General Moly : Current report pursuant to Section 13 or 15(d)

January 03, 2020 at 02:53 pm EST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Earliest Event Reported: December 27, 2019

General Moly, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32986	91-0232000
(State or other jurisdiction	(Commission	(IRS employer
of incorporation)	file number)	identification no.)
	1726 Cole Blvd., Suite 115
	Lakewood, CO 80401
	(Address of principal executive offices, including zip code)
	(303) 928-8599
	(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b))
Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which
registered
Common Stock, par value $0.001		GMO		NYSE American and Toronto Stock
per share			Exchange

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

Emerging growth company o

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

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure under Item 3.02 hereof is incorporated herein by reference.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 3.02 hereof concerning the Exchange Notes and the Supplemental Notes (each as defined below) is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

Exchange Notes and Warrants

On December 26, 2019, the Company's private offer to exchange (the "Exchange Offer") its outstanding 10% Senior Convertible Promissory Notes and 10% Senior Promissory Notes both due December 26, 2019 (together, the "Old Notes"), for units consisting of its newly issued 12% Senior Promissory Notes due December 26, 2022 (the "Exchange Notes") and warrants (the "Warrants") to purchase shares of the Company's common stock, par value $0.001 per share ("Common Stock"), expired pursuant to the terms of the confidential Offer to Exchange and Subscription Offer dated November 27, 2019.

On December 27, 2019, the Company entered into an Exchange and Subscription Agreement dated as of December 27, 2019, with the holders of Old Notes who validly tendered their Old Notes in the Exchange Offer (the "Exchange and Subscription Agreement"), and closed the Exchange Offer. Eligible holders tendered Old Notes with an original principal amount of $6.89 million of the total outstanding of $7.25 million, representing 95% of the aggregate principal amount of the outstanding Old Notes, in the Exchange Offer. For each $1 principal amount of, and accrued and unpaid interest on, Old Notes tendered and accepted by the Company, one unit consisting of $1 principal amount of Exchange Notes and one Warrant was issued.

The Exchange Notes are the senior, unsecured obligations of the Company and bear interest at an initial rate of 12% per annum. Interest on the Exchange Notes will be paid on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2020. The Exchange Notes contain customary events of default, and upon the occurrence of any event of default, the interest rate shall increase by 5% per annum until cured. The Exchange Notes are redeemable at any time at the Company's option, and must be redeemed by the Company under certain circumstances. The Exchange Notes will mature on December 26, 2022, unless otherwise earlier redeemed.

The Exchange and Subscription Agreement is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K. A form of the Exchange Note issued in connection with the Exchange Offer is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K.

Each Warrant is exercisable for one share of Common Stock at an initial exercise price of $0.35 per share, subject to adjustment for stock splits, dividends and combinations, for a period of three years. One Warrant was issued for each dollar of original principal amount of, and accrued and unpaid interest on, Old Notes exchanged for Exchange Notes for a total of 7.2 million Warrants issued. The Exchange Notes and Warrants are separate from each other and the redemption or exercise of either in no way affects the other.

A form of the Warrant issued in connection with the Exchange Offer is attached hereto as Exhibit 4.3 to this Current Report on Form 8-K.

The offer, issuance and sale of the Exchange Notes and Warrants is being made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, under Section 4(a)(2) and Rule 506(b) of Regulation D promulgated thereunder. In accordance with the Company's policies for approving related party transactions, this transaction was approved by the independent Finance Committee of the Company's Board of Directors, as well as the disinterested members of the full Board of Directors.

The Company paid at the maturity date of December 26, 2019, the unpaid principal and all accrued and unpaid interest in the approximate amount of $368,000 to those eligible holders that elected not to participate in the Exchange Offer. The original principal amount of Old Notes repaid at maturity represented approximately 5% of the total outstanding principal amount.

Supplemental Notes and Warrants

Also on December 27, 2019, the Company closed the subscription offer accompanying the Exchange Offer (the "Subscription Offer") with certain eligible holders who tendered their Old Notes in the Exchange Offer ("Participating Holders"). Each Participating Holder was eligible to purchase units consisting of the Company's newly issued 13% Senior Promissory Notes due 2022 (the "Supplemental Notes") and accompanying Warrants, up to a maximum amount of 20% of the aggregate principal amount of the Participating Holder's Old Notes exchanged in the Exchange Offer, pursuant to the Exchange and Subscription Agreement.

At the closing, the Company issued 13,355 units for $100 each to Participating Holders, including the largest holder of Old Notes, as well as the Company's Chief Executive Officer, Bruce D. Hansen. The Participating Holders increased their respective note investments by approximately 20% as additional consideration for the Supplemental Notes, resulting in approximately $1.34 million of new capital to the Company. One Warrant was issued for each dollar invested in the Supplemental Notes for a total of 1.3 million Warrants issued.

The Supplemental Notes are the senior, unsecured obligations of the Company and bear interest at an initial rate of 13% per annum. Interest on the Supplemental Notes will be paid on March 31, June 30, September 30 and December 31 of each year, commencing on March 31,

2020. The Supplemental Notes contain customary events of default, and upon the occurrence of any event of default, the interest rate shall increase by 5% per annum until cured. The Supplemental Notes are redeemable at any time at the Company's option, and must be redeemed by the Company under certain circumstances. The Company has agreed not to issue, assume or guarantee any indebtedness that is senior to or pari passu with the Supplemental Notes, provided, however, that the Company may issue no more than $15 million of additional debt securities that rank pari passu with the Supplemental Notes. The Supplemental Notes will mature on December 26, 2022, unless otherwise earlier redeemed.

A form of the Supplemental Note issued in connection with the Subscription Offer is attached hereto as Exhibit 4.2 to this Current Report on Form

8-K.

Each Warrant is exercisable for one share of Common Stock at an initial exercise price of $0.35 per share, subject to adjustment for stock splits, dividends and combinations, for a period of three years. The Supplemental Notes and Warrants are separate from each other and the redemption or exercise of either in no way affects the other.

A form of the Warrant issued in connection with the Subscription Offer is attached hereto as Exhibit 4.3 to this Current Report on Form 8-K.

The offer, issuance and sale of the Supplemental Notes and Warrants is being made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), under Section 4(a)(2) and Rule 506(b) of Regulation D promulgated thereunder. In accordance with the Company's policies for approving related party transactions, this transaction was approved by the independent Finance Committee of the Company's Board of Directors, as well as the disinterested members of the full Board of Directors.

Registration Rights Agreement

In connection with the Exchange Offer and the Subscription Offer, the Company entered into a Registration Rights Agreement, dated as of

December 27, 2019 (the "Registration Rights Agreement"), with each of the participating investors in the Exchange Offer and the Subscription Offer. Under the Registration Rights Agreement, the Company has agreed to file, within 90 days of the closing of the Exchange Offer and the Subscription Offer, a shelf registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock issuable upon exercise of the Warrants. The Company has agreed to use its reasonable best efforts to cause the shelf registration statement to be declared effective on or before 270 days after the date of filing. If the registration statement is not effective within the required time period, the Company will be required to pay liquidated damages to the holders of the Warrants. The Company is required to use its reasonable best efforts to keep the registration statement current and continuously effective under the Securities Act until such date as all securities covered by the registration statement have been sold, thereunder or pursuant to Rule 144, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144.

The Registration Rights Agreement is attached hereto as Exhibit 4.4 to this Current Report on Form 8-K.

The foregoing descriptions of the terms, conditions and restrictions of the Exchange Notes, the Supplemental Notes, the Warrants and the Registration Rights Agreement do not purport and are not intended to be complete and are qualified in their entirety by the complete texts thereof, which are filed as exhibits hereto and incorporated by reference herein. Please note, however, that the transaction documents filed as exhibits to this Current Report on Form 8-K, including without limitation any representations and warranties contained therein, are not intended as documents for investors or the public to obtain factual information about the current state of affairs of the Company. Rather, investors and the public should look to other disclosures contained in our reports under the Securities Exchange Act of 1934, as amended.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to purchase, Exchange Notes, Supplemental Notes, Warrants or other securities of the Company. Any such offer may only be made by offering materials issued by the Company. The securities issued in the Exchange Offer and the Subscription Offer have not been registered under the Securities Act or any state securities laws and such securities may not be offered or sold within the United States or to or for the account or benefit of U.S. persons unless registered under the Securities Act and any applicable state securities laws or an exemption from such registration is available. The Exchange Notes, Supplemental Notes, Warrants and shares of Common Stock underlying the Warrants are deemed to be "restricted securities" under Rule 144 promulgated under the Securities Act and will bear a customary Rule 144 legend.

Item 8.01 Other Events.

On January 2, 2020, the Company issued a press release announcing the closing of the Exchange Offer and the Subscription Offer. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibits

Exhibit No.

Description

Form of Senior Promissory Note (Exchange Note).
Form of Senior Supplemental Promissory Note.
Form of Common Stock Purchase Warrant.
Registration Rights Agreement dated as of December 27, 2019, by and among General Moly, Inc. and the several investors signatory

thereto.

10.1Exchange and Subscription Agreement dated as of December 27, 2019, by and among General Moly, Inc. and the several investors signatory thereto.

99.1Press Release of General Moly, Inc. dated January 2, 2020.4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENERAL MOLY, INC.
Dated: January 3, 2020	By: /s/ Amanda Corrion
		Amanda Corrion
		Controller and Principal Accounting Officer
	5

Exhibit 4.1

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

	SENIOR PROMISSORY NOTE
SPN -
$			December 27, 2019
For value received, General Moly, Inc., a Delaware corporation (the "Company"), promises to pay to the order of	and its permitted assigns (the
"Holder"), the principal sum of	DOLLARS ($	) (the "Principal Amount"). This Note is issued as part of a series of senior

unsecured promissory notes of like tenor (collectively, the "Senior Promissory Notes") pursuant to the Exchange and Subscription Agreement dated as of December 27, 2019 between the Company and the various purchasers party thereto (as amended, modified, restated or replaced from time to time, the "Subscription Agreement"). All defined terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Subscription Agreement. Interest shall accrue from the date of this Note on the Principal Amount (or such portion thereof which has not been prepaid by the Company with the consent of the Holder (the "Unpaid Principal Amount")) at a rate (the "Minimum Coupon Rate") equal to 12.00% per annum (the "Minimum Coupon"), payable quarterly.

Maturity. Unless redeemed pursuant to Section 4, this Note will automatically mature and be due and payable on December 26, 2022 (the "Maturity Date"). At the Maturity Date, an amount equal to the Unpaid Principal Amount and all accrued but unpaid Minimum Coupon through the date of payment shall be due and payable to the Holder.
Interest Payments. The Minimum Coupon shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 (or the next Business Day (as defined below) thereafter if such date is not a Business Day), and on the Maturity Date, commencing on March 31, 2020. Interest shall be computed based on a year of 12 30-day months and the number of days actually elapsed. Subject to the provisions of Section 6 below, any portion of the Minimum Coupon that is due and payable shall bear interest at the rate of 12.00% per annum compounded annually. For purposes of this Note, a "Business Day" means any day except a Saturday, Sunday or any other day on which The Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed. All interest payments shall be payable in cash.
Priority of Payments. All payments of principal and interest to be made in cash in accordance with the terms of this Note shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such domestic account as the Holder

hereof may from time to time designate in writing to the Company. Payment shall be credited first to the Minimum Coupon then due and payable, and the remainder applied to principal.

4. Redemption.
Optional Redemption At The Company's Election. The Company shall have the right to redeem this Note at any time, in whole or in part, in exchange for a cash payment equal to the sum of (i) 101% of the Unpaid Principal Amount, and (ii) all accrued but unpaid Minimum Coupon through the date of redemption. Any redemption pursuant to this Section 4(a) that is less than a full redemption of all Senior Promissory Notes shall be effected on a pro rata basis across all such notes in the series.
Mandatory Redemption. At such time as proceeds are available to the Company or a Subsidiary from (i) any Project Financing (as defined below), or (ii) from a Supplemental Financing to the extent resulting in a mandatory redemption as provided for in Section 6 (items (i) through (ii) above are collectively referred to herein as "Proceeds"), the Company shall redeem this Note for the sum of (x) Unpaid Principal Amount plus all accrued but unpaid Minimum Coupon through the date of redemption, and (y) the present value of the remaining scheduled interest payments discounted to the Maturity Date at the Treasury Rate plus 25 basis points. For purposes of this Note, a "Project Financing" shall mean the completion of an equity and/or debt offering by the Company or any of its Subsidiaries which raises in the discretion of the Company's Board of Directors sufficient capital in equity and/or debt to commence construction of the Mount Hope Mine and to cover costs and expenditures during the construction period. In the event that any Proceeds are not sufficient in size for the Company to redeem all outstanding Notes of the same series pursuant to this Section 4(b), the Company shall effect the redemption mandated pursuant to this Section 4(b) on a pro rata basis among all such Notes. For purposes of this Note, "Proceeds" shall not include (i) any distribution to the Company relating to the release of restricted cash held at a subsidiary of the Company, or (b) the return to the Company of any amounts held by third parties as escrowed funds or as deposits. For purposes of this Section 4, "Treasury Rate" means, as of any date of determination, as determined by the Company, the annual percentage yield on U.S. Treasury securities maturing a number of years from such date of determination that is closest to the remaining term on this Note (the "Annual Treasury Instrument Yield"). For example, if the Treasury Rate is calculated as of a point in time when the Maturity Date is approximately one (1) year from such date, then the Treasury Rate shall be calculated with reference to the annual percentage yield on U.S. Treasury securities maturing one (1) year from such date of determination. In such instance, if no such instruments mature exactly one (1) year from such date of determination, the Company shall interpolate the Annual Treasury Instrument Yield on a straight-line basis using the yield on the instrument whose maturity date most closely precedes the first (1st) yearly anniversary of such date of determination, and the yield on the instrument whose maturity date most closely succeeds the second (1st) yearly anniversary of such date of determination. The Company shall base its determination of the Annual Treasury Instrument Yield on the yield on U.S. Treasury instruments, as published in The Wall Street Journal (or, if The Wall Street Journal is not then being published or if no such reports are then being published in The Wall Street Journal, as reported in another public source of information nationally recognized for accuracy in the reporting of the trading of governmental securities).

Reorganization, Etc. If after the date hereof there is a capital reorganization, reclassification of the Common Stock, consolidation or merger of the Company or a Subsidiary with another corporation or entity, sale of all or substantially all of the Company's or a Subsidiary's assets or similar transaction in which the holders of the Company's or such Subsidiary's Common Stock or other securities are entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock or other securities (each such event, a "Fundamental Change"), then immediately after the Fundamental Change, the Company shall redeem this Note for the sum of (x) Unpaid Principal Amount plus all accrued but unpaid Minimum Coupon through the date of redemption, and (y) the present value of the remaining scheduled interest payments discounted to the Maturity Date at the Treasury Rate plus 25 basis points. The Company shall provide Holder an Event Notice of the Fundamental Change in accordance with the requirements of Section 11 below. In the event that the Company lacks sufficient assets to redeem all outstanding Notes of the same series pursuant to this Section 4(c), the Company shall effect the redemption mandated pursuant to this Section 4(c) on a pro rata basis among all such Notes, and shall, as a condition to such Fundamental Change, undertake (or obtain the agreement of the surviving person or entity in the Fundamental Change) to repay all remaining unredeemed amounts as promptly as reasonably possible.
Redemption Procedures. In the event of a redemption pursuant to Sections 4(a), (b) or (c) above, the Company shall provide the holders of all Senior Promissory Notes with a Notice of Redemption at least 10 days before the date for redemption specified in such notice of redemption (the "Redemption Date"), which Notice shall also set forth whether the Note is to redeemed in whole or in part, and the amount of Proceeds available for redemption, if applicable. Once a Notice of Redemption is provided by the Company (i) this Note, or the applicable portion thereof, will become due and payable on the Redemption Date, and, if the Note is redeemed in full on the Redemption Date, the Holder shall surrender this Note to the Company, and (ii) the Company shall pay the Holder the appropriate redemption amount, as specified in Sections 4(a), (b) or (c) above. On and after the Redemption Date, if this Note is redeemed in full, interest will cease to accrue on this Note unless the Company defaults in the payment of the redemption price and accrued interest.
5. Senior Ranking. This Note shall rank senior to all other indebtedness of the Company of any kind and all other debt and equity securities of the Company incurred before the date of this Note (collectively, such indebtedness and securities are referred to herein as the "Junior Securities"). Notwithstanding the foregoing, the Company may incur additional indebetness which is junior to, pari passu with or senior to this Note, including a Project Financing or a Supplemental Financing (as hereinafter defined) and, to the extent required in connection with a Project Financing or Supplemental Financing, the Holder agrees to execute and deliver, in the name and on behalf of the Holder, any documents or assurances and to take any other actions reasonably requested of the Company in furtherance of the Project Financing or Supplemental Financing. For the avoidance of doubt, the Company is obligated to redeem the Senior Promissory Notes upon availability of proceeds from a Project Financing pursuant to Section 4(b) above or as required in connection with a Supplemental Financing pursuant to Section 6. Upon any liquidation, dissolution or winding up of the Company, the Holder shall be entitled to be paid, before any distribution or payment is made to any Junior Securities, an amount in cash equal to outstanding principal balance of this Note, together with accrued and unpaid interest thereon.

