

December 31,
2016

December 31,
2015

173,265 $
243
—
(828)
(21)
172,659 $

210,317
2,116
(36,000)
(2,268)
(900)
173,265

At December 31, 2016 and 2015 we had deferred tax assets principally arising from the net operating loss carry

forwards for income tax purposes multiplied by an expected rate of 35%. As management of the Company cannot
determine that it is not more likely than not that we will realize the benefit of the deferred tax assets, a valuation
allowance equal to the net deferred tax asset has been established at December 31, 2016 and 2015. The significant
components of the deferred tax asset at December 31, 2016 and 2015 were as follows (in thousands):

Operating loss carry forward
Unamortized exploration expense
Fixed asset depreciation
Deductible stock based compensation
Other
Deductible temporary difference
Taxable temporary difference — Investment in EMLLC
Senior convertible notes debt discount
Net deductible temporary difference
Deferred tax asset
Deferred tax asset valuation allowance
Net deferred tax asset

December 31, December 31,

$
$
$
$
$
$
$

2016
252,671 $
5,368
—
5,184
202
263,425 $
(129,639) $
(2,826)
130,960 $
45,836 $
(45,836) $
— $

2015
237,375
6,221
(227)
1,630
177
245,176
(127,325)
(1,916)
115,935
40,577
(40,577)
—

At December 31, 2016 and December 31, 2015 we had net operating loss carry-forwards of approximately

$252.7 million and $237.4 million, respectively, which expire in the years 2021 through 2034. The change in the
allowance account from December 31, 2015 to December 31, 2016 was $5.3 million.

As of December 31, 2016 and December 31, 2015, the Company had no unrecognized tax benefits. There was
no change in the amount 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 lapses of applicable statues of limitations.

The Company and/or its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state

jurisdictions. Without exception, the Company is no longer subject to U.S. Federal, state and local income tax
examinations by tax authorities for years before 2013. 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 Project is owned/leased and will be operated by the LLC under the LLC Agreement. The LLC

currently has a lease (“Mt. Hope Lease”) with MHMI for a period of 30 years from October 19, 2005 and for so long
thereafter as operations 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 lease and failure to cure such breach. If the LLC terminates the lease, termination
is effective 30 days after receipt by MHMI of written notice to terminate the 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 due to a
material breach, representation, warranty, covenant or term contained in the Mt. Hope Lease and followed by a failure to
cure such breach within 90 days of receipt of a notice of default. MHMI may also elect to terminate the Mt. Hope Lease
if the LLC has not cured the non-payment of obligations under the lease within 10 days of receipt of a notice of default.
In order to maintain 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% of the expected capital to be used for
those certain construction capital costs defined in the Mt. Hope Lease. Through December 31, 2016, we have paid $24.6
million of the total royalty advance. Based on our Mt. Hope Project capital budget we estimate that a final reconciliation
payment on the Capital Construction Cost Estimate (the “Estimate”) will be due following the commencement of
commercial production, after as-built costs are definitively determined. The Company estimates, based on the revised
capital estimate discussed above and the current timeline for the commencement of commercial production, that an
additional $4.2 million will be due approximately 24 months after the commencement of construction. This amount was
accrued as of December 31, 2016. The capital estimates may be subject to escalation in the event the Company
experiences continued delays in achieving full financing 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 for any year wherein commercial production has not been achieved or the MHMI
Production Royalty (as hereinafter defined) is less than $0.5 million. As commercial production is not anticipated to
commence before late-2019, the Company has accrued $1.5 million in Annual Advance Royalty payments which will be
due in three $0.5 million installments in October 2017, 2018 and 2019, respectively. An additional installment of $0.5
million was paid in October 2016. The Estimate and the Annual Advance Royalty are collectively referred to as the
“Advance Royalties.” All Advance Royalties are credited against the MHMI Production Royalties once the mine has
achieved commercial production. After the mine begins production, the LLC estimates that the MHMI Production
Royalties will be in excess of the Annual Advance Royalties for the life of the Mt. Hope Project 50%. Until the advance
royalties are fully credited, the LLC will pay one half of the calculated Production Royalty annually. Assuming a $12
molybdenum price, the Annual Advance Royalties are consumed within the first five years of commercial production.

Deposits on project property, plant and equipment

As discussed in Note 2, the LLC has active orders with varying stages of fabrication on milling process
equipment comprised of two 230kV primary transformers and substation, a primary crusher, a semi-autogenous mill, two
ball mills, and various motors for the mills with remaining cash commitments of $2.2 million due on these orders.