Supplemental Financing; Interest Rate Adjustment. For the purposes of this Note, a "Supplemental Financing" shall be a financing transaction completed after the date hereof pursuant to which the Company issues debt securities that by their terms are senior to the series of notes to which this Note is a part. For purposes of this Note, the "Threshold Amount" means an amount equal to five million dollars ($5,000,000), plus (a) any amounts paid by the Company (including fees and expenses incurred by the Company) in order to redeem any of its 13% Senior Promissory Notes that are issued in connection with the issuance of the Senior Promissory Notes in accordance with their existing terms, and minus (b) any amounts received by the Company from AMER International Group Co., Ltd. (the "AMER Proceeds"), net of any fees and expenses incurred by the Company in connection with the receipt of the AMER Proceeds. In the event that any Supplemental Financing (net of the fees and expenses incurred in connection with such Supplemental Financing) is completed for less than the Threshold Amount, then the interest rate set forth in Section 2 shall be increased to 14.00% per annum compounded annually. In the event that the amount of any Supplemental Financing (net of the fees and expenses incurred in connection with such Supplemental Financing) exceeds the Threshold Amount, then (i) one half of the amount of such excess shall be used to redeem all Senior Promissory Notes, on a pro rata basis, in accordance with the provisions of Section 4, and (ii) the interest rate set forth in Section 2 that is applicable to all remaining Senior Promissory Notes following such redemption shall be increased to 13.00% per annum compounded annually.
Security. This Note shall be unsecured.
Events of Default.
1. An "Event of Default" shall exist if any of the following occurs:
2. 1. Failure to pay the Minimum Coupon (including any accrued Minimum Coupon) for more than fifteen (15) days after
such payment date; or
1. 1. Failure to pay principal of, or interest (other than the Minimum Coupon) on, this Note on or before the date such payment is due, and such failure continues for fifteen (15) days; or
  2. (A) The Company shall commence a voluntary case concerning the Company under the federal Bankruptcy Code; or (B) an involuntary bankruptcy case is commenced against the Company and the petition is not controverted within ten (10) Business Days, or is not dismissed within sixty (60) days, after commencement of the case; or (C) the Company commences any proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect, relating to the Company or there is commenced against the Company any such proceeding which remains undismissed for a period of sixty (60) days; or (D) the Company is adjudicated insolvent or bankrupt; or (E) the Company makes a general assignment for the benefit of creditors.
2. Remedies.
3. 1. Upon the occurrence and during the continuance of any Event of Default described in Section 8(a) above, the Holder may, by notice to the Company, (i) declare

the Unpaid Principal Amount of, and any and all accrued but unpaid Minimum Coupon on, this Note to be, and the same shall thereupon be, immediately due and payable with all additional interest from time to time accrued thereon and without, to the extent permitted by applicable law, presentation, demand, or protest or other requirements of any kind (including valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and notice of acceleration), all of which are hereby expressly waived by the Company; and (ii) exercise any and all other remedies available at law or in equity.

1. Upon the occurrence of an Event of Default, the Unpaid Principal Amount shall automatically bear interest at the rate of five percent (5%) per annum in excess of the then-current interest rate from the date the Event of Default occurs until the Event of Default is cured.
Transfer; Successors and Assigns.
1. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. This Note may not be Transferred by either party, in whole or in part, without the consent of the other party.
2. Subject to the preceding paragraph, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form reasonably satisfactory to the Company. Thereupon, a new Note (or Notes, if less than all of the Holder's rights to this Note are transferred) for the same Principal Amount and interest (in the aggregate) will be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder of this Note (and the Holder is the initial registered holder of this Note).
Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws principles. The Parties hereto hereby agree to be subject to the exclusive personal jurisdiction in the federal and state courts of the State of New York located in New York City, New York and any award which may be enforced in regard to this Agreement may be enforced in such federal and state courts of the State of New York. Each of the Parties hereto hereby agrees to irrevocably and unconditionally waive trial by jury in any judicial proceeding between or among the Parties arising out of or related to the Transactions.
Notices. Any notice required or permitted to be given under this Agreement by any party shall be sufficiently given if delivered either (a) by electronic mail at such party's electronic email address set forth below, or (b) by nationally recognized overnight express company, at such party's physical address set forth below. All such notices and other communications shall, when mailed by means of any nationally recognized overnight express company, be effective when delivered to the notice address (as evidenced by any signature for delivery at the notice address), or, if sent by electronic mail during the recipient's normal business hours, when such notice is sent, and if such notice is sent by electronic mail after the recipient's normal business hours, then on the next day. Either party hereto may change its address specified for notices herein by designating a new address by notice in accordance with this Section 11.

Amendments and Waivers. Any term of this Note (other than terms of this Note related to the payment of principal and interest under this Note) may be amended only with the written consent of the Company and holders of Senior Promissory Notes representing, in the aggregate, a majority of the then-outstanding principal amount of the Senior Promissory Notes. Any amendment or waiver effected in accordance with this Section 12 shall be binding upon the Company, the Holder and each transferee of this Note.
Waivers. Demand, presentment, notice, notice of demand, notice for payment, protest and notice of dishonor are hereby waived by the Company. The Holder will not be deemed to waive any of its rights under this Note unless its waiver is in writing and signed by the Holder. No delay or omission by the Holder in exercising any of its rights will operate as a waiver of its rights. A waiver in writing on one occasion will not be construed as a consent to or a waiver of any of the Holder's right to remedy on any future occasion.
Usury. Notwithstanding any provision of this Note, Holder does not intend to charge and the Company shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by applicable law. Any payment in excess of such maximum shall be refunded to the Company or credited against principal, at the option of the Holder.
Intercreditor Agreement. This Note is subject to the terms of an Intercreditor Agreement dated as of December 27, 2019, by and among all Holders of Senior Promissory Notes

[Remainder of page intentionally left blank; signature page attached.]

This Promissory Note is duly authorized and is executed and delivered by the Company as of the date first written above.

GENERAL MOLY, INC.

By:

Name:

Title:

Address for notices:

General Moly, Inc.

1726 Cole Blvd., Suite 115 Lakewood, CO 80401 Attention: Bruce D. Hansen Telephone: (303) 928-8599 Email: bhansen@generalmoly.com

with a copy to:

Bryan Cave Leighton Paisner LLP 1700 Lincoln Street, Suite 4100 Denver, CO 80203

Attention: Charles D. Maguire, Jr.

Telephone: (303) 866-0550

Email: charles.maguire@bryancave.com

AGREED TO AND ACCEPTED:

, as the Holder

By:

Name:

Title:

Address for notices:

Attention:

Telephone: ( )

Email:

Exhibit 4.2

SENIOR SUPPLEMENTAL PROMISSORY NOTE

SSPN -
$			December 27, 2019
For value received, General Moly, Inc., a Delaware corporation (the "Company"), promises to pay to the order of	and its permitted assigns (the
"Holder"), the principal sum of	DOLLARS ($	) (the "Principal Amount"). This Note is issued as part of a series of senior

unsecured promissory notes of like tenor (collectively, the "Senior Supplemental Promissory Notes") pursuant to the Exchange and Subscription Agreement dated as of December 27, 2019 between the Company and the various purchasers party thereto (as amended, modified, restated or replaced from time to time, the "Subscription Agreement"). All defined terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Subscription Agreement. Interest shall accrue from the date of this Note on the Principal Amount (or such portion thereof which has not been prepaid by the Company with the consent of the Holder (the "Unpaid Principal Amount")) at a rate (the "Minimum Coupon Rate") equal to 13.00% per annum (the "Minimum Coupon"), payable quarterly.

Maturity. Unless redeemed pursuant to Section 4, this Note will automatically mature and be due and payable on December 26, 2022 (the "Maturity Date"). At the Maturity Date, an amount equal to the Unpaid Principal Amount and all accrued but unpaid Minimum Coupon through the date of payment shall be due and payable to the Holder.
Interest Payments. The Minimum Coupon shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 (or the next Business Day (as defined below) thereafter if such date is not a Business Day), and on the Maturity Date, commencing on March 31, 2020. Interest shall be computed based on a year of 12 30-day months and the number of days actually elapsed. Any portion of the Minimum Coupon that is due and payable shall bear interest at the rate of 13.00% per annum compounded annually. For purposes of this Note, a "Business Day" means any day except a Saturday, Sunday or any other day on which The Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed. All interest payments shall be payable in cash.
Priority of Payments. All payments of principal and interest to be made in cash in accordance with the terms of this Note shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such domestic account as the Holder

hereof may from time to time designate in writing to the Company. Payment shall be credited first to the Minimum Coupon then due and payable, and the remainder applied to principal.

4. Redemption.
Optional Redemption At The Company's Election. The Company shall have the right to redeem this Note at any time, in whole or in part, in exchange for a cash payment equal to the sum of (i) 101% of the Unpaid Principal Amount, and (ii) all accrued but unpaid Minimum Coupon through the date of redemption. Any redemption pursuant to this Section 4(a) that is less than a full redemption of all Senior Promissory Notes shall be effected on a pro rata basis across all such notes in the series.
Mandatory Redemption. At such time as proceeds are available to the Company or a Subsidiary from (i) any Project Financing (as defined below), or (ii) from a Supplemental Financing to the extent resulting in a mandatory redemption as provided for in Section 6 (items (i) through (ii) above are collectively referred to herein as "Proceeds"), the Company shall redeem this Note for the sum of (x) Unpaid Principal Amount plus all accrued but unpaid Minimum Coupon through the date of redemption, and (y) the present value of the remaining scheduled interest payments discounted to the Maturity Date at the Treasury Rate plus 25 basis points. For purposes of this Note, a "Project Financing" shall mean the completion of an equity and/or debt offering by the Company or any of its Subsidiaries which raises in the discretion of the Company's Board of Directors sufficient capital in equity and/or debt to commence construction of the Mount Hope Mine and to cover costs and expenditures during the construction period. In the event that any Proceeds are not sufficient in size for the Company to redeem all outstanding Notes of the same series pursuant to this Section 4(b), the Company shall effect the redemption mandated pursuant to this Section 4(b) on a pro rata basis among all such Notes. For purposes of this Note, "Proceeds" shall not include (i) any distribution to the Company relating to the release of restricted cash held at a subsidiary of the Company, or (b) the return to the Company of any amounts held by third parties as escrowed funds or as deposits. For purposes of this Section 4, "Treasury Rate" means, as of any date of determination, as determined by the Company, the annual percentage yield on U.S. Treasury securities maturing a number of years from such date of determination that is closest to the remaining term on this Note (the "Annual Treasury Instrument Yield"). For example, if the Treasury Rate is calculated as of a point in time when the Maturity Date is approximately one (1) year from such date, then the Treasury Rate shall be calculated with reference to the annual percentage yield on U.S. Treasury securities maturing one (1) year from such date of determination. In such instance, if no such instruments mature exactly one (1) year from such date of determination, the Company shall interpolate the Annual Treasury Instrument Yield on a straight-line basis using the yield on the instrument whose maturity date most closely precedes the first (1st) yearly anniversary of such date of determination, and the yield on the instrument whose maturity date most closely succeeds the second (1st) yearly anniversary of such date of determination. The Company shall base its determination of the Annual Treasury Instrument Yield on the yield on U.S. Treasury instruments, as published in The Wall Street Journal (or, if The Wall Street Journal is not then being published or if no such reports are then being published in The Wall Street Journal, as reported in another public source of information nationally recognized for accuracy in the reporting of the trading of governmental securities).

Reorganization, Etc. If after the date hereof there is a capital reorganization, reclassification of the Common Stock, consolidation or merger of the Company or a Subsidiary with another corporation or entity, sale of all or substantially all of the Company's or a Subsidiary's assets or similar transaction in which the holders of the Company's or such Subsidiary's Common Stock or other securities are entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock or other securities (each such event, a "Fundamental Change"), then immediately after the Fundamental Change, the Company shall redeem this Note for the sum of (x) Unpaid Principal Amount plus all accrued but unpaid Minimum Coupon through the date of redemption, and (y) the present value of the remaining scheduled interest payments discounted to the Maturity Date at the Treasury Rate plus 25 basis points. The Company shall provide Holder an Event Notice of the Fundamental Change in accordance with the requirements of Section 10 below. In the event that the Company lacks sufficient assets to redeem all outstanding Notes of the same series pursuant to this Section 4(c), the Company shall effect the redemption mandated pursuant to this Section 4(c) on a pro rata basis among all such Notes, and shall, as a condition to such Fundamental Change, undertake (or obtain the agreement of the surviving person or entity in the Fundamental Change) to repay all remaining unredeemed amounts as promptly as reasonably possible.
Redemption Procedures. In the event of a redemption pursuant to Sections 4(a), (b) or (c) above, the Company shall provide the holders of all Senior Notes with a Notice of Redemption at least 10 days before the date for redemption specified in such notice of redemption (the "Redemption Date"), which Notice shall also set forth whether the Note is to redeemed in whole or in part, and the amount of Proceeds available for redemption, if applicable. Once a Notice of Redemption is provided by the Company (i) this Note, or the applicable portion thereof, will become due and payable on the Redemption Date, and, if the Note is redeemed in full on the Redemption Date, the Holder shall surrender this Note to the Company, and (ii) the Company shall pay the Holder the appropriate redemption amount, as specified in Sections 4(a), (b) or (c) above. On and after the Redemption Date, if this Note is redeemed in full, interest will cease to accrue on this Note unless the Company defaults in the payment of the redemption price and accrued interest.
5. Senior Ranking. This Note shall rank senior to all other indebtedness of the Company of any kind and all other debt and equity securities of the Company, whether incurred before, on or after the date of this Note (collectively, such indebtedness and securities are referred to herein as the "Junior Securities"). The Company covenants and agrees that following the date of this Note it will not incur, issue, assume or guarantee any indebtedness that is senior to or pari passu with this Note, provided, however, that the Company may issue no more than Fifteen Million and No/100 Dollars ($15,000.000) of additional debt securities that rank par passu with the series of notes represented by this Note. Notwithstanding the foregoing, to the extent required in connection with a Project Financing, the Holder agrees to execute and deliver, in the name and on behalf of the Holder, any documents or assurances and to take any other actions reasonably requested of the Company in furtherance of the Project Financing. For the avoidance of doubt, the Company is obligated to redeem the Notes upon availability of proceeds from a Project Financing pursuant to Section 4(b) above. Upon any liquidation, dissolution or winding up of the Company, the Holder shall be entitled to be paid, before any distribution or payment is made to any Junior Securities, an amount in cash equal to outstanding principal balance of this Note, together with accrued and unpaid interest thereon.

Security. This Note shall be unsecured.
Events of Default.
1. An "Event of Default" shall exist if any of the following occurs:
2. 1. Failure to pay the Minimum Coupon (including any accrued Minimum Coupon) for more than fifteen (15) days after

such payment date; or

1. 1. Failure to pay principal of, or interest (other than the Minimum Coupon) on, this Note on or before the date such payment is due, and such failure continues for fifteen (15) days; or
  2. (A) The Company shall commence a voluntary case concerning the Company under the federal Bankruptcy Code; or (B) an involuntary bankruptcy case is commenced against the Company and the petition is not controverted within ten (10) Business Days, or is not dismissed within sixty (60) days, after commencement of the case; or (C) the Company commences any proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect, relating to the Company or there is commenced against the Company any such proceeding which remains undismissed for a period of sixty (60) days; or (D) the Company is adjudicated insolvent or bankrupt; or (E) the Company makes a general assignment for the benefit of creditors.
2. Remedies.
3. 1. Upon the occurrence and during the continuance of any Event of Default described in Section 7(a) above, the Holder may, by notice to the Company, (i) declare the Unpaid Principal Amount of, and any and all accrued but unpaid Minimum Coupon on, this Note to be, and the same shall thereupon be, immediately due and payable with all additional interest from time to time accrued thereon and without, to the extent permitted by applicable law, presentation, demand, or protest or other requirements of any kind (including valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and notice of acceleration), all of which are hereby expressly waived by the Company; and (ii) exercise any and all other remedies available at law or in equity.
  2. Upon the occurrence of an Event of Default, the Unpaid Principal Amount shall automatically bear interest at the rate of five percent (5%) per annum in excess of the then-current interest rate from the date the Event of Default occurs until the Event of Default is cured.
Transfer; Successors and Assigns.
1. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. This Note may not be Transferred by either party, in whole or in part, without the consent of the other party.

1. Subject to the preceding paragraph, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form reasonably satisfactory to the Company. Thereupon, a new Note (or Notes, if less than all of the Holder's rights to this Note are transferred) for the same Principal Amount and interest (in the aggregate) will be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder of this Note (and the Holder is the initial registered holder of this Note).
Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws principles. The Parties hereto hereby agree to be subject to the exclusive personal jurisdiction in the federal and state courts of the State of New York located in New York City, New York and any award which may be enforced in regard to this Agreement may be enforced in such federal and state courts of the State of New York. Each of the Parties hereto hereby agrees to irrevocably and unconditionally waive trial by jury in any judicial proceeding between or among the Parties arising out of or related to the Transactions.
Notices. Any notice required or permitted to be given under this Agreement by any party shall be sufficiently given if delivered either (a) by electronic mail at such party's electronic email address set forth below, or (b) by nationally recognized overnight express company, at such party's physical address set forth below. All such notices and other communications shall, when mailed by means of any nationally recognized overnight express company, be effective when delivered to the notice address (as evidenced by any signature for delivery at the notice address), or, if sent by electronic mail during the recipient's normal business hours, when such notice is sent, and if such notice is sent by electronic mail after the recipient's normal business hours, then on the next day. Either party hereto may change its address specified for notices herein by designating a new address by notice in accordance with this Section 10.
Amendments and Waivers. Any term of this Note (other than terms of this Note related to the payment of principal and interest under this Note) may be amended only with the written consent of the Company and holders of Senior Supplemental Promissory Notes representing, in the aggregate, a majority of the then-outstanding principal amount of the Senior Supplemental Promissory Notes. Any amendment or waiver effected in accordance with this Section 11 shall be binding upon the Company, the Holder and each transferee of this Note.
Waivers. Demand, presentment, notice, notice of demand, notice for payment, protest and notice of dishonor are hereby waived by the Company. The Holder will not be deemed to waive any of its rights under this Note unless its waiver is in writing and signed by the Holder. No delay or omission by the Holder in exercising any of its rights will operate as a waiver of its rights. A waiver in writing on one occasion will not be construed as a consent to or a waiver of any of the Holder's right to remedy on any future occasion.
Usury. Notwithstanding any provision of this Note, Holder does not intend to charge and the Company shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by applicable law. Any payment in excess of such maximum shall be refunded to the Company or credited against principal, at the option of the Holder.

14. Intercreditor Agreement. This Note is subject to the terms of an Intercreditor Agreement dated as of December 27, 2019, by and among all Holders of Senior Supplemental Promissory Notes

[Remainder of page intentionally left blank; signature page attached.]

This Promissory Note is duly authorized and is executed and delivered by the Company as of the date first written above.

GENERAL MOLY, INC.

By:

Name:

Title:

Address for notices:

General Moly, Inc.

1726 Cole Blvd., Suite 115 Lakewood, CO 80401 Attention: Bruce D. Hansen Telephone: (303) 928-8599 Email: bhansen@generalmoly.com

with a copy to:

Bryan Cave Leighton Paisner LLP 1700 Lincoln Street, Suite 4100 Denver, CO 80203

Attention: Charles D. Maguire, Jr.

Telephone: (303) 866-0550

Email: charles.maguire@bryancave.com

AGREED TO AND ACCEPTED:

, as the Holder

By:

Name:

Title:

Address for notices:

Attention:

Telephone: ( )

Email:

Exhibit 4.3

COMMON STOCK PURCHASE WARRANT

THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT AS OTHERWISE DESCRIBED BELOW.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

Warrant No. U-

GENERAL MOLY, INC.

(Incorporated under the laws of the State of Delaware)

VOID AFTER 5:00 P.M., DENVER, COLORADO TIME, ON DECEMBER 26, 2022


Warrant to Purchase	Shares of Common Stock
THIS CERTIFIES THAT, FOR VALUE RECEIVED AS OF DECEMBER 27, 2019,	or its registered assign(s) (the "Holder") is

entitled to purchase from General Moly, Inc., a Delaware corporation (the "Company"), subject to the terms and conditions set forth in this Warrant (this

"Warrant"), up to( ) duly authorized, validly issued, fully paid and nonassessable shares of common stock ("Common Stock"), of the Company, at any time commencing on the date hereof (the "Commencement Date") and expiring at 5:00 p.m., Denver, Colorado time, on December 26, 2022 (the "Expiration Time"). The price for each share of Common Stock purchased hereunder (as may be adjusted as set forth herein, collectively the "Warrant Shares") is Thirty-Five Cents ($0.35) per share until expiration of this Warrant (as adjusted as set forth herein, the "Purchase Price").

This Warrant is one of a series of warrants issued pursuant to the terms of the Exchange and Subscription Agreement, dated as of December 27, 2019, by and among the Company, Holder and certain other purchasers identified therein (the "Subscription Agreement"). Capitalized terms used and not defined herein shall have the meanings assigned to them in the Subscription Agreement.

The Holder agrees with the Company that this Warrant is issued, and all the rights hereunder shall be held, subject to all of the conditions, limitations and provisions set forth herein.

EXERCISE OF WARRANT.
1. MANNER OF EXERCISE. This Warrant may be exercised in whole at any time, or in part from time to time, during the period commencing on the Commencement Date and expiring on the Expiration Time or, if any such day is a Saturday, Sunday or any other day on which The Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed, then on the next succeeding day that shall not be such a day by presentation and surrender of this Warrant to the Company at its principal office with the Purchase Form attached as Annex I(the "Purchase Form") duly executed and accompanied by payment (either in cash, by wire transfer or by certified or official bank check, payable to the order of the Company) of the Purchase Price for the number of shares specified in the Purchase Form and instruments of transfer, if appropriate, duly executed by the Holder or its duly authorized attorney.
2. STATUS AS HOLDER OF WARRANT SHARES; TAXES; EXPIRATION. Upon receipt by the Company of this Warrant, the duly executed Purchase Form and any other appropriate instruments of transfer, together with the Exercise Price, at its office, the Holder shall be deemed to be the holder of record of the Warrant Shares issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. The Company shall pay any and all documentary stamp or similar issue taxes payable in respect of the issue or delivery of Warrant Shares. This Warrant shall become void, and all rights hereunder shall cease, at the Expiration Time. The Company in its sole discretion may extend the duration of this Warrant by delaying the Expiration Time.
3. ISSUANCE OF CERTIFICATES. As soon as practicable after the exercise of all or any portion of this Warrant, and in any event within

days, the Company shall (i) issue to the Holder a certificate or certificates (as requested by the Holder) for the number of full Warrant Shares to which the Holder is entitled, or, at the Holder's request, deliver such Warrant Shares electronically if such means is otherwise presently available to and utilized by the Company, registered in such name or names as may be directed by the Holder, and (ii) if this Warrant has not been exercised in full, issue to the Holder a new countersigned warrant in substantially the same form for the Warrant Shares as to which this Warrant shall not have been exercised.

RESERVATION OF SHARES; AUTHORITY. The Company will at all times reserve for issuance and delivery upon exercise of this Warrant all Warrant Shares or other shares of capital stock of the Company (and other securities and property) from time to time receivable upon exercise of this Warrant. All such shares (and other securities and property) are duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and nonassessable and free of all preemptive rights, taxes liens or charges. Neither the issuance of this Warrant nor the issuance of Warrant Shares on a full or partial exercise of this Warrant (i) is subject to or requires approval of the shareholders of the Company, including any requirement for such approval under the rules of any securities exchange on which the shares of the Company are listed, (ii) is subject to any approval or consent by a governmental authority or regulatory agency, or (iii) violates any agreement to which the Company is a party or by which the Company is bound. The Company shall cause the Warrant Shares to be listed on such securities

exchange upon which shares of Common Stock of the Company are listed at the time of any exercise.

NO FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. If the holder of this Warrant would be entitled, upon the exercise of this Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, purchase such fractional interest, on the basis of the Closing Price on the Business Day before the Purchase Form and this Warrant are duly surrendered to the Company for a full or partial exercise hereof.
STOCK DIVIDENDS; SPLIT-UPS. If after the issuance of this Warrant, the Company shall (i) pay a dividend or make any other distribution payable in shares of Common Stock, options or convertible securities or (ii) subdivide its outstanding shares of Common Stock into a greater number of shares by a split-up of shares, recapitalization or other similar event, then, on the effective day thereof, the number of Warrant Shares shall be proportionally increased and the then applicable Purchase Price shall be correspondingly decreased.
AGGREGATION OF SHARES. If after the date hereof the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split, or reclassification of shares of Common Stock or other similar event, then, after the effective date of such consolidation, combination or reclassification, the number of Warrant Shares shall be decreased in proportion to such decrease in outstanding shares and the then applicable Purchase Price shall be correspondingly increased.
REORGANIZATION, ETC. If after the date hereof there is a capital reorganization (other than a stock dividend or split up as covered by Section 4 or an aggregation of shares as covered by Section 5), reclassification of the Common Stock, consolidation or merger of the Company with another corporation or entity, sale of all or substantially all of the Company's assets or similar transaction in which the holders of the Company's Common Stock are entitled to receive stock, securities or assets with respect to or in exchange for Common Stock (each such event, a "Fundamental Change"), this Warrant shall, immediately after the Fundamental Change, remain outstanding and shall thereafter (unless Holder elects otherwise), in lieu of or in addition to (as the case may be) the number of Warrant Shares then subject to this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets to which the Holder would have been entitled if the Holder had exercised this Warrant in full immediately prior to such Fundamental Change In the event that the stock, securities or assets being issued with respect to or in exchange for Common Stock are being issued by a person or entity other than the Company, the Company shall, as a condition to such Fundamental Change, obtain the agreement of the other person or entity to be bound by the terms of this Warrant and provide Holder an Event Notice of the Fundamental Change in accordance with the requirements of Section 15 below.
FORM OF WARRANT. This Warrant need not be changed because of any adjustment pursuant to the terms herein, and any form of warrant issued after such adjustment may state the same Purchase Price and the same number of shares as is stated in this Warrant. However, the Company may at any time in its reasonable discretion make any change in the form of this Warrant that the Company may deem appropriate and that does not affect the substance thereof

or adversely affect the rights of Holder hereunder, and any warrant thereafter issued, whether in exchange or substitution for this Warrant or otherwise, may be in the form as so changed. The Company agrees to promptly notify the Holder of any adjustment to the number of shares, securities or other assets subject to this Warrant or the Purchase Price of the Warrant, any changes to the form of this Warrant or any other change pursuant to the terms herein and to provide Holder with a statement of such changes at the request of the Holder. Each such notification or statement shall be accompanied by a certificate of an executive officer of the Company setting forth in reasonable detail such adjustment(s) and the facts upon which it is based and certifying the calculation thereof.

SECURITIES ACT REPRESENTATIONS.
1. Holder represents and warrants that this Warrant is being acquired for its own account and not with a view to, or for sale in connection with, any distribution thereof or in violation of the 1933 Act or any other securities laws that may be applicable.
2. Holder acknowledges that no oral or written statements or representations have been made to Holder by or on behalf of the Company in connection with the issuance of this Warrant other than those set forth herein, in the Subscription Agreement and in any documents executed in connection with this Warrant or the Subscription Agreement.
3. Holder is (i) an "accredited investor" within the meaning of Rule 501(a) under the 1933 Act or (ii) an "institutional buyer" as defined in Rule 144A under the 1933 Act.
4. Holder, either alone or with the assistance of its professional advisors, is a sophisticated investor and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated by this Warrant.
REGISTRATION RIGHTS. The Warrant Shares shall be entitled to the rights set forth in the Registration Rights Agreement of even date herewith by and between Holder, the Company and the other parties identified therein, subject to the terms and conditions thereof.
TRANSFER OF WARRANTS. Holder understands and agrees that this Warrant and the Warrant Shares have not been registered under the 1933 Act or similar state laws. This Warrant and/or Warrant Shares cannot be sold or transferred unless (i) such transfer is so registered or (ii) an exemption from registration is available at the time of transfer and, if requested by the Company, an opinion of counsel satisfactory to the Company to the effect that such registration is not required is delivered to the Company. Subject to the foregoing limitations, the Company shall register the transfer, from time to time, of this Warrant upon the Company's warrant register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Annex II, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company.

A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form:

SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale without regard to the volume limitations or other limitations on manner of sale pursuant to Rule 144 under the 1933 Act.

NO RIGHTS AS STOCKHOLDERS. Except as otherwise specifically provided herein, prior to the exercise of this Warrant in accordance with the terms hereof and payment of the full exercise price therefor, the Holder will not be entitled to any rights by virtue hereof as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends or other distributions, to exercise any preemptive rights, to consent or to receive notice as stockholders of the Company in respect to the meetings of stockholders or the election of directors of the Company or any other matter.
LOST, STOLEN, MUTILATED OR DESTROYED WARRANTS. If this Warrant is lost, stolen, mutilated, or destroyed, the Company may on such terms as to indemnity or otherwise as it may in its discretion impose (it being understood that a written indemnification agreement or affidavit of loss from the Holder shall be a sufficient indemnity), issue a new warrant of like denomination, tenor, and date. Notwithstanding the forgoing, no indemnification shall be required if a mutilated Warrant is surrendered to the Company for cancellation. Any such new warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.
NO IMPAIRMENT. The Company shall not, by amendment to its certificate of incorporation or bylaws, or through any reorganization, recapitalization, transfer of assets, consolidation, merger dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it under the terms of this Warrant, but shall at all times in good faith assist in the carrying out of the provisions of this Warrant and the taking of all such action as may be reasonable requested by the Holder in order to protect the exercise rights of Holder against dilution of other impairment, consistent with the tenor and purpose of this Warrant.

GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of New York without giving effect to conflicts of laws principles that would require the application of the law of another jurisdiction.
NOTICES OF CERTAIN ACTIONS. In the event:
1. the Company sets a record date with respect to the holders of Common Stock for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right;
2. the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock or by a split-up of shares of Common Stock or other similar event;
3. the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split, or reclassification of shares of Common Stock or other similar event;
4. of any Fundamental Change; or
5. of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then, and in each such case, the Company will provide written notice (an "Event Notice") to the Holder at least fifteen (15) days prior to (i) the record date in the case of (a), (b) or (c) above, specifying the record date and the amount and character of such dividend, distribution or right, and (ii) the effective date of any event specified in clause (d) or (e) above, specifying the effective date on which such event is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock will be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such event, if applicable. Any failure to mail an Event Notice required by this Section 15 or any defect therein or in the mailing thereof will not affect the validity of the corporate action required to be specified in such Event Notice. Nothing herein shall prohibit the Holder from exercising this Warrant during the fifteen day period commencing on the date of an Event Notice, provided that such exercise occurs prior to the Expiration Time and the Holder otherwise complies with the terms hereof.

16. MISCELLANEOUS.

A. DELIVERY OF NOTICE. Notices and other communications to be given to Holder shall be deemed to have been sufficiently given, if delivered or mailed, addressed in the name and at the address of Holder appearing on the records of the Company, and if mailed, sent registered or certified mail, postage prepaid. Notices or other communications to the Company shall be deemed to have been sufficiently given if delivered by hand or mailed, by registered or certified mail, postage prepaid, to the Company at 1726 Cole Blvd., Suite 115, Lakewood, Colorado 80401, Attn: Chief Executive Officer, or at such other address as the Company shall have designated by written notice to the registered owner as herein provided. Notice by mail shall be deemed given when deposited in the United States mail as herein provided.