Equipment and Supply Procurement

Through December 31, 2016, the LLC has made deposits and/or final payments of $87.2 million on equipment
orders, has spent approximately $198.6 million for the development of the Mt. Hope Project, for a total Mt. Hope Project
inception-to-date spend of $285.8 million.

In 2012, the LLC issued a firm purchase order for eighteen haul trucks. The order provides for delivery of those

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 pricing was subject to escalation if the drills were not delivered by the end of 2013. Since
that time, the LLC has accepted a change order which delayed delivery into December 2017. 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

inflation indexes and guarantees production slots to ensure that the equipment is available when required by the LLC.
Since that time, the parties have agreed to extend the letter of intent through December 31, 2018.

Obligations under capital and operating leases

We have contractual operating leases that will require a total of $0.1 million in payments over the next three

years. Operating leases consist primarily of rents on office facilities and office equipment. Our expected payments are
$0.1 million, nil, and nil for the years ended December 31, 2017, 2018, and 2019, 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 million Sustainability 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. The Trust will be tasked with developing and
implementing programs that will serve to enhance the sustainability and well-being of the agricultural economy in the
Diamond Valley Hydrographic Basin through reduced water consumption.

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 December 31, 2016, 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 the commencement of new operations. The LLC was required to obtain approval, in the
form of a Record of Decision (“ROD”), from the BLM to implement the Mt. Hope Project Plan of Operations (“PoO”).
The LLC was also required to obtain various state and federal permits including, but not limited to, water protection, air
quality, water rights and reclamation permits. In addition to requiring permits for the development of the Mt. 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 often involving public hearings and substantial expenditures. The duration
and success of the LLC’s efforts to obtain, modify or renew permits will be contingent upon 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
be permitted and the interpretation of applicable requirements implemented by the permitting authority. All necessary
permits may not be obtained and, if obtained, may not be renewed, or the costs involved in each case may exceed those
that we previously estimated. 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. On

April 23, 2015, the BLM issued a Finding of No Significant Impact (“FONSI”) supporting their Decision to approve an
amendment to the PoO. The ROD and FONSI/Decision approve the PoO and amended PoO, respectively, for
construction and operation of the mining and processing facilities and also grant the Right-of-Way, and amended Right-
of-Way, respectively, for a 230kV power transmission line, discussed below. Monitoring and mitigation measures
identified in the ROD and FONSI, developed in collaboration with the regulatory agencies involved throughout the
permitting process, will avoid, minimize, and mitigate environmental impacts, and reflect the Company’s commitment to
be good stewards of the environment.

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 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
Preliminary Injunction. The District Court allowed the LLC to intervene in the matter.

On June 17, 2014, the LLC submitted an amendment to the approved PoO to reflect minor design changes that
were identified during continued engineering and the initial phases of construction, and on November 6, 2014, submitted
minor revisions to the amendment. The BLM prepared an Environmental Assessment (“EA”) to evaluate the
environmental impacts of the PoO amendment, and on April 23, 2015, issued a Finding Of No Significant Impact
(“FONSI”) supporting their decision to approve the PoO amendment. Ongoing changes to permits and the PoO during
the life of mining operations are typical as design evolves and operations are optimized.

On July 23, 2014, the District Court denied Plaintiffs’ motion for summary judgment in its entirety and on

August 1, 2014 the Court entered judgment in favor of the Defendants and the LLC, and against Plaintiffs regarding all
claims raised in the Complaint.

Thereafter, on September 22, 2014, the Plaintiffs filed their notice of appeal to the U.S. Court of Appeals for the

Ninth Circuit (“Ninth Circuit”) of the U.S. District Court’s dismissal. Oral argument of the parties before the Ninth
Circuit was completed on October 18, 2016. On December 28, 2016, the Ninth Circuit issued its Opinion rejecting many
of the arguments raised by the Plaintiffs challenging the Environmental Impact Statement ("EIS") completed for the Mt.
Hope Project, issuing a narrow reversal of the BLM's findings related to air quality analysis. Because of this technical
deficiency, the Court vacated the ROD, and is requiring the BLM to conduct additional evaluation of air quality impacts
and resulting cumulative impact analysis under the National Environmental Policy Act ("NEPA"). The Company is
confident in the BLM’s process and working closely with the agency to resolve concerns with air quality baseline studies
raised by the Ninth Circuit, and looks forward to completing the necessary public review to receive a new ROD for the
eventual construction and operation of the Mt. Hope Project.