ENTIRE AGREEMENT. This Warrant, together with the Subscription Agreement, the Registration Rights Agreement and any other document executed in connection with this Warrant or the Subscription Agreement, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Warrant, the Subscription Agreement or any other document executed in connection with this Warrant or the Subscription Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Warrant.
RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. Unless otherwise provided herein, the rights and obligations of the Company and Holder shall survive the exercise of this Warrant.
EQUITABLE RELIEF. The Company and the Holder acknowledge that a breach or threatened breach of any of the obligations under this Warrant would give rise to irreparable harm to the other party for which monetary damages would not be an adequate remedy and hereby agree that in the event of a breach or threatened breach, the aggrieved party shall have the right, in addition to all other rights and remedies, to equitable relief, including a restraining order, injunction, specific performance or any other relief that may be available to the aggrieved party.
SUCCESSORS AND ASSIGNS. This Warrant and the rights evidenced hereby shall be binding on, and inure to the benefit of, the successors and assigns of the parties.
FEES AND EXPENSES. Except as otherwise expressly set forth in this Warrant, the Subscription Agreement or any other document executed in connection with this Warrant or the Subscription Agreement, each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Warrant and the transactions contemplated hereby.
COUNTERPARTS. This Warrant may be executed in counterparts and via facsimile or other similar electronic transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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SIGNATURE PAGE - COMMON STOCK PURCHASE WARRANT

IN WITNESS WHEREOF, the Company and Holder have each caused this Warrant to be duly executed, manually or in facsimile, by the undersigned thereunto duly authorized.

GENERAL MOLY, INC.

By:

Name:

Title:

By:

Name:

Title:

ANNEX I

TO COMMON STOCK PURCHASE WARRANT

PURCHASE FORM

To:	Dated:
The undersigned, pursuant to the provisions set forth in the attached Warrant (No.	) (the "Warrant"), hereby irrevocably elects to purchase
shares of the Common Stock covered by such Warrant.

The undersigned herewith makes payment of the full exercise price for such shares at the price per share provided for in such Warrant, which is $ in lawful money of the United States.

Capitalized terms used but not defined herein have the meaning assigned to such terms in the Warrant.

[Name]

Name:

Title:

Address:

		ANNEX II
	TO COMMON STOCK PURCHASE WARRANT
		ASSIGNMENT FORM
FOR VALUE RECEIVED,	hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No.
) with respect to the number of shares of Common Stock covered thereby set forth below, unto:
Name of Assignee		Address	No. of Shares

Dated:

[Name]

Name:

Title:

Signature Guaranteed:

By:

The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

Exhibit 4.4

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of December 27, 2019, by and among General Moly, Inc., a Delaware corporation (the "Company"), and the several investors signatory hereto (each an "Investor" and collectively, the "Investors").

This Agreement is made pursuant to the Exchange and Subscription Agreement, dated as of the date hereof, between the Company and each Investor (the "Subscription Agreement").

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each of the Investors agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Subscription Agreement shall have the meanings given such terms in the Subscription Agreement. As used in this Agreement, the following terms shall have the following meanings:

"1933 Act" means the Securities Act of 1933, as amended.

"Advice" shall have the meaning set forth in Section 6(d).

"Affiliate" means, as to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person. As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

"Agreement" has the meaning set forth in the Preamble.

"Business Day" means any day other than a Saturday, Sunday or any other day on which The Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

"Closing Date" means December 31, 2019.

"Common Stock" means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereinafter be reclassified.

"Company" has the meaning set forth in the Preamble.

"Effectiveness Date" means, with respect to any Registration Statement required to be filed hereunder, the tenth (10th) Trading Day following the date on which the Company is notified by the SEC that such Registration Statement will not be reviewed or is no longer subject to further review and comments.

"Effectiveness Period" shall have the meaning set forth in Section 2(a).

"Event" has the meaning set forth in Section 2(b).

"Event Date" has the meaning set forth in Section 2(b).

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Filing Date" means, (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a), the 90th calendar day following the Closing Date, and (ii) with respect to any additional Registration Statements which may be required pursuant to Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.

"Holder" or "Holders" means the holder or holders, as the case may be, from time to time of Registrable Securities.

"Indemnified Party" shall have the meaning set forth in Section 5(c).

"Indemnifying Party" shall have the meaning set forth in Section 5(c).

"Investor" or "Investors" has the meaning set forth in the Preamble.

"Liquidated Damages" has the meaning set forth in Section 2(b).

"Losses" shall have the meaning set forth in Section 5(a).

"Person" means any individual, sole proprietorship, partnership, corporation, limited liability company, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity, any university or similar institution, or any government or any agency or instrumentality or political subdivision thereof.

"Plan of Distribution" shall have the meaning set forth in Section 2(a).

"Proceeding" means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

"Prospectus" means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the SEC pursuant to the 1933 Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post- effective

amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

"Registrable Securities" means (a) all Warrant Shares issuable upon exercise of the Warrants issued pursuant to the Subscription

Agreement, and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (x) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the SEC under the 1933 Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (y) such Registrable Securities have been previously sold in accordance with Rule 144, or (z) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144, as reasonably determined by the Company, upon the advice of counsel to the Company.

"Registration Deadline" means, with respect to any Registration Statement required hereunder, the 270th calendar day following the Filing

Date.

"Registration Statement" means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration statements contemplated by Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.

"Rule 415" means Rule 415 promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.

"Rule 424" means Rule 424 promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.

"SEC" means the Securities and Exchange Commission.

"SEC Guidance" means (i) any publicly-available written or oral guidance of the SEC staff, or any comments, requirements or requests of the SEC staff and (ii) the 1933 Act.

"Selling Stockholder Questionnaire" shall have the meaning set forth in Section 3(a).

"Subscription Agreement" has the meaning set forth in the Recitals.

"Trading Day" means a day on which the principal Trading Market is open for trading.

"Trading Market" means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American LLC, the New York Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the OTCQX, the OTCQB or the OTCPink (or any successors to any of the foregoing).

"Warrant Shares" means the shares of Common Stock issued or issuable upon the exercise of the Warrants.

"Warrants" means the warrants to purchase shares of Common Stock issued by the Company pursuant to the Subscription Agreement (including the warrants issued as part of Units in the Exchange Transaction and the warrants issued as part of Supplemental Units).

2. Shelf Registration.

1. On or prior to 90 days after the Closing Date and each Filing Date thereafter, the Company shall prepare and file with the SEC a Registration Statement covering the resale of all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided, that the Company shall use its reasonable best efforts to obtain the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on the appropriate form under the 1933 Act and shall contain (unless otherwise directed by at least a majority in interest of the Holders) substantially the "Plan of Distribution" attached hereto as Annex A(which may be modified to respond to comments, if any, provided by the SEC). Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause a Registration Statement filed hereunder to be declared effective under the 1933 Act as promptly as reasonably practicable after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement current and continuously effective under the 1933 Act until such date as all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or
in the opinion of counsel to the Holders, (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or (II) the Company is in compliance with the current public information requirement under Rule 144 (the "Effectiveness Period"). Such Registration Statement (including any amendments or supplements thereto and prospectuses contained therein), except for information provided by a Holder or any transferee of a Holder, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,

not misleading. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, within the filing deadlines established by the SEC after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used its reasonable best efforts to obtain the registration of all or a greater portion of Registrable Securities), the number of Registrable Securities to be registered on such Registration Statement shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. In the event of a cutback hereunder, the Company shall give each Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder's allotment.

1. If: (i) a Registration Statement is not filed on or prior to its Filing Date, (ii) the Company fails to use its reasonable best efforts to obtain effectiveness with the SEC prior to the Registration Deadline of a Registration Statement, (iii) the Company fails to file with the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the 1933 Act, within ten
Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be "reviewed" or will not be subject to further review, or (iv) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Registration Statement within thirty

calendar days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to be declared effective, (any such failure or breach being referred to as an "Event", and for purposes of clauses (i) and (ii) the date on which such Event occurs, and for purpose of clause (iii) the date on which such ten (10) Trading Day period is exceeded, and for purpose of clause (iv) the date which such thirty (30) calendar day period is exceeded, being referred to as "Event Date"), then, in addition to any other rights the Holders may have hereunder or under applicable law: (x) within five (5) Business Days after an Event Date, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate principal amount of Senior Notes exchanged by such Holder in the Exchange Transaction; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the earlier of (1) the applicable Event is cured or (2) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate principal amount of Senior Notes exchanged by such Holder in the Exchange Transaction; provided, however, that the Company shall not be required to pay partial liquidated damages to such Holder under this Section 2(b) in an aggregate amount (excluding any interest paid thereon) in excess of 5.0% of the aggregate principal amount of Senior Notes exchanged by such Holder in the Exchange Transaction. The amounts payable pursuant to the foregoing clauses (x) and (y) are

referred to collectively as "Liquidated Damages." The parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrant Shares prior to their issuance and (2) notwithstanding anything to the contrary herein or in the Subscription Agreement, no Liquidated Damages shall be payable with respect to any period after the expiration of the Effectiveness Period. If the Company fails to pay any partial Liquidated Damages pursuant to this Section in full within five (5) Business Days after the date payable, the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

1. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall
register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Holders and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

3. Registration Procedures. In connection with the Company's registration obligations hereunder, the Company shall:

Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference, but not including (i) any Exchange Act filing (including any post-effective amendment filed solely to update the Registration Statement for an Exchange Act filing) or (ii) any supplement or post-effective amendment to a registration statement that is not related to such Holder's Registrable Securities), the Company shall (x) furnish to each Holder copies of all such documents proposed to be filed and any comments made by the staff of the SEC with respect to such Registration Statement and the Company's responses thereto, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (y) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the 1933 Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided, that the Company is notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto. In the event that the Company is prevented from making such filing on account of the objections described in the previous sentence (provided that the Company uses reasonable best

efforts to address the objections described in the previous sentence and to promptly file thereafter), the failure of the Company to make such filing shall not be deemed a breach or default hereunder or otherwise with respect to the Securities. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B(a "Selling Stockholder Questionnaire") on a date that is fifteen (15) Trading Days following the date of this Agreement.

(i) Prepare and file with the SEC such amendments, including post-effective amendments, and supplements to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement current and continuously effective (subject to any requirement that a post-effective amendment be declared effective by the SEC) as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the SEC such additional Registration Statements in order to register for resale under the 1933 Act all of the Registrable Securities subject to any SEC Guidance that sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto, and (iv) comply in all material respects with the applicable provisions of the 1933 Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.
If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities. Each Holder agrees to furnish to the Company an additional completed Selling Stockholder Questionnaire not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such Holder receives a draft of such new Registration Statement, providedthat the Company has given at least ten (10) Trading Days prior notice that such Questionnaire will be requested. The Company shall use its best efforts to cause such new Registration Statement to become effective as soon as practicable following the filing thereof. For all purposes of this Agreement, such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a), and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to Section 2(a).

Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A), when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed (but not including (1) any Exchange Act filing (including any post-effective amendment filed solely to update the Registration Statement for an Exchange Act filing) or (2) any supplement or post-effective amendment to a registration statement that is not related to such Holder's Registrable Securities), (B) when the SEC notifies the Company whether there will be a "review" of such Registration Statement and whenever the SEC comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post- effective amendment, when the same has become effective, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided, that any and all of such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law.
Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.
Furnish to each Holder, upon request, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be

incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the SEC; provided, that any such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical form.

Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).
The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder.
Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.
If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Subscription Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.
Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Company's good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated

therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(k) to suspend the availability of a Registration Statement and Prospectus for a period not to exceed sixty (60) calendar days (which need not be consecutive days) in any 12-month period.

Comply with all applicable rules and regulations of the SEC in connection with obtaining and maintaining the effectiveness of any Registration Statement required to be filed and maintained with the SEC hereunder.
To the extent reasonably required, request that each selling Holder shall furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder, if required by the SEC, the natural persons thereof that have voting and dispositive control over such shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within five (5) Trading Days of the Company's request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.
At the reasonable request of a Holder and at such Holder's expense, prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and any Prospectus used in connection with the registration statement as may be necessary in order to change the plan of distribution set forth in such Registration Statement.
Hold in confidence and not make any disclosure of information concerning a Holder provided to the Company (excluding any information provided on the Selling Stockholder Questionnaire) unless (i) disclosure of such information is necessary to comply with federal or state securities laws or the rules of any securities exchange or trading market on which the Company's securities are then listed or traded, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning a Holder is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to such Holder prior to making such disclosure, and allow such Holder, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company's counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Holder or any legal fees or other costs of the Holders.
Indemnification.
1. Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify, hold harmless and defend each Holder, the officers, directors, members, managers, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of shares of Common Stock), investment advisors and employees (and any other persons with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each person who controls any such Holder (within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other persons with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the

Exchange Act or any other law, including any state securities law, or any rule or regulation promulgated thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex Ahereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the 1933 Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon (x) such Holder's failure to comply with the prospectus delivery requirements of the 1933 Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company in such Holder's capacity as a selling Holder specifically and expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex Ahereto for this purpose), such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any person entitled to indemnity hereunder (an "Indemnified Party"), such Indemnified Party shall promptly notify the person from whom indemnity is sought (the "Indemnifying Party") in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses reasonably incurred in connection with defense thereof; provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially prejudiced the Indemnifying Party's ability to defend such action.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is judicially determined not to be entitled to indemnification hereunder.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or

payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys' or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute pursuant to this Section 5(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties, provided that no amount shall be reimbursed twice in any event.

6. Miscellaneous.

Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.
No Piggyback on Registrations. Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities.

Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the "Advice") by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of a majority of the Registrable Securities (calculated as if all outstanding Warrants were exercised). If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(e).
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Subscription Agreement.
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its rights (except by merger or in connection with another entity acquiring all or substantially all of the Company's assets) or obligations hereunder without the prior written consent of the Holders of a majority of the then outstanding Registrable Securities. Each Holder may assign its respective rights with respect to any or all of its Warrant Shares hereunder in the manner and as permitted under the Subscription Agreement; providedin each case that (i) the Holder agrees in writing with the transferee

or assignee to assign such rights and related obligations under this Agreement, and for the transferee or assignee to assume such obligations, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being transferred or assigned, (iii) at or before the time the Company received the written notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein and (iv) the transferee is an "accredited investor," as that term is defined in Rule 501 of Regulation D under the 1933 Act.

Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof.
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Subscription Agreement.
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.
Independent Nature of Holders' Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other

agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

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[Remainder of page intentionally left blank; signature page attached.]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GENERAL MOLY, INC.

By: /s/ R. Scott Roswell

	Name:	R. Scott Roswell
	Title:	Chief Legal Officer
NAME OF INVESTING ENTITY
Kathleen A. Antony
AUTHORIZED SIGNATORY(IES)
By: /s/ Kathleen A. Antony
	Name:	Kathleen A. Antony

Title:

By:

Name:

Title:

ADDRESS FOR NOTICE c/o:

Street:

City/State/Zip:

Attention:

Tel:

Fax:

Email:

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GENERAL MOLY, INC.

By: /s/ R. Scott Roswell

Name:	R. Scott Roswell
Title:	Chief Legal Officer

NAME OF INVESTING ENTITY

Bella Holdings LLC

AUTHORIZED SIGNATORY(IES)

By: /s/ Robert David Russell

Name:	Robert David Russell
Title:	Member

By:

Name:

Title:

ADDRESS FOR NOTICE

c/o:

Street:

City/State/Zip:

Attention:

Tel:

Fax:

Email:

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GENERAL MOLY, INC.

By: /s/ R. Scott Roswell

Name:	R. Scott Roswell
Title:	Chief Legal Officer

NAME OF INVESTING ENTITY

Michael K. and Nancy A. Branstetter

AUTHORIZED SIGNATORY(IES)

By: /s/ Michael K. Branstetter

		Name:	Michael K. Branstetter
		Title:
By: /s/ Nancy A. Branstetter
	Name:	Nancy A. Branstetter
	Title:

ADDRESS FOR NOTICE

c/o:

Street:

City/State/Zip:

Attention:

Tel:

Fax:

Email:

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GENERAL MOLY, INC.

By: /s/ R. Scott Roswell

			Name:		R. Scott
						Roswell
			Title:		Chief Legal
						Officer
	NAME OF INVESTING ENTITY
	Michael K. Branstetter IRA
	AUTHORIZED SIGNATORY(IES)
	By: /s/ Michael K. Branstetter
		Name:		Michael K.
		Title:		Branstetter

	By:
			Name:
		Title:
	ADDRESS FOR NOTICE
	c/o:
	Street:
	City/State/Zip:
	Attention:
	Tel:
	Fax:
	Email:
[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GENERAL MOLY, INC.