Environmental regulations related to reclamation require that the cost for a third-party contractor to perform

reclamation activities on the minesite be estimated. The original $75.1 million reclamation cost estimate was the basis
for the required financial guarantee amount, and represents the reclamation obligation for the first phase (approximately
equivalent to the first 3 years) of operations. The LLC was required to post a financial instrument held by the BLM to
provide a guarantee that this amount will be available to the BLM and NDEP for use in conducting reclamation should
the LLC become insolvent or default on our reclamation obligations. As a result of delays in financing for the
construction of the Mt. Hope Project, we submitted a second PoO amendment to BLM in October, 2015, to reduce our
reclamation liability to current surface disturbance. Simultaneously, we submitted an application to NDEP-BMRR to
modify the Reclamation Permit to reflect this reduced reclamation liability. On October 26, 2015, NDEP-BMRR
approved the proposed permit modification, including the reduced reclamation liability amount. On December 21,
2015, BLM approved the PoO amendment, including the reduction of the reclamation liability to approximately $2.8
million. Thereafter, we worked with the LLC’s reclamation surety underwriters to satisfy the reduced $2.8 million
financial guarantee requirements for the Mt. Hope Project. As of September 30, 2016, the surety bond program is
funded with a cash collateral payment of $0.3 million, a reduction from the $4.6 million established in November 2014,
resulting in a $4.3 million return of collateral received by the LLC in February 2016.

Water Rights Considerations

In July 2011 and June 2012, respectively, the Nevada State Engineer (“State Engineer”) granted all water

On September 18, 2015, the Nevada Supreme Court issued an Order that reversed and remanded the cases to the

sufficient evidence in the record at the time he granted the water permits to demonstrate that successful mitigation may
be undertaken so as to dispel the threat to existing water rights holders.

Notwithstanding the pendency of the appeal to the Nevada Supreme Court, the Company is working, as

Environmental Considerations

Our mineral property holdings in Shoshone County, Idaho include lands contained in mining districts that have

been designated as a “Superfund Site” pursuant to the Comprehensive Environmental Response, Compensation, and
Liability Act. This “Superfund Site” was established to investigate and remediate primarily the Bunker Hill properties of
Smelterville, Idaho, a small portion of Shoshone County where a large smelter was located. However, because of the
extent of environmental impact caused by the historical mining in the mining district, the Superfund Site covers the
majority of Shoshone County including our Chicago-London and Little Pine Creek properties as well as many small
towns located in Northern Idaho. We have conducted a property environmental investigation of these properties, which
revealed no evidence of material adverse environmental effects at either property. We are unaware of any pending
action or proceeding relating to any regulatory matters that would affect our financial position due to these inactive
mining claims in Shoshone County.

NOTE 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, 2016
Loss from operations
Interest expense
Consolidated net loss
Net loss attributable to GMI
Basic net income/(loss) per share

Year Ended December 31, 2015
Loss from operations
Interest expense
Consolidated net loss
Net loss attributable to GMI
Basic net income/( loss) per share

Q1
(1,908) $
(249)
(2,158)
(2,154)
(0.02)

Q2
(1,664) $
(250)
(1,913)
(1,909)
(0.02)

Q3
(1,824) $
(266)
(2,090)
(2,086)
(0.02)

Q4
(1,732)
(196)
(1,928)
(1,919)
(0.01)

(3,103) $
(681)
(3,784)
(3,774)
(0.04)

(2,284) $
(5,403)
(7,687)
(6,811)
(0.07)

(2,633) $
(57)
(2,689)
(2,675)
(0.03)

(1,714)
(247)
(1,963)
(1,963)
(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 and principal financial officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the
period covered by this Annual Report on Form 10-K. Based on the foregoing, our management concluded that our
disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that
we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission rules and forms and such information is accumulated and
communicated to our management, including our principal executive officer and principal financial officer, to allow
timely decisions regarding required disclosure.

There was no change in our internal control over financial reporting that occurred during the quarter ended
December 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting. On May 14, 2013, the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) published an updated Internal Control — Integrated Framework (2013) and related illustrative documents.
The Company adopted the new framework in 2014.

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial
reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance
regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States of America. Internal control over
financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect the Company’s
transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of the
Company’s financial statements; providing reasonable assurance that receipts and expenditures of the Company’s assets
are made in accordance with management’s authorization; and providing reasonable assurance that unauthorized
acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements
would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial
reporting is not intended to provide absolute assurance that a misstatement of the Company’s financial statements would
be prevented or detected.

Management conducted its evaluation of the effectiveness of the Company’s internal controls over financial

reporting based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control — Integrated Framework in 2013. Based on this evaluation, management concluded that, at
December 31, 2016, the Company’s internal control over financial reporting was effective.

ITEM 9B. OTHER INFORMATION

None.

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 our definitive proxy statement for use in connection with the 2017 Annual Meeting of
Stockholders (“2017 Proxy Statement”) to be filed within 120 days after our fiscal year ended December 31, 2016, and is
incorporated herein by this reference thereto.

Information regarding Section 16(a) beneficial ownership reporting compliance report is presented under the

heading “Section 16(a) Beneficial Ownership Reporting Compliance” in our 2017 Proxy Statement, and is incorporated
herein by this reference thereto. Information regarding our code of ethics is presented under the heading “Code of
Business Conduct and Ethics” in our 2017 Proxy Statement, and is incorporated herein by reference thereto. Information
regarding our Audit Committee, Compensation Committee, Finance Committee, Technical Committee and our
Nominating Committee is presented under the heading “The Board of Directors, Board Committees and Director
Independence” in our 2017 Proxy Statement, and is incorporated herein by reference thereto.

ITEM 11. EXECUTIVE COMPENSATION

Information regarding executive compensation is presented under the heading “Executive Compensation” in our

2017 Proxy Statement, and is incorporated herein by this reference thereto.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

Information regarding certain information with respect to our equity compensation plans as of December 31,

2016 is set forth under the heading “Equity Compensation Plan Information” in our 2017 Proxy Statement, and is
incorporated herein by this reference thereto.

Information regarding security ownership of certain beneficial owners and management is set forth under the

heading “Voting Securities and Principal Holders” in our 2017 Proxy Statement, and is incorporated herein by this
reference thereto.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE

Information regarding certain relationships and related transactions is presented under the heading “Certain

Relationships and Related Transactions” in our 2017 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 2017 Proxy Statement, and is incorporated herein by this
reference thereto.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(1)

Financial Statements

PART IV

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.

(3)

Exhibits

Exhibit
Number

Description

3.1†

Certificate of Incorporation, as amended (Filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q

filed on November 4, 2015.)

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 filed on 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 signatory thereto (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 Current Report on Form 8-K filed on January 23, 2006.)

10.2†

Modification to Mount Hope Mines Lease Agreement, dated January 26, 2006 (Filed as Exhibit 10.11

to our Annual Report on Form 10-KSB filed on March 31, 2006.)

10.3†

Amendment to Lease Agreement, made effective as of November 20, 2007, between the Company and

Mount Hope Mines, Inc. (Filed as 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 Annual Report on Form 10-KSB filed on April 6, 2005.)

10.5†

Stock Purchase Agreement, dated December 11, 2006, between the Company and Equatorial Mining

Limited (Filed as Exhibit 10.17 to our Annual Report on Form 10-KSB filed on April 3, 2007.)

10.6†

Securities Purchase Agreement, dated as of November 9, 2007, between the Company and

ArcelorMittal S.A. (Filed as Exhibit 10.6 to our Annual Report on Form 10-KSB filed on March 21,
2008.)

Exhibit
Number

Description

10.7†

Consent and Waiver Agreement, dated April 16, 2010, by and between the Company and ArcelorMittal

S.A. (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2010.)

10.8†+

Amended and Restated Employment Agreement, dated January 1, 2012, between the Company and

Bruce D. Hansen (Filed as Exhibit 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 Bruce D. Hansen (Filed as Exhibit 10.01 to our Quarterly Report on
Form 10-Q filed on November 4, 2013.)

10.10†+

Second Amendment to Amended and Restated Employment Agreement dated effective January 1, 2016,
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, 2016.)

10.11†+

Third Amendment to Amended and Restated Employment Agreement dated effective January 16, 2016,
by and between General Moly, Inc. and Bruce D. Hansen (Filed as Exhibit 10.2 to our Current Report
on Form 8-K filed on January 21, 2016.)

10.12†+

Salary Reduction and Stay Incentive Agreement, dated as of September 6, 2013, between the Company

and Bruce D. Hansen (Filed as Exhibit 10.21 to our Quarterly Report on Form 10-Q filed on
November 4, 2013.)

10.13†+

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.)