By: /s/ R. Scott Roswell

			Name:		R. Scott
						Roswell
			Title:		Chief
						Legal
						Officer
	NAME OF INVESTING ENTITY
	David Chaput
	AUTHORIZED SIGNATORY(IES)
	By: /s/ David Chaput
		Name:		David
		Title:		Chaput

	By:
		Name:
		Title:
	ADDRESS FOR NOTICE
	c/o:
	Street:
	City/State/Zip:
	Attention:
	Tel:
	Fax:
	Email:
[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GENERAL MOLY, INC.

By: /s/ R. Scott Roswell

	Name:	R. Scott Roswell
	Title:	Chief Legal Officer
NAME OF INVESTING ENTITY
Bruce D. and Bong T. Hansen
AUTHORIZED SIGNATORY(IES)
By: /s/ Bruce D. Hansen
		Name:	Bruce D. Hansen
		Title:
By:
			Name:	Bong T. Hansen

Title:

ADDRESS FOR NOTICE c/o:

Street:

City/State/Zip:

Attention:

Tel:

Fax:

Email:

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GENERAL MOLY, INC.

By: /s/ R. Scott Roswell

Name:	R. Scott Roswell
Title:	Chief Legal Officer

NAME OF INVESTING ENTITY

Kenneth D. and Mildred Elaine Hansen

AUTHORIZED SIGNATORY(IES)

By: /s/ Kenneth D. Hansen

	Name:	Kenneth D. Hansen
	Title:
By: /s/ Mildred Elaine Hansen
	Name:	Mildred Elaine Hansen
	Title:
ADDRESS FOR NOTICE
c/o:
Street:
City/State/Zip:
Attention:
Tel:
Fax:
Email:
[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GENERAL MOLY, INC.

By: /s/ R. Scott Roswell

	Name:	R. Scott Roswell
	Title:	Chief Legal Officer
NAME OF INVESTING ENTITY
Eric T. and Lorena R. Kolstad
AUTHORIZED SIGNATORY(IES)
By: /s/ Eric T. Kolstad
		Name:	Eric T. Kolstad
		Title:
By: /s/ Lorena R. Kolstad
		Name:	Lorena R. Kolstad

Title:

ADDRESS FOR NOTICE c/o:

Street:

City/State/Zip:

Attention:

Tel:

Fax:

Email:

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GENERAL MOLY, INC.

By: /s/ R. Scott Roswell

Name:	R. Scott Roswell
Title:	Chief Legal Officer

NAME OF INVESTING ENTITY

Gary and Lynn Loving Family Trust dated 2/1/1997

AUTHORIZED SIGNATORY(IES)

By: /s/ Gary A. Loving

	Name:	Gary A. Loving
	Title:	Trustee
By:
		Name:
	Title:
ADDRESS FOR NOTICE
c/o:
Street:
City/State/Zip:
Attention:
Tel:
Fax:
Email:
[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GENERAL MOLY, INC.

By: /s/ R. Scott Roswell

Name:	R. Scott Roswell
Title:	Chief Legal Officer

NAME OF INVESTING ENTITY

William Matlack

AUTHORIZED SIGNATORY(IES)

By: /s/ William Matlack

Name:	William Matlack
Title:

By:

Name:

Title:

ADDRESS FOR NOTICE

c/o:

Street:

City/State/Zip:

Attention:

Tel:

Fax:

Email:

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GENERAL MOLY, INC.

By: /s/ R. Scott Roswell

Name:	R. Scott Roswell
Title:	Chief Legal Officer

NAME OF INVESTING ENTITY

F. Steven Mooney

AUTHORIZED SIGNATORY(IES)

By: /s/ F. Steven Mooney

Name:	F. Steven Mooney
Title:

By:

Name:

Title:

ADDRESS FOR NOTICE

c/o:

Street:

City/State/Zip:

Attention:

Tel:

Fax:

Email:

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GENERAL MOLY, INC.

By: /s/ R. Scott Roswell

Name:	R. Scott Roswell
Title:	Chief Legal Officer

NAME OF INVESTING ENTITY

Robert I. and Dolores R. Pennington

AUTHORIZED SIGNATORY(IES)

By: /s/ Robert I. Pennington

	Name:	Robert I. Pennington
	Title:
By: /s/ Dolores R. Pennington
	Name:	Dolores R. Pennington
	Title:

ADDRESS FOR NOTICE

c/o:

Street:

City/State/Zip:

Attention:

Tel:

Fax:

Email:

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GENERAL MOLY, INC.

By: /s/ R. Scott Roswell

Name:	R. Scott Roswell
Title:	Chief Legal Officer

NAME OF INVESTING ENTITY

R. Scott and Sheri H. Roswell

AUTHORIZED SIGNATORY(IES)

By: /s/ R. Scott Roswell

	Name:	R. Scott Roswell
	Title:
By: /s/ Sheri H. Roswell
	Name:	Sheri H. Roswell
	Title:

ADDRESS FOR NOTICE

c/o:

Street:

City/State/Zip:

Attention:

Tel:

Fax:

Email:

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GENERAL MOLY, INC.

By: /s/ R. Scott Roswell

	Name:	R. Scott Roswell
	Title:	Chief Legal Officer
NAME OF INVESTING ENTITY
Lee M. Shumway
AUTHORIZED SIGNATORY(IES)
By: /s/ Lee M. Shumway
	Name:	Lee M. Shumway
	Title:
By:
	Name:
	Title:

ADDRESS FOR NOTICE c/o:

Street:

City/State/Zip:

Attention:

Tel:

Fax:

Email:

[Signature Page to Registration Rights Agreement]

Annex A

PLAN OF DISTRIBUTION

The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The offering price of the shares from time to time will be determined by the selling stockholder and, at the time of determination, may be higher or lower than the market price of our common stock on the NYSE American.

The selling stockholders may use any one or more of the following methods from time to time when disposing of shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
an exchange distribution in accordance with the rules of the applicable exchange;
privately negotiated transactions;
short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
broker-dealersmay agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
a combination of any such methods of sale; or
any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. The selling stockholders are not obligated to, and there is no assurance that the selling stockholders will, sell all or any of the shares we are registering. The selling stockholders may transfer, devise or gift such shares by other means not described in this prospectus.

In connection with the sale of our shares, the selling stockholders may sell the shares directly or through broker-dealers acting as a principal or agent, or pursuant to a distribution by

A-1

one or more underwriters on a firm commitment or best efforts basis. The selling stockholders may also enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling stockholders, broker- dealers or agents that participate in the sale of the common stock may be "underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are "underwriters" within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

The aggregate proceeds to each selling stockholder from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.

Under the registration rights agreement, we are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. The selling stockholders have severally agreed to indemnify us against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares owned by them and, if they default in the performance of any of their secured obligations, the pledgees or secured parties may offer and sell the shares from time to time under this prospectus as it may be supplemented from time to time, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

A-2

To the extent required, the shares to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in a supplement to this prospectus or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the founding members and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed with the selling stockholders to use reasonable best efforts to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be sold pursuant to Rule 144 of the Securities Act without restriction.

Upon our notification by a selling stockholder that any material arrangement has been entered into with an underwriter or broker-dealer for the sale of shares through a block trade, special offering, exchange distribution, secondary distribution or a purchase by an underwriter or broker-dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing certain material information, including:

the name of the selling stockholder;
the number of shares being offered;
the terms of the offering;
the names of the participating underwriters, broker-dealers or agents;
any discounts, commissions or other compensation paid to underwriters or broker-dealers and any discounts, commission or concessions allowed or re-allowed or paid by any underwriters to dealers;
the public offering price; and
other material terms of the offering.

A-3

Annex B

GENERAL MOLY, INC.

Selling Stockholder Questionnaire

The undersigned holder of shares of the common stock, par value $0.001 per share, of General Moly, Inc. (the "Company") issued pursuant to a certain Exchange and Subscription Agreement by and among the Company and the Investors named therein (the "Subscription Agreement"), understands that the Company intends to file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-3 (the "Resale Registration Statement") for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the "1933 Act"), of the Registrable Securities in accordance with the terms of the Registration Rights Agreement by and among the Company and the Investors named therein (the "Registration Rights Agreement"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the "Prospectus"), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the 1933 Act) and be bound by the provisions of the Subscription Agreement and the Registration Rights Agreement (including certain indemnification provisions). Holders must complete and deliver this Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Questionnaire within (i) fifteen (15) Trading Days following the date of the Registration Rights Agreement or (ii) not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such Holder receives a draft of any additional Registration Statement required to be filed pursuant to the Registration Rights Agreement (providedthat the Company has given at least ten (10) Trading Days prior notice that such Questionnaire will be requested), as applicable, (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Resale Registration Statement and the Prospectus.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

B-1

QUESTIONNAIRE

Name.
1. Full Legal Name of Selling Stockholder
2. Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:
3. Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):
Address for Notices to Selling Stockholder:

Telephone:

Fax:

Email:

Contact Person:

3. Beneficial Ownership of Registrable Securities Issuable Pursuant to the Subscription Agreement:

Type and Number of Registrable Securities beneficially owned and issued pursuant to the Subscription Agreement:
Number of shares of Common Stock to be registered pursuant to this Questionnaire for resale:

B-2

4. Broker-Dealer Status:

Are you a broker-dealer?

Yes o No o

If "yes" to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?

Yes o No o

Note: If "no" to Section 3(b), the SEC's staff has indicated that you should be identified as an underwriter in the Registration Statement.

Are you an affiliate of a broker-dealer?

Yes o No o

Note: If "yes" to Section 3(c), provide a narrative explanation below:

If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes o No o

Note: If "no" to Section 3(d), the SEC's staff has indicated that you should be identified as an underwriter in the Registration Statement.

5. Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.

Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Subscription Agreement.

Type and Amount of other securities beneficially owned by the Selling Stockholder:
B-3

6. Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

7. Plan of Distribution:

The undersigned has reviewed the form of Plan of Distribution attached as Annex Ato the Registration Rights Agreement, and hereby confirms that, except as set forth below, the information contained therein regarding the undersigned and its plan of distribution is correct and complete.

State any exceptions here:

***********

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Resale Registration Statement remains effective. In the absence of any such notification, the Company shall be entitled to continue to rely on the accuracy of the information in this Questionnaire.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 7 above and the inclusion of such information in the Resale Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Registration Statement and the related prospectus and any amendments or supplements thereto.

B-4

By signing below, the undersigned acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M in connection with any offering of Registrable Securities pursuant to the Resale Registration Statement. The undersigned also acknowledges that it understands that the answers to this Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the Registration Rights Agreement and any amendments or supplements thereto filed with the SEC pursuant to the 1933 Act.

The undersigned confirms that, to the best of his, her or its knowledge and belief, the foregoing statements (including without limitation the answers to this Questionnaire) are correct.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered either in person or by his, her or its duly authorized agent.

Date:

Beneficial Owner:

By:

Name:

Title:

PLEASE EMAIL A .PDF COPY OF THE COMPLETED AND EXECUTED QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

General Moly, Inc.

1726 Cole Blvd., Suite 115 Lakewood, CO 80401 Attention: R. Scott Roswell Telephone: (303) 928-8599 Email: sroswell@generalmoly.com

B-5

Exhibit 10.1

GENERAL MOLY, INC.

EXCHANGE AND SUBSCRIPTION AGREEMENT

WITH RESPECT TO

OFFER TO EXCHANGE OUTSTANDING 10% SENIOR CONVERTIBLE NOTES DUE 2019 AND 10% SENIOR NOTES DUE 2019 FOR NEW

12% SENIOR NOTES DUE 2022 AND WARRANTS

AND

SUBSCRIPTION OFFER FOR UNITS CONSISTING OF

13% SENIOR PROMISSORY NOTES DUE 2022 AND WARRANTS

THIS EXCHANGE AND SUBSCRIPTION AGREEMENT (the "Agreement") dated as of December 27, 2019, is made and entered into by and among General Moly, Inc., a Delaware corporation (the "Company"), and each of the persons (each a "Noteholder" and collectively the "Noteholders") whose names are set forth on the Schedule of Investors attached hereto as Exhibit A(the "Schedule of Investors").

RECITALS

WHEREAS, the Company has offered to each of the holders of outstanding Senior Convertible Notes and Senior Promissory Notes (each, as defined below) the right to exchange (each such transaction, an "Exchange Transaction") such notes for Units (as defined below); and

WHEREAS each Unit shall consist of (i) one (1) 12% Senior Promissory Note due 2022 with an initial principal amount of $1, in substantially the form attached hereto as Exhibit B(the "Exchange Notes") and (ii) one (1) warrant each exercisable for one share of Common Stock (as defined below) over a three (3) year period at $0.35 per share, in substantially the form attached hereto as Exhibit C(each a "Warrant") (collectively each Exchange Note and Warrant, a "Unit"). For avoidance of doubt, the Warrants shall remain outstanding in the event that the Company exercises its right to redeem the Exchange Notes in accordance with their terms.

WHEREAS, the Company desires to sell to the Investors, and the certain Investors desire to purchase Supplemental Units (as defined below); and

WHEREAS, each supplemental unit offered shall consist of (i) one (1) 13% Senior Promissory Note due 2022 with an original principal amount of $100 in substantially the form attached hereto as Exhibit D(the "Supplemental Notes") and (ii) one hundred (100) Warrants (collectively each Supplemental Note and Warrant, a "Supplemental Unit'). For avoidance of doubt, the Warrants shall remain outstanding in the event that the Company exercises its right to redeem the Supplemental Notes in accordance with their terms.

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

AGREEMENT

1. Certain Definitions:

"1933 Act" means the Securities Act of 1933, as amended.

"2014 Units" means a Unit consisting of one Senior Convertible Promissory Note and one 2014 Warrant. "2014 Units Offering" means the offering of the 2014 Units consummated on December 26, 2104

"2014 Warrant" means a warrant representing the right to acquire 100 shares of Common Stock at a purchase price of $1.00 per share, which warrant expires, if not exercised, on December 26, 2104

"Action" has the meaning set forth in Section 3.10.

"Agreement" has the meaning set forth in the Recitals.

"Audited Financial Statements" has the meaning set forth in Section 3.9(d).

"Blue Sky Laws" means any state securities or "blue sky" laws.

"Business Day" means any day other than a Saturday, Sunday or any other day on which The Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

"Bylaws" has the meaning set forth in Section 3.2.

"Certificate of Incorporation" has the meaning set forth in Section 3.2.

"Closing Date" has the meaning set forth in Section 2.3.

"Closing" has the meaning set forth in Section 2.3.

"Common Stock" means the Company's Common Stock, $0.001 par value per share, authorized as of the date hereof, and any stock of any class or classes (however designated) hereafter authorized upon reclassification thereof, which, if the Board of Directors declares a dividend or distribution, has the right to participate in the distribution of earnings and assets of the Company after the payment of dividends or other distributions on any shares of capital stock

of the Company entitled to a preference and in the voting for the election of directors of the Company.

"Company" has the meaning set forth at the head of this Agreement and any corporation or other entity which shall succeed to or assume, directly or indirectly, the obligations of the Company hereunder. The term "corporation" shall include an association, joint stock company, business trust, limited liability company or other similar organization.

"Company Disclosure Letter" means the disclosure letter dated the date of this Agreement delivered to the Investors prior to the execution of this Agreement, which letter is incorporated in this Agreement.

"Company IP" has the meaning set forth in Section 3.12(a).

"Contemplated Transactions" has the meaning set forth in Section 3.1(b).

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Notes" has the meaning set forth in the Recitals.

"Exchange Transaction" has the meaning set forth in the Recitals.

"Exchanged Notes" has the meaning set forth in Section 2.1(a).

"Financial Statements" has the meaning set forth in Section 3.9(d).

"Governmental Body" shall mean any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature in the United States; (ii) federal, state, local, municipal, foreign or other government; or (iii) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or entity and any court or other tribunal) in the United States.

"Indemnified Party" has the meaning set forth in Section 6.2(b).

"Indemnifying Party" has the meaning set forth in Section 6.2(c).

"Intercreditor Agreement" means the Intercreditor Agreement by and among all Holders of the Notes, in the form attached hereto as Exhibit G.

"Investor" shall mean each Noteholder who purchases Units or Supplemental Units hereunder.