10.14†+

Stay Incentive Agreement dated as of January 16, 2016, by and between General Moly, Inc. and Bruce

D. Hansen (Filed as Exhibit 10.9 to our Current Report on Form 8-K filed on January 21, 2016.)

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 on Form 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 our Annual 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 Report on 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-8 filed on January 12, 2007.)

10.21†+

Form of Stock Appreciation Right Grant Notice and Agreement under the Company’s 2006 Equity
Incentive Plan (Filed as Exhibit 10.3 to our Current Report on Form 8-K filed on March 5, 2009.)

10.22†+

Form of Restricted Stock Unit Agreement under 2006 Equity Incentive Plan of the Company (Filed as

Exhibit 10.4 to our Quarterly Report on Form 10-Q Filed on October 29, 2010.)

10.23†+

Amendment to General Moly, Inc. 2006 Equity Incentive Plan, as Amended (Filed as Annex A to our

Definitive Proxy Statement on Schedule 14A filed on April 18, 2016.)

Exhibit
Number

10.24†*

Description

Molybdenum Supply Agreement between General Moly and ArcelorMittal Purchasing SAS, dated as of
December 28, 2007 (Filed as Exhibit 10.19 to our Annual Report on Form 10-KSB filed on March 31,
2008.)

10.25†*

Extension Molybdenum Supply Agreement, dated as of April 16, 2010, by and between the Company
and ArcelorMittal S.A. (Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on July 30,
2010.)

10.26†

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.)

10.27†

Amended and Restated Limited Liability Company Agreement of Eureka Moly, LLC (Filed as

Exhibit 10.20 to our Quarterly Report on Form 10-Q filed on May 7, 2008.)

10.28†

Amendment No. 1 to Limited Liability Company Agreement of Eureka Moly, LLC, dated as of

October 28, 2008, between Nevada Moly, LLC and POS-Minerals Corporation (Filed as Exhibit 10.27
to our Annual Report on Form 10-K filed on February 27, 2009.)

10.29†

Amendment No. 2 to Limited Liability Company Agreement of Eureka Moly, LLC, dated as of

January 20, 2010, between Nevada Moly, LLC and POS-Minerals Corporation (Filed as Exhibit 10.3 to
our Current Report on Form 8-K filed on January 25, 2010.)

10.30†

Amendment No. 4 to Limited Liability Company Agreement of Eureka Moly, LLC dated as of
January 1, 2015, by and between Nevada Moly, LLC and POS-Minerals Corporation (Filed as
Exhibit 10.4 to our Current Report on Form 8-K filed on January 22, 2015).

10.31†

Third Installment Election, dated as of March 3, 2010, between Nevada Moly, LLC and POS-Minerals

Corporation (filed as Exhibit 10.4 to our Current Report on Form 8-K filed on March 5, 2010.)

10.32†

Guarantee and Indemnity Agreement, dated February 26, 2008, by POSCO Canada Ltd., in favor of
Nevada Moly, LLC and the Company (Filed as Exhibit 10.20 to our Quarterly Report on Form 10-Q
filed on May 7, 2008.)

10.33†*

Molybdenum Supply Agreement between the Company and SeAH Besteel Corporation, dated as of

May 14, 2008 (Filed as Exhibit 10.25 to our Quarterly Report on Form 10-Q filed on August 4, 2008.)

10.34†*

First Amendment to Molybdenum Supply Agreement dated July 22, 2015, by and between the

Company and SeAH Besteel Corporation (Filed as Exhibit 10.2 to our Current Report on Form 8-K
filed on July 24, 2015.)

10.35†*

Molybdenum Supply Agreement between the Company and Sojitz Corporation, dated as of August 8,

2008 (Filed as Exhibit 10.26 to our Quarterly Report on Form 10-Q filed on November 3, 2008.)

10.36†+

Employment Agreement, dated as of December 27, 2012, between the Company and Robert I.

Pennington (Filed as Exhibit 10.28 to our Annual Report on Form 10-K filed on March 8, 2013.)

10.37†+

First Amendment to Amended and Restated Employment Agreement, dated as of September 6, 2013,
between the Company and Robert I. Pennington (Filed as Exhibit 10.05 to our Quarterly Report on
Form 10-Q filed on November 4, 2013.)

10.38†+

Second Amendment to Employment Agreement dated effective January 1, 2016, by and between

General Moly, Inc. and Robert I. Pennington (Filed as Exhibit 10.3 to our Current Report on Form 8-K
filed on January 21, 2016.)