"Investor Majority" shall mean (a) until Closing, Investors who have subscribed for a majority of the aggregate of the Units and Supplemental Units then subscribed for and (b) thereafter, Investors (or their assignees in private transactions) who hold more than fifty percent (50%) of the aggregate principal amount of the Units and Supplemental Units.

"Knowledge" shall mean, with respect to a particular fact or other matter, the knowledge, after reasonable investigation, of the Chief Executive Officer or Chief Financial Officer of the Company.

"Legal Requirement" has the meaning set forth in Section 3.8. "Losses" has the meaning set forth in Section 6.2(b).

"Material Adverse Effect" has the meaning set forth in Section 3.1(a). "Material Agreement" has the meaning set forth in Section 3.7. "Notes" means the Exchange Notes and the Supplemental Notes.

"Purchased Warrants" has the meaning set forth in Section 2.2(a).

"Registration Rights Agreement" has the meaning set forth in Section 6.6.

"Rule 144" means Rule 144 promulgated under the 1933 Act or any successor or substitute rule, law or provision. "SEC" means the Securities and Exchange Commission.

"SEC Documents" has the meaning set forth in Section 3.9(a). "Securities" means the Units and the Supplemental Units.

"Senior Convertible Promissory Notes" means the outstanding Senior Convertible Notes of the Company issued in connection with the 2014 Units Offering.

"Senior Notes" means, collectively, the outstanding Senior Convertible Notes and the outstanding Senior Promissory Notes.

"Senior Promissory Notes" means the outstanding Senior Promissory Notes issued in connection with the conversion of Senior Convertible Promissory Notes.

"Subsidiary" means any significant subsidiary (as defined under Rule 1.02(w) of Regulation S-X promulgated by the SEC) of the Company. "Supplemental Note" has the meaning set forth in the Recitals.

"Supplemental Unit" has the meaning set forth in the Recitals.

"Transaction Documents" means this Agreement, the Notes, the Warrants, the Registration Rights Agreement and the Intercreditor Agreement.

"Unaudited Financial Statements" has the meaning set forth in Section 3.9(d).

"Underlying Securities" means the shares of Common Stock or other securities or property issued or from time to time issuable upon exercise of the Warrants.

"Unit" has the meaning set forth in the Recitals.

"Warrant" has the meaning set forth in the Recitals.

2. Exchange of Notes and Purchase and Sale of Supplemental Units.

Exchange of Notes.
1. The Company shall issue Units to Investors in exchange for Senior Convertible Notes and/or Senior Promissory Notes (collectively, the "Exchanged Notes") held by each such Noteholder. The Company shall issue one (1) Unit to each Investor in exchange for (i) each $1 in principal amount of Senior Convertible Notes and/or Senior Promissory Notes exchange, and (ii) each $1 of accrued and unpaid interest on each Senior Convertible Notes and/or Senior Promissory Notes.
2. The number of Units to be issued to each Investor by the Company is set forth on the signature page hereto, subject to acceptance, in whole or in part, by the Company, provided, that in order to participate in an Exchange Transaction, each Noteholder must tender all Senior Notes held by such Noteholder in such Exchange Transaction.
Sale and Issuance of Securities.
1. The Company shall sell to the Investors, and the Investors shall purchase from the Company, Supplemental Units at a price per Supplemental Unit equal to $100.00. Each Investor may purchase Supplemental Units in an amount not to exceed twenty percent (20%) of the original principal amount of Senior Notes exchanged by such Investor pursuant to Section 2.1(a). The Supplemental Notes sold as a component of the Supplemental Units are referred to as the "Supplemental Notes" and the Warrants sold as a component of the Supplemental Units are referred to as the "Purchased Warrants," and collectively with the Supplemental Notes, the "Securities."
2. The number of Supplemental Units to be purchased by each Investor from the Company is set forth on the signature page hereto, subject to acceptance, in whole or in part, by the Company.
Closing. The closing of the transactions contemplated hereby shall take place on December 27, 2019 or such other date thereafter but no later than December 31,

2019, as shall be determined by the Company with the consent of the Investor Majority, provided, however, that the Company may agree to hold no more than one (1) closing to be held on or around December 18, 2019 with the mutual consent of Investors who are agreeable to close on such prior date. Any such closing of the transactions contemplated hereby shall be deemed a "Closing" and the date of any such Closing shall be deemed a "Closing Date". Each Closing shall take place at the offices of Bryan Cave Leighton Paisner LLP, counsel to the Company, in Denver, Colorado, or at such other location as is mutually acceptable to the Investor Majority and the Company, subject to fulfillment of the conditions to each Closing set forth in the Agreement. At each Closing:

each Investor exchanging Exchanged Notes for Units shall tender such Exchanged Notes to the Company;
the Company shall issue and deliver to each Investor exchanging Exchanged Units a corresponding number of Exchange Notes and Warrants, registered in the name of such Investor as set forth opposite such Noteholder's name on the signature page hereto;
each Investor purchasing Supplemental Units at such Closing shall deliver to the Company or its designees prior to such Closing by wire transfer or such other method of payment as the Company shall approve, an amount equal to the purchase price of the Supplemental Units purchased by such Investor hereunder, as set forth opposite such Investor's name on the signature
pages hereof;
the Company shall deliver to each Investor one or more Supplemental Notes registered in the name of the Investor, or in such nominee name(s) as designated by the Investor in writing, representing the number of Supplemental Notes as set forth opposite such Investor's name on the signature page hereof; and
the Company shall issue and deliver to each Investor purchasing Supplemental Units at each Closing the Warrants, registered in the name of such Investor, pursuant to which such Investor shall have the right to acquire the number of Underlying Securities as set forth opposite such Investor's name on the signature page hereof on the terms set forth therein.

2.4 Investors' Conditions to Closing. The obligation of the Investors to complete the purchase of the Securities at the applicable Closing is subject to the Company delivering Securities as set forth in Section 2.3 and to fulfillment of the following conditions:

the representation and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the applicable Closing Date as though made

on and as of the applicable Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the applicable Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by an authorized officer of the Company to such effect;

1. the Company shall deliver to Investors executed copies of the Registration Rights Agreement;
2. the Company shall deliver to Investors a certified copy of its Certificate of Incorporation, and a Certificate of Good Standing from the Secretary of State of the State of Delaware dated as of a recent date; and
3. the Company shall have executed and delivered all other documents reasonably requested by counsel for the Investors.
Company's Conditions to Closing. The obligation of the Company to complete the Exchange Transaction and the sale of the Supplemental Units at each Closing is subject to fulfillment of the following conditions:
1. the representation and warranties of the Investors set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the applicable Closing Date as though made on and as of the applicable Closing Date (except to the extent such representations and warranties speak as of an earlier date), in which case such representations and warranties shall be true and correct in all material respects as of such earlier date),
2. each Investor shall have delivered to the Company executed copies of the Intercreditor Agreement, and
3. such Investors shall have performed in all material respects all covenants and other obligations required to be performed by them under this Agreement, if any, at or prior to the applicable Closing Date.

3. Representations and Warranties of the Company. The Company hereby represents and warrants to each of the Investors as follows:

Corporate Organization; Authority; Due Authorization.
1. The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the corporate power and authority to own or lease its properties as and in the places where its business is now conducted and to carry on its business as now conducted, and (iii) is duly qualified as a foreign corporation

authorized to do business in every jurisdiction where the failure to so qualify, individually or in the aggregate, would have a material adverse effect on the operations, assets, liabilities, financial condition or business of the Company and its Subsidiaries taken as a whole (a "Material Adverse Effect"). Set forth in Section 3.1(a) of the Company Disclosure Letter is a complete and correct list of all Subsidiaries. Each Subsidiary is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and is qualified to do business as a foreign corporation in each jurisdiction in which qualification is required, except where failure to so qualify would not have, individually or in the aggregate, a Material Adverse Effect.

The Company (i) has the requisite corporate power and authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and to incur the obligations herein and therein and (ii) has been authorized by all necessary corporate action to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). This Agreement is and each of the other Transaction Documents will be on the applicable Closing Date a valid and binding obligation of the Company enforceable in accordance with its terms except as limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding at law or equity).

3.2 Capitalization. As of September 30, 2019, the authorized capital stock of the Company consists of (a) six hundred fifty million (650,000,000) shares of Common Stock, $0.001 par value, of which 138,220,332 shares are issued and outstanding and (b) ten million (10,000,000) shares of preferred stock, $.001 per value, of which 1,400 shares of Series A Convertible Preferred Stock are outstanding and 400 shares of Series B Convertible Preferred Shares. Except as contemplated by this Agreement or as set forth in Section 3.2 of the Company Disclosure Letter, there are (A) no outstanding subscriptions, warrants, options, conversion privileges or other rights or agreements obligating the Company to purchase or otherwise acquire or issue any shares of capital stock of the Company (or shares reserved for such purpose), (B) no preemptive rights contained in the Company's Certificate of Incorporation, as amended (the "Certificate of Incorporation"), the Company's Amended and Restated Bylaws (the "Bylaws") or contracts to which the Company is a party or other rights of first refusal with respect to the issuance of additional shares of capital stock of the Company, including without limitation the Securities and the Underlying Securities, and (C) no commitments or understandings (oral or written) of the Company to issue any shares, warrants, options or other rights to acquire any equity securities of the Company. Except as set forth in Section 3.2 of the Company Disclosure Letter, no Persons have any anti-dilution rights of any kind, whether triggered by the

Contemplated Transactions or otherwise. To the Company's Knowledge, except as set forth in Section 3.2 of the Company Disclosure Letter, none of the shares of Common Stock are subject to any stockholders' agreement, voting trust agreement or similar arrangement or understanding. The Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.

Validity of Securities. The issuance of the Securities has been duly authorized by all necessary corporate action on the part of the Company.
Underlying Securities. (a) The issuance of the Underlying Securities upon exercise of the Warrants has been duly authorized, (b) the Underlying Securities prior to such exercise will have been duly reserved for issuance upon such exercise and (c) when so issued, the Underlying Securities will be validly issued, fully paid and non-assessable.
Private Offering. Neither the Company nor anyone authorized to act on its behalf has within the last twelve (12) months issued, sold or offered any security of the Company (including, without limitation, any Common Stock, notes of similar tenor to the Exchanged Notes or the Supplemental Notes, or warrants of similar tenor to the Purchased Warrants) to any Person under circumstances that would cause the issuance and sale of the Securities, as contemplated by this Agreement, to the Company's Knowledge to be subject to the registration requirements of Section 5 of the 1933 Act. The Company agrees that neither the Company nor anyone authorized to act on its behalf will offer the Securities or any part thereof or any similar securities for issuance or sale to, or solicit any offer to acquire any of the same from, anyone so as to make the issuance and sale of the Securities subject to the registration requirements of Section 5 of the 1933 Act.
Brokers and Finders. Except as set forth in Section 3.6 of the Company Disclosure Letter, the Company has not retained any broker, investment banker or finder in connection with the Contemplated Transactions and will not owe any fees to any broker, investment banker or finder under a tail or similar covenant from an earlier engagement or financing.
No Conflict; Required Filings and Consents.
1. Except as set forth in Section 3.7(a) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement and the other Transaction Documents by the Company do not, and the consummation by the Company of the Contemplated Transactions will not, (i) conflict with or violate the Certificate of Incorporation or the Bylaws of the Company or its Subsidiaries, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or its Subsidiaries or by which any property or asset of the Company or its Subsidiaries is bound or affected, or (iii) result in any breach of or constitute a default (or

an event which with notice or lapse of time or both would become a default) under, result in the loss of a material benefit under, or give to others any right of purchase or sale, or any right of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or of any of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or of any of its Subsidiaries or any property or asset of the Company or of any of its Subsidiaries is bound or affected (the "Material Agreements"); except, in the case of clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or delay consummation of any of the Contemplated Transactions in any material respect or otherwise prevent the Company from performing its obligations under this Agreement or any of the other Transaction Documents in any material respect, and would not, individually or in the aggregate, have a Material Adverse Effect.

1. The execution and delivery of this Agreement and the other Transaction Documents by the Company do not, and the performance of this Agreement and the other Transaction Documents and the consummation by the Company of the Contemplated Transactions will not, require, on the part or in respect of the Company, any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body (as hereinafter defined) except for the filing of a Form D with the SEC and applicable requirements, if any, of the Exchange Act or Blue Sky Laws, and any approval required by applicable rules of the markets in which the Company's securities are traded.
Compliance. Except as set forth in the SEC Documents or in Section 3.8 of the Company Disclosure Letter, neither the Company nor any Subsidiary is in conflict with, or in default or violation of (i) any law, rule, regulation, order, judgment or decree applicable to the Company or such Subsidiary or by which any property or asset of the Company or such Subsidiary is bound or affected ("Legal Requirement"), or
1. any Material Agreement, in each case except for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary has received any written notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement, except any such violations or failures that would not, individually or in the aggregate, have a Material Adverse Effect.
SEC Documents; Financial Statements.
1. The information contained in the following documents, did not, as of the date of the applicable document, include any untrue statement of a

material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, as of their respective filing dates or, if amended, as so amended (the following documents, collectively, the "SEC Documents"), provided that the representation in this sentence shall not apply to any misstatement or omission in any SEC Document filed prior to the date of this Agreement which was superseded by a subsequent SEC Document filed prior to the date of this Agreement:

1. the Company's Annual Report on Form 10-K for the year ended December 31, 2018;
2. the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2019; and
3. the Company's Current Report on Form 8-K filed on January 22, March 15, March 28, May 23, June 11, June 27, July 3, July 31, August 2, August 7, September 18, September 30 and November 6, 2019.
The Company has filed all forms, reports and documents required to be filed by it with the SEC for the 12 months preceding the date of this Agreement, including without limitation the SEC Documents. As of their respective dates, the SEC Documents filed prior to the date hereof complied as to form in all material respects with the applicable requirements of the 1933 Act, the Exchange Act, and the rules and regulations thereunder.
The Company's Annual Report on Form 10-K for the year ended December 31, 2018, includes audited consolidated balance sheets as of December 31, 2018 and 2017, consolidated statements of operations and consolidated statements of cash flows for the one year periods then ended (the "Audited Financial Statements"), and the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, includes unaudited consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows for the nine (9) month periods ended September 30, 2019 and September 30, 2018 (the "Unaudited Financial Statements," and collectively with the Audited Financial Statements, the "Financial Statements").
The Financial Statements (including the related notes and schedules thereto) fairly present in all material respects the consolidated financial position, the results of operations, retained earnings or cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of the Unaudited Financial Statements, to normal year-end audit adjustments that would not be material in amount or effect), in each case

in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein.

Litigation. Except as set forth in the SEC Documents or in Section 3.10 of the Company Disclosure Letter, there are no claims, actions, suits, investigations, inquiries or proceedings (each, an "Action") pending against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, at law or in equity, or before or by any court, tribunal, arbitrator, mediator or any federal or state commission, board, bureau, agency or instrumentality, that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Except as set forth in the SEC Documents or in Section 3.10 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
Absence of Certain Changes. Except as specifically contemplated by this Agreement or as set forth in Section 3.11 of the Company Disclosure Letter or in the SEC Documents, since September 30, 2019, there has not been (a) any material adverse change in the business, prospects or financial condition of the Company; (b) any dividends or other distribution of assets to stockholders of the Company; (c) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise) of any Person by the Company; or (d) any transactions, other than in the ordinary course of business, consistent in all material respects with past practices, with any of its officers, directors or principal stockholders or any of their respective Affiliates.
Intellectual Property.
1. To the Knowledge of the Company, it owns, or has the right to use, sell or license all intellectual property reasonably required for the conduct of its business as presently conducted (collectively, the "Company IP") except for any failure to own or have the right to use, sell or license the Company IP that would not have a Material Adverse Effect.
2. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not constitute a breach of any instrument or agreement governing any Company IP, will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Company IP or impair the right of the Company and its Subsidiaries to use, sell or license any Company IP, except for the occurrence of any such breach, forfeiture, termination or impairment that would not, individually or in the aggregate, result in a Material Adverse Effect.