Exhibit
Number

Description

10.39†+

Third Amendment to Employment Agreement dated effective January 16, 2016, by and between

General Moly, Inc. and Robert I. Pennington (Filed as Exhibit 10.4 to our Current Report on Form 8-K
filed on January 21, 2016.)

10.40†+

Stay Incentive Agreement, dated effective January 16, 2015, between General Moly, Inc. and Robert I.

Pennington (Filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q filed on May 4, 2015.)

10.41†+

Stay Incentive Agreement dated as of January 16, 2016, by and between General Moly, Inc. and Robert
I. Pennington (Filed as Exhibit 10.10 to our Current Report on Form 8-K filed on January 21, 2016.)

10.42†+

10.43†+

Employment Agreement dated as of January 16, 2016, by and between General Moly, Inc. and Lee M.
Shumway (Filed as Exhibit 10.5 to our Current Report on Form 8-K filed on January 21, 2016.)

First Amendment to Employment Agreement dated effective January 16, 2016, by and between General
Moly, Inc. and Lee M. Shumway (Filed as Exhibit 10.6 to our Current Report on Form 8-K filed on
January 21, 2016.)

10.44†+

Stay Incentive Agreement, dated effective January 16, 2015, between General Moly, Inc. and Lee M.

Shumway (Filed as Exhibit 10.6 to our Quarterly Report on Form 10-Q filed on May 4, 2015.)

10.45†+

Stay Incentive Agreement dated as of January 16, 2016, by and between General Moly, Inc. and Lee M.

Shumway (Filed as Exhibit 10.11 to our Current Report on Form 8-K filed on January 21, 2016.)

10.46†

Securities Purchase Agreement between the Company and Hanlong (USA) Mining Investment, Inc.
dated March 4, 2010 (Filed as Annex B to our Definitive Proxy Statement filed on April 6, 2010.)

10.47†

Amendment No. 1 to Securities Purchase Agreement dated July 30, 2010, between General Moly, Inc.

and Hanlong (USA) Mining Investment, Inc. (Filed as Exhibit 10.1 to our Quarterly Report on Form 10-
Q filed on October 29, 2010.)

10.48†

Amendment No. 2 to Securities Purchase Agreement dated October 26, 2010, between General

Moly, Inc. and Hanlong (USA) Mining Investment, Inc. (Filed as Exhibit 10.3 to our Registration
Statement on Form S-3 filed on November 23, 2010.)

10.49†

Amendment No. 3 to Securities Purchase Agreement dated December 20, 2010, between General
Moly, Inc. and Hanlong (USA) Mining Investment, Inc. (Filed as Exhibit 7(e) to Hanlong (USA)
Mining Investment, Inc.’s Schedule 13D filed on December 30, 2010.)

10.50†

Amendment No. 4 to Securities Purchase Agreement dated July 7, 2011, between General Moly, Inc.

and Hanlong (USA) Mining Investment, Inc. (Filed as Exhibit 10.1 to our Current Report on Form 8-K
filed on July 13, 2011.)

10.51†

Amendment No. 5 and Notice Pursuant to Securities Purchase Agreement dated June 14, 2012, by and
between General Moly, Inc. and Hanlong (USA) Mining Investment, Inc. (Filed as Exhibit 10.1 to our
Current Report on Form 8-K filed on June 15, 2012.)

10.52†

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.)

10.53†

Stockholder Agreement dated December 20, 2010, between General Moly, Inc. and Hanlong (USA)

Mining Investment, Inc. (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on
December 21, 2010.)

Exhibit
Number

Description

10.54†

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.)

10.55†

Common Stock Purchase Warrant dated April 16, 2010, issued to CCM Qualified Master Fund, Ltd.

(Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2010.)

10.56†

Common Stock Purchase Warrant dated April 16, 2010, issued to Coghill Capital Management, LLC.

(Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2010.)

10.57†

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.)

10.58†

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.)

10.59†

Cooperation Agreement dated August 10, 2010, between Eureka Moly, LLC and the Eureka Producers
Cooperative (Filed as Exhibit 10.1 to our Current Report on Form 8-K/A filed on August 26, 2010.)

10.60†

Employment Agreement dated as of January 16, 2016, by and between General Moly, Inc. and R. Scott

Roswell (Filed as Exhibit 10.7 to our Current Report on Form 8-K filed on January 21, 2016.)

10.61†+

First Amendment to Employment Agreement dated effective January 16, 2016, by and between General

Moly, Inc. and R. Scott Roswell (Filed as Exhibit 10.8 to our Current Report on Form 8-K filed on
January 21, 2016.)

10.62†+

Stay Incentive Agreement, dated effective January 16, 2015, between General Moly, Inc. and R. Scott

Roswell (Filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q filed on May 4, 2015.)

10.63†+

Stay Incentive Agreement dated as of January 16, 2016, by and between General Moly, Inc. and R.

Scott Roswell (Filed as Exhibit 10.12 to our Current Report on Form 8-K filed on January 21, 2016.)

10.64†+

Form of Restricted Stock Unit Agreement for the Company’s 2006 Equity Incentive Plan (performance-
based vesting) (Filed as Exhibit 10.6 to our Quarterly Report on Form 10-Q filed on May 2, 2011.)

10.65†+

Form of Restricted Stock Unit Agreement for the Company’s 2006 Equity Incentive Plan (tome-based

vesting) (Filed as Exhibit 10.7 to our Quarterly Report on Form 10-Q filed on May 2, 2011.)

10.66†+

Form of Stock Appreciation Rights Grant Notice for the Company’s 2006 Equity Incentive Plan (Filed

as Exhibit 10.8 to our Quarterly Report on Form 10-Q filed on May 2, 2011.)

10.67†

10.68†+

10.69†

Unit Subscription Agreement dated as of December 22, 2014, by and among General Moly, Inc. and the
several investors signatory thereto (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on
December 30, 2014.)

Leave of Absence Letter Agreement dated effective as of February 6, 2015 between General Moly, Inc.
and Patrick M. James (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on February 10,
2015.)

Investment and Securities Purchase Agreement dated April 17, 2015, between General Moly Inc., and
AMER International Group Co., Ltd. (Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on
April 21, 2015.)

Exhibit
Number

Description

10.70†

Amendment No. 1 to Investment and Securities Purchase Agreement dated April 17, 2015, between

General Moly, Inc. and Amer International Group Co., Ltd. (Filed as Exhibit 10.1 to our Current Report
on Form 8-K filed on December 1, 2015.)

10.71†

Common Stock Purchase Warrant by and between General Moly, Inc. and Amer International Group
Co. Ltd. dated November 24, 2015 (Filed as Exhibit 10.2 to our Current Report on Form 8-K filed on
December 1, 2015.)

10.72†

Stockholder Agreement by and between General Moly, Inc. and Amer International Group Co. Ltd.

dated November 24, 2015 (Filed as Exhibit 10.3 to our Current Report on Form 8-K filed on December
1, 2015.)

10.73†

Expense Reimbursement Agreement by and between General Moly, Inc. and Amer International Group
Co. Ltd. dated November 24, 2015 (Filed as Exhibit 10.4 to our Current Report on Form 8-K filed on
December 1, 2015.)

10.74+

Separation and Release Agreement by and between General Moly, Inc. and David A. Chaput dated

October 16, 2015 (Filed herewith)

21.1

Subsidiaries of General Moly, Inc. (Filed herewith)

23.1

Consent of PricewaterhouseCoopers LLP (Filed herewith)

23.2

Consent of John M. Marek, P.E. (Filed herewith)

31.1

Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a) (Filed herewith)

31.2

Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a) (Filed herewith)

32.1

Certification of CEO pursuant to Section 1350 (Furnished herewith)

32.2

Certification of CFO pursuant to Section 1350 (Furnished herewith)

101

The following XBRL (Extensible Business Reporting Language) materials are filed herewith: (i) XBRL

Instance; (ii) XBRL Taxonomy Extension Schema; (iii) XBRL Taxonomy Extension Calculation;
(iv) Taxonomy Extension Labels, (v) XBRL Taxonomy Extension Presentation, 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 Securities Exchange Commission.

ITEM 16. SUMMARY

Not applicable.

Pursuant to the requirements of the Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this

report to be signed on its behalf by the undersigned, thereunto duly authorized in Lakewood, Colorado on March 16,
2017.

SIGNATURES

GENERAL MOLY, INC.

By:

/s/ Bruce D. Hansen

Name: Bruce D. Hansen

Title: Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Exchange Act, this report has been signed below on March 16, 2017 by the

following persons, on behalf of the Registrant, and in the capacities indicated.