1. (i) None of the manufacture, marketing, license, sale and use of any product currently licensed or sold by the Company or any of its Subsidiaries violates any license or agreement between the Company or any of its Subsidiaries and any third party or, to the Knowledge of the Company, infringes any intellectual property right of any other party; and (ii) there is no pending or, to the Knowledge of the Company, threatened claim or litigation contesting the validity, ownership or right to use, sell, license or dispose of any Company IP; except, with respect to clauses (i) and (ii), for any violations, infringements, claims or litigations that would not, individually or in the aggregate, have a Material Adverse Effect.
No Adverse Actions. Except as set forth in the SEC Documents or in Section 3.13 of the Company Disclosure Letter, there is no existing, pending or, to the Knowledge of the Company, threatened termination, cancellation, limitation, modification or change in the business relationship of the Company or any of its Subsidiaries, with any supplier, customer or other Person except such as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Registration Rights. Except as set forth in the Registration Rights Agreement or in Section 3.14 of the Company Disclosure Letter, the Company is not under any obligation to register under the 1933 Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities nor is the Company obligated to register or qualify any such securities under any Blue Sky Laws.
Corporate Documents. The Company's Certificate of Incorporation and Bylaws, each as amended to date, which are certified as of the applicable Closing Date are true, correct and complete and contain all amendments thereto.

4. Representations and Warranties of the Investors. Each Investor represents and warrants to the Company as follows:

Authorization. If an entity, such Investor (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (ii) has the power and authority to own and hold the Units and the Supplemental Units. Such Investor (x) has full power and authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and to incur the obligations herein and therein and (y) if applicable, has been authorized by all necessary corporate or equivalent action to execute, deliver and perform this Agreement and the other Transaction Documents and to consummate the Contemplated Transactions. This Agreement is and each of the other Transaction Documents will be upon the execution and delivery by such Investor, a valid and binding obligation of such Investor enforceable in accordance with its terms, except as limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting the enforcement

of creditors' rights and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding at law or equity).

Brokers and Finders. Such Investor has either not retained an investment banker, broker or finder, or has provided the name and information concerning such entity to the Company on or prior to the applicable Closing Date.
No Governmental Review. Such Investor understands that no United States Federal or state agency or any other Governmental Body has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor has any agency or other Governmental Body passed upon or endorsed the merits of the offering of the Securities.
Accredited Investor Status. As more fully set forth in the Accredited Investor Questionnaire to be delivered by the Investor to the Company in the form attached hereto as Exhibit E, the Investor is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. The information provided by the Investor in the Questionnaire is true, complete and correct in all respects.
No Conflict; Required Filings and Consents.
1. The execution, delivery and performance of this Agreement and the other Transaction Documents by each Investor do not, and the consummation by such Investor of the Contemplated Transactions will not, (i) if such Investor is an entity, conflict with or violate the certificate of incorporation or the bylaws (or equivalent or comparable documents) of such Investor, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Investor or by which any property or asset of such Investor is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss of a material benefit under, or give to others any right of purchase or sale, or any right of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of such Investor pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Investor is a party or by which such Investor or any property or asset of such Investor is bound or affected; except, for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or delay consummation of any of the Contemplated Transactions in any material respect or otherwise prevent such Investor from performing its obligations under this Agreement or any of the other Transaction Documents in any material respect.
2. The execution and delivery of this Agreement and the other Transaction Documents by each Investor do not, and the performance of this

Agreement and the other Transaction Documents and the consummation by such Investor of the Contemplated Transactions will not, require, on the part or in respect of such Investor, any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body.

5. Securities Laws.

5.1 Securities Laws Representations and Covenants of Investors.

Each Investor represents and warrants to the Company that: this Agreement is made by the Company with such Investor in reliance upon such Investor's representation to the Company, which by such Investor's execution of this Agreement such Investor hereby confirms, that the Securities to be received by such Investor will be acquired for investment for such Investor's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof such that such Investors would constitute an "underwriter" under the 1933 Act; provided that this representation and warranty shall not limit (i) the Investor's right to sell the Underlying Securities in compliance with an exemption from registration under the 1933 Act and in compliance with all applicable federal securities laws and Blue Sky Laws or (ii) the Investor's rights to indemnification under this Agreement.
Each Investor understands and acknowledges that (i) the offering of the Securities pursuant to this Agreement will not be registered under the 1933 Act or qualified under any Blue Sky Laws on the grounds that the offering and sale of the Securities are exempt from registration and qualification, respectively, under the 1933 Act and the Blue Sky Laws, (ii) nothing in this Agreement or any of the other Transaction Documents or in any other materials presented by or on behalf of the Company to such Investor in connection with the purchase of Securities constitutes legal, tax or investment advice, (iii) such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Securities and (iv) if the Securities have not been registered under the 1933 Act and Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder.
Each Investor covenants that, unless Exchange Notes, the Warrants issued in connection with the Exchange Notes, the Supplemental Notes, the Purchased Warrants, the Underlying Securities or any other shares of capital stock of the Company received in respect of the foregoing have been registered, such Investor will not dispose of such securities unless and until such Investor shall have notified the Company of the proposed

disposition and shall have furnished the Company with an opinion of counsel reasonably satisfactory in form and substance to the Company to the effect that (i) such disposition will not require registration under the 1933 Act and (ii) appropriate action necessary for compliance with the 1933 Act, all applicable Blue Sky Laws and any other applicable state, local or foreign law has been taken; provided, however, that if an Investor provides such an opinion reasonably satisfactory in form and substance to the Company, the Company will bear the reasonable expense thereof.

Each Investor represents to the Company that: (i) such Investor is able to fend for itself in the Contemplated Transactions; (ii) such Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of such Investor's prospective investment in the Securities and has so evaluated the merits and risks of such investment; (iii) such Investor has the ability to bear the economic risks of such Investor's prospective investment and can afford the complete loss of such investment; (iv) such Investor has been furnished with and has reviewed the SEC Documents and the Company Disclosure Letter; (v) such Investor has been furnished with and has had access to such information as is in the SEC Documents and in the Company Disclosure Letter, together with the opportunity to obtain such additional information as it requested to verify the accuracy of the information contained therein or otherwise supplied to such Investor so that such Investor can make an informed investment decision with respect to an investment in the Securities; (vi) such Investor has had access to officers of the Company and an opportunity to ask questions of and receive answers from such officers and has had all questions that have been asked by such Investor satisfactorily answered by the Company; and (vii) such Investor is not subscribing to purchase the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a Person not previously known to such Investor in connection with investments in securities generally.
Each Investor represents to the Company that: such Investor: (i) was qualified at the time such Investor was offered the securities, (ii) qualifies on the date hereof, and (iii) will qualify on the applicable Closing Date, as an "accredited investor" as such term is defined under Rule 501 promulgated under the 1933 Act. Any Investor that is a corporation, a partnership, a limited liability company, a trust or other business entity further represents to the Company that it has not been organized for the purpose of purchasing the Securities.
By acceptance hereof, each Investor acknowledges that the Exchange Notes, the Warrants issued in connection with the Exchange Notes, Supplemental Notes, the Purchased Warrants, the Underlying Securities

and any shares of capital stock of the Company received in respect of the foregoing held by it may not be sold by such Investor without registration under the 1933 Act or an exemption therefrom, and therefore such Investor may be required to hold such securities for an indeterminate period.

In connection with any transfer of Securities made by each Investor in compliance with the provisions of this Agreement, such Investor will cause each proposed transferee of such Securities to agree and take hold such Securities subject to the provisions of this Agreement.
The representations, warranties and covenants of each Investor in this Agreement are made severally and not jointly.

5.2 Legends. All notes and certificates for the Exchange Notes, the Warrants issued in connection with the Exchange Notes, Supplemental Notes, Purchased Warrants and the Underlying Securities, and each certificate representing any shares of capital stock of the Company or other securities or property received in respect of the foregoing, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate (unless otherwise permitted herein) shall bear the following legend, unless such securities have been registered under the 1933 Act:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF

(I) SUCH REGISTRATION OR (II) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."

6. Additional Covenants of the Company.

6.1 Reports, Information, Securities.

The Company shall cooperate with each Investor in supplying such information as may be reasonably requested by such Investor to complete and file any information reporting forms presently or hereafter required by the SEC as a condition to the availability of the safe harbor pursuant to Rule 144 for the sale of any of the Exchange Notes, the Warrants issued in connection with the Exchange Notes, Supplemental Notes, the Purchased

Warrants, the Underlying Securities and shares of capital stock of the Company received in respect of the foregoing.

The Company shall keep reserved for issuance a sufficient number of authorized but unissued shares of Common Stock (or other securities or property into which the Warrants are then exercisable) so that the Warrants may be converted or exercised to purchase Common Stock (or such other securities or property) at any time.

6.2 Expenses; Indemnification.

The Company agrees to pay on the applicable Closing Date and save the Investors harmless against liability for (i) the payment of any stamp or similar taxes (including interest and penalties, if any) that may be determined to be payable in respect of the execution and delivery of this Agreement, and the issue and sale of any Securities and the Underlying Securities, (ii) the expense of preparing and issuing the certificates for the Securities and the Underlying Securities, and (iii) the cost of delivering the Securities and the Underlying Securities of each Investor to such Investor's address, insured in accordance with customary practice. Each Investor shall be responsible for its out-of-pocket expenses arising in connection with the Contemplated Transactions.
The Company hereby agrees and acknowledges that the Investors have been induced to enter into this Agreement and to exchange and purchase the Securities hereunder, in part, based upon the representations, warranties, agreements and covenants of the Company contained herein. The Company hereby agrees to pay, indemnify and hold harmless the Investors and any director, officer, partner, member, employee or other affiliate of any Investor (each, an "Indemnified Party") against all claims, losses and damages resulting from any and all legal or administrative proceedings, including without limitation, reasonable attorneys' fees and expenses incurred in connection therewith (but in no event for more than one law firm, selected by the Investor Majority, for all the Investors) (collectively, "Losses"), resulting from a breach by the Company of any representation or warranty of the Company contained herein or the failure of the Company to perform any agreement or covenant made herein;
As soon as reasonably practicable after receipt by any Indemnified Party of notice of any Losses in respect of which the Company (the "Indemnifying Party") may be required to provide indemnification thereof under this Section 6.2, the Indemnified Party shall give written notice thereof to the Indemnifying Party. The Indemnified Party may, at its option, claim indemnity under this Section 6.2 as soon as a claim has been threatened by a third party, regardless of whether any actual Losses have been suffered, so long as counsel for such Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnifying

Party may be required to provide indemnification therefor as a result thereof and shall give notice of such determination to the Indemnifying Party. The Indemnified Party shall permit the Indemnifying Party at the Indemnifying Party's option and expense, to assume the defense of any such claim by counsel mutually and reasonably satisfactory to the Indemnifying Party and a majority in interest of the Indemnified Parties and to settle or otherwise dispose of the same; provided, however, that each Indemnified Party may at all times participate in such defense at such Indemnified Party's expense; and provided further, however, that the Indemnifying Party shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party, consent to the entry of any judgment or settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to such Indemnified Party of a release of all liabilities in respect of such claim. If the Indemnifying Party does not promptly assume the defense of such claim or if any such counsel is unable to represent one or more of the Indemnified Parties due to a conflict of interest, then an Indemnified Party may assume, to the extent separable, the defense of such portion of the claim as to which the conflict arose (and, if not separable, the entire claim) and be entitled to indemnification and prompt reimbursement from the Indemnifying Party for such Indemnified Party's reasonable costs and expenses incurred in connection therewith, including without limitation, reasonable attorneys' fees and expenses (not to exceed the cost of more than one law firm for all Investors). Such fees and expenses shall be reimbursed to the Indemnified Parties as soon as practicable after submission of invoices to the Indemnifying Party.

Integration with Subsequent Transactions. The Company shall not directly or indirectly, sell, offer for sale or solicit offers to buy or otherwise negotiate with respect of any security (as defined in Section 2 of the 1933 Act) of the same or similar class as the Units or the Supplemental Units that would (i) be integrated with the offer or sale of the Units or the Supplemental Units in a manner that would require the registration under the 1933 Act of the sale of the Units or the Supplemental Units to the Investor; (ii) cause the offer and sale of the Units or the Supplemental Units to fail to be entitled to the exemption from registration afforded by Section 4(a)(2) of the 1933 Act; or (iii) be integrated with the offer or sale of the Units or the Supplemental Units for purposes of the rules or regulations of any national securities exchange on which the Company's Common Stock are listed or designated such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained prior to the closing of such subsequent transactions. As used in this Agreement, the terms "offer" and "sale" shall have the meanings specified in Section 2(3) of the 1933 Act.
Form D and Blue Sky. The Company agrees to file a Form D with respect to the Units and the Supplemental Units as required under Regulation D promulgated under the 1933 Act and to promptly provide a copy thereof to any Investor who

requests a copy after such filing by reference to the web site www.sec.gov maintained by the SEC. The Company, on or before the applicable Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Units and the Supplemental Units for sale to the Investors at Closing pursuant to this Agreement under the applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification), and if requested by an Investor, shall provide evidence of any such action so taken. The Company shall make such filings and reports relating to the offer and sale of the Units and the Supplemental Units, including but not limited to Form D if required in any state, as required under applicable Blue Sky laws following or on the applicable Closing Date. No Investor shall incur any costs or expenses relating to Form D or such filings under applicable Blue Sky laws.

Listing on Securities Exchanges. In furtherance and not in limitation of any other provision of this Agreement, during any period of time in which the Company's Common Stock is listed on any national securities exchange, the Company will, at its expense, exercise its best efforts to simultaneously list on such exchange, upon official notice of issuance upon the exercise of the Warrants, and maintain such listing, all Underlying Securities.
Registration Rights. The Underlying Securities shall be entitled to the rights set forth in a Registration Rights Agreement to be entered into by and among the Company and the Investors, in substantially the form attached hereto as Exhibit F(the "Registration Rights Agreement").
Use of Proceeds. The Company shall use the proceeds from the offering and sale of Units hereunder for the redemption of any Senior Notes which are not exchanged for Exchange Notes, and general corporate purposes.

7. Miscellaneous.

Entire Agreement; Successors and Assigns. This Agreement and the other Transaction Documents constitute the entire contract between the parties relative to the subject matter hereof and thereof, and no party shall be liable or bound to the other in any manner by any warranties or representations (express or implied) or agreements or covenants except as specifically set forth herein or therein. This Agreement and the other Transaction Documents supersede any previous agreement among the parties with respect to the subject matter hereof and thereof. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective executors, administrators, heirs, successors and assigns of the parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Survival of Representations and Warranties. Notwithstanding any right of the Investors fully to investigate the affairs of the Company and notwithstanding any

knowledge of facts determined or determinable by any Investor pursuant to such right of investigation, each Investor has the right to rely fully upon the representations, warranties, covenants and agreements of the Company contained in this Agreement or in any documents delivered pursuant to this Agreement. All such representations and warranties of the Company contained in this Agreement shall survive the execution and delivery of this Agreement and the applicable Closing hereunder and shall continue in full force and effect until the earlier of (a) the date that is one year after the applicable Closing and (b) the sale of all of the Underlying Securities pursuant to Rule 144 under the 1933 Act or an effective registration statement under the 1933 Act covering the Underlying Securities. All representations and warranties of the Investors contained in this Agreement shall survive the execution and delivery of this Agreement and the applicable Closing hereunder and shall continue in full force and effect until the date that is one year after the applicable Closing. The covenants of the Investors and the Company set forth in this Agreement shall survive the applicable Closing.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws principles. The parties hereto hereby agree to be subject to the exclusive personal jurisdiction in the federal and state courts of the State of New York located in New York City, New York and any award which may be enforced in regard to this Agreement may be enforced in such federal and state courts of the State of New York. Each of the parties hereto hereby agrees to irrevocably and unconditionally waive trial by jury in any judicial proceeding between or among the parties arising out of or related to the Contemplated Transactions.
Counterparts. This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Headings. The headings of the sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement.
Notices. Any notice required or permitted to be given under this Agreement by any party shall be sufficiently given if delivered either
(a) by electronic mail at such party's electronic email address set forth below, or (b) by nationally recognized overnight express company, at such party's physical address set forth below. All such notices and other communications shall, when mailed by means of any nationally recognized overnight express company, be effective when delivered to the notice address (as evidenced by any signature for delivery at the notice address), or, if sent by electronic mail during the recipient's normal business hours, when such notice is sent, and if such notice is sent by electronic mail after the recipient's normal business hours, then on the next day. Either party hereto may change its address specified for notices herein by designating a new address by notice in accordance with this Section 7.6.