/s/ Bruce D. Hansen
Bruce D. Hansen

/s/ Lee M. Shumway
Lee M. Shumway

/s/ Ricardo M. Campoy
Ricardo M. Campoy

/s/ Mark A. Lettes
Mark A. Lettes

/s/ Gary A. Loving
Gary A. Loving

/s/ Gregory P. Raih
Gregory P. Raih

/s/ Tong Zhang
Tong Zhang

Chief Executive Officer and Director
(Principal Executive Officer)

Chief Financial Officer
(Principal Financial Officer & Principal Accounting
Officer)

Chairman of the Board

Director

END NOTES

1. Plant and equipment refer to the Company’s 80% ownership of $87.2M in property, plant and equipment in the
Consolidated Balance Sheets. Other assets represent the cost basis in land, water rights and the wholly-owned
Liberty Project. Please refer to the Company’s Form 10-K herein.

2. Mt. Hope Project: Data is based on the updated optional mine plan announced in a February 25, 2014 news
release and used parameters from the Bankable Feasibility Study Technical Report, which is compliant with
Canada National Instrument 43-101, ﬁled in January 2014 and available on the Company’s website.

Operating data represent the averages over the ﬁrst ﬁve years of production under the optional mine plan. Net

Present Value uses the optional mine plan with a $15.00/lb molybdenum price over 24 years of mining and 30
years of mill processing at an 8% discount rate, after tax. Cash ﬂow is based on the same optional mine plan,
except it is undiscounted.

3. Liberty Project: Data are based on the updated Pre-Feasibility Study Technical Report, compliant under Canada

National Instrument 43-101, ﬁled in July 2014 and available on the Company’s website.

Operating data represent the averages over the ﬁrst ﬁve years of production. Cash operating costs per pound of

molybdenum are estimated using $3.25/lb copper byproduct credits. Net Present Value uses $15/lb molybdenum,
$3.25/lb copper over 31 years of mining, 32 years of milling and an 8% discount rate, after tax. Cash ﬂow is based
on the aforementioned, except it is undiscounted.

FORWARD-LOOKING STATEMENTS

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

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF RESERVES

Calculations with respect to “proven reserves” and “probable reserves” referred to herein have been made in
accordance with, and using the deﬁnitions of National Instrument 43-101, as required by Canadian securities
regulatory authorities. For United States reporting purposes, the U.S. SEC applies a different standard in order to
classify mineralization as a “reserve”. Under SEC standards, mineralization may not be classiﬁed as a “reserve” unless
the determination has been made that the mineralization could be economically and legally extracted or produced at
the time the reserve determination is made. No such determinations have been made with respect to any mineralization
at the Liberty project, and it cannot be assured that such a determination will be made.

Board oF direCtors

ricardo M. Campoy
Director and Chairman of the Board
Bruce d. Hansen
Chief executive Officer and Director
Mark a. Lettes
Director
Gary a. Loving
Director
Gregory P. raih
Director
tong Zhang
Director

ManaGeMent

Bruce d. Hansen
Chief executive Officer
Lee M. shumway
Chief Financial Officer
robert i. Pennington
Chief Operating Officer
r. scott roswell
Chief Legal Officer
Patrick rogers
Vice President, Permitting and environmental Compliance
Michael Bransetter
Secretary and General Counsel

CorPorate oFFiCe
1726 Cole Boulevard, Suite 115
Lakewood, CO 80401
(303) 928-8599

www.GeneralMoly.com

annuaL rePort
Shareholders may request additional copies of the
Company’s 2016 Annual Report on Form 10-K filed with the
U.S. Securities and Exchange Commission by sending an
email to info@generalmoly.com or writing to the Company at
the above address.

transFer aGent
Computershare
P.O. Box 30170
College Station, TX 77842
(800) 962-4284

stoCk inForMation
Shares outstanding at March 31, 2017: 111.2M

General Moly common stock is publicly traded on:
NYSE MKT: GMO
TSX: GMO

Prior to October 2007, the Company was named Idaho General
Mines Inc. Share certificates representing Idaho General Mines’
common stock continue to represent the same number of
shares of General Moly common stock and such certificates are
not required to be exchanged for new certificates.

MT. HOPE

renO

eLkO

eLy

LIBERTY

tOnOpah

mt. hOpe project snapshot
mt. hOpe project snapshot
OWnershIp

80%

generaL
mOLy

Joint venture with pOsCO (20% ownership),
one of the world’s largest steel companies

status

pre-COnstruCtIOn WOrk suspended

LIberty project snapshot
LIberty project snapshot
OWnershIp

Owned by general moly

100%

status

COmpLeted pFs

4/18/17 6:34 PM

GENERAL MOLY, INC. | 1726 COLE BLVD., SUITE 115, LAKEWOOD, CO 80401 | WWW.GENERALMOLY.COM

705890cvr.indd 1-3