Rights of Transferees. Any and all rights and obligations of each of the Investors herein incident to the ownership of Securities or the Underlying Securities shall pass successively to all subsequent transferees of such securities until extinguished pursuant to the terms hereof; provided, however, that no Investor may transfer or assign its rights under this Agreement (other than to an Affiliate) between the date of this Agreement and the applicable Closing Date.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or any other provision of this Agreement.
Fees and Expenses. Each party hereto shall pay its own (and its Affiliates') legal, accounting and other fees, costs and expenses in connection with the Contemplated Transactions, including the fees, costs and expenses of their respective advisors or other representatives in connection with consultation or communication with or other assistance to the other party or its advisors or representatives.
Amendments and Waivers. Unless a particular provision or section of this Agreement requires otherwise explicitly in a particular instance, any provision of this Agreement may be amended and the observance of any provision of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investor Majority. Any amendment or waiver effected in accordance with this Section 7.10 shall be binding upon each Investor, each holder of any Securities at the time outstanding (including without limitation securities into which any such Securities are convertible or exercisable), each future holder thereof, and the Company.
Company Disclosure Letter. Information disclosed in any section of the Company Disclosure Letter shall be deemed to be disclosed with respect to the corresponding numbered section of this Agreement, as well as to such other sections of this Agreement to which such disclosure shall reasonably pertain in light of the form and substance of the disclosure made.
Construction. Words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa as the context requires. The words "herein," "hereinafter," "hereunder" and words of similar import used in this Agreement shall, unless otherwise stated, refer to this Agreement as a whole and not to any particular provision of this Agreement. The words "or" and "any" are not exclusive. All references to "$" in this Agreement and the other agreements contemplated hereby shall refer to United States dollars (unless otherwise specified expressly). Any reference to any gender includes the other genders.

[Remainder of page intentionally left blank; signature page attached.]

IF the INVESTOR is an INDIVIDUAL, please complete the following:

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

Exchange Notes $ 23,942

Accrued and Unpaid Interest: $ 565

Units Issued for Exchange Notes: 23,942

Amount of Subscription:

Number of Supplemental Units to be Purchased:

Accepted and Agreed to as of the date first above written:

Kathleen A. Antony

Print Name

/s/ Kathleen A. Antony Signature of Investor

Social Security Number

Address and Fax Number

E-mail Address

State of Domicile:

Colorado

GENERAL MOLY, INC.	Address for notices:
		1726 Cole Blvd., Suite 115
By:	/s/ R. Scott Roswell	Lakewood, CO 80401
		Attention: Bruce D. Hansen
Name:	R. Scott Roswell	Telephone: (303) 928-8599
Title:	Chief Legal Officer	Email: bhansen@generalmoly.com
with a copy to:

Date:	December 27, 2019	Bryan Cave Leighton Paisner LLP
		1700 Lincoln Street, Suite 4100
		Denver, CO 80203
		Attention: Charles D. Maguire, Jr.
		Telephone: (303) 866-0550
		Email: charles.maguire@bclplaw.com

[Signature Page to Exchange and Subscription Agreement]

IF the INVESTOR is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY, TRUST or OTHER ENTITY, please complete the following:

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

Exchange Notes $ 71,739		Bella Holdings LLC
Accrued and Unpaid Interest: $ 1,693		Print Full Legal Name of Partnership, Company, Limited Liability Company,
			Trust or Other Entity
Units Issued for Exchange Notes: 71,739		By:	/s/ Robert David Russell
Amount of Subscription:
			(Authorized Signatory)
$ 14,000			Name:	Robert David Russell
Number of Supplemental Units to be Purchased: 140		Title:	Member


			Address and Fax Number

			Taxpayer Identification Number
			Date and State of Incorporation or Organization:
			June 2012, Wyoming
			Date on which Taxable Year Ends:
			Dec. 31

			E-mail Address
Accepted and Agreed to as of the date first above written:
GENERAL MOLY, INC.		Address for notices:
			1726 Cole Blvd., Suite 115
By:	/s/ R. Scott Roswell		Lakewood, CO 80401
			Attention: Bruce D. Hansen
Name:	R. Scott Roswell		Telephone: (303) 928-8599
Title:	Chief Legal Officer		Email: bhansen@generalmoly.com
	with a copy to:

Date:	December 27, 2019		Bryan Cave Leighton Paisner LLP
			1700 Lincoln Street, Suite 4100

Denver, CO 80203

Attention: Charles D. Maguire, Jr.

Telephone: (303) 866-0550

Email: charles.maguire@bclplaw.com

[Signature Page to Exchange and Subscription Agreement]

IF the INVESTOR is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY, TRUST or OTHER ENTITY, please complete the following:

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

Exchange Notes $ 20,419		Michael K. Branstetter IRA
Accrued and Unpaid Interest: $ 967		Print Full Legal Name of Partnership, Company, Limited Liability Company,
			Trust or Other Entity
Units Issued for Exchange Notes: 20,419		By:	/s/ Michael K. Branstetter
Amount of Subscription:
			(Authorized Signatory)
$			Name:	Michael K. Branstetter
Number of Supplemental Units to be Purchased:		Title:


			Address and Fax Number

			Taxpayer Identification Number
			Date and State of Incorporation or Organization:

			Date on which Taxable Year Ends:


			E-mail Address
Accepted and Agreed to as of the date first above written:
GENERAL MOLY, INC.		Address for notices:
			1726 Cole Blvd., Suite 115
By:	/s/ R. Scott Roswell		Lakewood, CO 80401
			Attention: Bruce D. Hansen
Name:	R. Scott Roswell		Telephone: (303) 928-8599
Title:	Chief Legal Officer		Email: bhansen@generalmoly.com
	with a copy to:

Date:	December 27, 2019		Bryan Cave Leighton Paisner LLP
			1700 Lincoln Street, Suite 4100
			Denver, CO 80203
			Attention: Charles D. Maguire, Jr.
			Telephone: (303) 866-0550
			Email: charles.maguire@bclplaw.com

[Signature Page to Exchange and Subscription Agreement]

IF the UNITS and/or SUPPLEMENTAL UNITS will be held as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY, please complete the following:

	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
Exchange Notes $ 7,657		Michael K. and Nancy A. Branstetter
Accrued and Unpaid Interest: $ 363		Print Name of Purchaser
	/s/ Michael K. Branstetter
Units Issued for Exchange Notes: 7,657
	Signature of a Purchaser
Amount of Subscription:
$				Social Security Number
Number of Supplemental Units to be Purchased:		Nancy A. Branstetter
				Print Name of Spouse or Other Purchaser
				/s/ Nancy A. Branstetter
				Signature of Spouse or Other Purchaser

				Social Security Number

				Address and Fax Number

				E-mail Address
				State of Domicile:	Idaho
Accepted and Agreed to as of the date first above written:
GENERAL MOLY, INC.		Address for notices:
				1726 Cole Blvd., Suite 115
By:	/s/ R. Scott Roswell		Lakewood, CO 80401
				Attention: Bruce D. Hansen
Name:	R. Scott Roswell		Telephone: (303) 928-8599
				Email: bhansen@generalmoly.com
Title:	Chief Legal Officer
	with a copy to:

Date:	December 27, 2019		Bryan Cave Leighton Paisner LLP
				1700 Lincoln Street, Suite 4100
				Denver, CO 80203
				Attention: Charles D. Maguire, Jr.
				Telephone: (303) 866-0550
				Email: charles.maguire@bclplaw.com

[Signature Page to Exchange and Subscription Agreement]

IF the INVESTOR is an INDIVIDUAL, please complete the following:

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

Exchange Notes $ 30,185

Accrued and Unpaid Interest: $ 712

Units Issued for Exchange Notes: 30,185

Amount of Subscription: $ 5,800

Number of Supplemental Units to be Purchased: 58

Accepted and Agreed to as of the date first above written:

David Chaput

Print Name

/s/ David Chaput

Signature of Investor

Social Security Number

Address and Fax Number

E-mail Address

State of Domicile:

Illinois

GENERAL MOLY, INC.	Address for notices:
		1726 Cole Blvd., Suite 115
By:	/s/ R. Scott Roswell	Lakewood, CO 80401
		Attention: Bruce D. Hansen
Name:	R. Scott Roswell	Telephone: (303) 928-8599
Title:	Chief Legal Officer	Email: bhansen@generalmoly.com
with a copy to:

Date:	December 27, 2019	Bryan Cave Leighton Paisner LLP
		1700 Lincoln Street, Suite 4100
		Denver, CO 80203

Attention: Charles D. Maguire, Jr.

Telephone: (303) 866-0550

Email: charles.maguire@bclplaw.com

[Signature Page to Exchange and Subscription Agreement]

IF the UNITS and/or SUPPLEMENTAL UNITS will be held as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY, please complete the following:

	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
Exchange Notes $ 1,174,024		Bruce D. and Bong T. Hansen
Accrued and Unpaid Interest: $ 55,610		Print Name of Purchaser
	/s/ Bruce D. Hansen
Units Issued for Exchange Notes: 1,174,024
	Signature of a Purchaser
Amount of Subscription:
$ 223,700			Social Security Number
Number of Supplemental Units to be Purchased: 2,237		Bong T. Hansen
				Print Name of Spouse or Other Purchaser
				/s/ Bong T. Hansen
				Signature of Spouse or Other Purchaser

				Social Security Number

				Address and Fax Number

				E-mail Address
				State of Domicile:	Colorado
Accepted and Agreed to as of the date first above written:
GENERAL MOLY, INC.		Address for notices:
				1726 Cole Blvd., Suite 115
By:	/s/ R. Scott Roswell		Lakewood, CO 80401
				Attention: Bruce D. Hansen
Name:	R. Scott Roswell		Telephone: (303) 928-8599
				Email: bhansen@generalmoly.com
Title:	Chief Legal Officer
	with a copy to:

Date:	December 27, 2019		Bryan Cave Leighton Paisner LLP
				1700 Lincoln Street, Suite 4100
				Denver, CO 80203

Attention: Charles D. Maguire, Jr.

Telephone: (303) 866-0550

Email: charles.maguire@bclplaw.com

[Signature Page to Exchange and Subscription Agreement]

IF the UNITS and/or SUPPLEMENTAL UNITS will be held as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY, please complete the following:

	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
Exchange Notes $ 49,301		Kenneth D. and Mildred Elaine Hansen
Accrued and Unpaid Interest: $ 1,163		Print Name of Purchaser
	/s/ Kenneth D. Hansen
Units Issued for Exchange Notes: 49,301
	Signature of a Purchaser
Amount of Subscription:
$ 9,600					Social Security Number
Number of Supplemental Units to be Purchased: 96		Mildred Elaine Hansen
				Print Name of Spouse or Other Purchaser
				/s/ Mildred Elaine Hansen
				Signature of Spouse or Other Purchaser

				Social Security Number

				Address and Fax Number

				E-mail Address
				State of Domicile:	Colorado
Accepted and Agreed to as of the date first above written:
GENERAL MOLY, INC.		Address for notices:
				1726 Cole Blvd., Suite 115
By:	/s/ R. Scott Roswell		Lakewood, CO 80401
				Attention: Bruce D. Hansen
Name:	R. Scott Roswell		Telephone: (303) 928-8599
				Email: bhansen@generalmoly.com
Title:	Chief Legal Officer
	with a copy to:

Date:	December 27, 2019		Bryan Cave Leighton Paisner LLP
				1700 Lincoln Street, Suite 4100
				Denver, CO 80203

Attention: Charles D. Maguire, Jr.

Telephone: (303) 866-0550

Email: charles.maguire@bclplaw.com

[Signature Page to Exchange and Subscription Agreement]

IF the UNITS and/or SUPPLEMENTAL UNITS will be held as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY, please complete the following:

	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
Exchange Notes $ 10,242		Eric T. and Lorena R. Kolstad
Accrued and Unpaid Interest: $ 242		Print Name of Purchaser
	/s/ Eric T. Kolstad
Units Issued for Exchange Notes: 10,242
	Signature of a Purchaser
Amount of Subscription:
$					Social Security Number
Number of Supplemental Units to be Purchased:		Lorena R. Kolstad
				Print Name of Spouse or Other Purchaser
				/s/ Lorena R. Kolstad
				Signature of Spouse or Other Purchaser

				Social Security Number

				Address and Fax Number

				E-mail Address
				State of Domicile:	California
Accepted and Agreed to as of the date first above written:
GENERAL MOLY, INC.		Address for notices:
				1726 Cole Blvd., Suite 115
By:	/s/ R. Scott Roswell		Lakewood, CO 80401
				Attention: Bruce D. Hansen
Name:	R. Scott Roswell		Telephone: (303) 928-8599
				Email: bhansen@generalmoly.com
Title:	Chief Legal Officer
	with a copy to:

Date:	December 27, 2019		Bryan Cave Leighton Paisner LLP
				1700 Lincoln Street, Suite 4100
				Denver, CO 80203
				Attention: Charles D. Maguire, Jr.

Telephone: (303) 866-0550

Email: charles.maguire@bclplaw.com

[Signature Page to Exchange and Subscription Agreement]

IF the INVESTOR is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY, TRUST or OTHER ENTITY, please complete the following:

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

Exchange Notes $ 153,186		Gary and Lynn Loving Family Trust dated 2/1/1997
Accrued and Unpaid Interest: $ 7,256		Print Full Legal Name of Partnership, Company, Limited Liability Company,
			Trust or Other Entity
Units Issued for Exchange Notes: 153,186		By:	/s/ Gary A. Loving
Amount of Subscription:
			(Authorized Signatory)
$ 29,100			Name:	Gary A. Loving
Number of Supplemental Units to be Purchased: 291		Title:	Trustee


			Address and Fax Number

			Taxpayer Identification Number
			Date and State of Incorporation or Organization:
			2/1/1997, Arizona
			Date on which Taxable Year Ends:


			E-mail Address
Accepted and Agreed to as of the date first above written:
GENERAL MOLY, INC.		Address for notices:
			1726 Cole Blvd., Suite 115
By:	/s/ R. Scott Roswell		Lakewood, CO 80401
			Attention: Bruce D. Hansen
Name:	R. Scott Roswell		Telephone: (303) 928-8599
Title:	Chief Legal Officer		Email: bhansen@generalmoly.com
	with a copy to:

Date:	December 27, 2019		Bryan Cave Leighton Paisner LLP
			1700 Lincoln Street, Suite 4100
			Denver, CO 80203
			Attention: Charles D. Maguire, Jr.
			Telephone: (303) 866-0550
			Email: charles.maguire@bclplaw.com

[Signature Page to Exchange and Subscription Agreement]

IF the INVESTOR is an INDIVIDUAL, please complete the following:

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

Exchange Notes $ 273,058

Accrued and Unpaid Interest: $ 6,443

Units Issued for Exchange Notes: 273,058

Amount of Subscription: $ 53,300

Number of Supplemental Units to be Purchased: 533

Accepted and Agreed to as of the date first above written:

William Matlack

Print Name

/s/ William Matlack Signature of Investor

Social Security Number

Address and Fax Number

E-mail Address

State of Domicile:

Nevada

GENERAL MOLY, INC.	Address for notices:
		1726 Cole Blvd., Suite 115
By:	/s/ R. Scott Roswell	Lakewood, CO 80401
		Attention: Bruce D. Hansen
Name:	R. Scott Roswell	Telephone: (303) 928-8599
Title:	Chief Legal Officer	Email: bhansen@generalmoly.com
with a copy to:

Date:	December 27, 2019	Bryan Cave Leighton Paisner LLP
		1700 Lincoln Street, Suite 4100
		Denver, CO 80203
		Attention: Charles D. Maguire, Jr.
		Telephone: (303) 866-0550
		Email: charles.maguire@bclplaw.com

[Signature Page to Exchange and Subscription Agreement]

IF the INVESTOR is an INDIVIDUAL, please complete the following:

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

Exchange Notes $ 5,248,611

Accrued and Unpaid Interest: $ 248,611

Units Issued for Exchange Notes: 5,248,611

Amount of Subscription: $ 1,000,000

Number of Supplemental Units to be Purchased: 10,000

Accepted and Agreed to as of the date first above written:

F. Steven Mooney

Print Name

/s/ F. Steven Mooney Signature of Investor

Social Security Number

Address and Fax Number

E-mail Address

State of Domicile:

Colorado

GENERAL MOLY, INC.	Address for notices:
		1726 Cole Blvd., Suite 115
By:	/s/ R. Scott Roswell	Lakewood, CO 80401
		Attention: Bruce D. Hansen
Name:	R. Scott Roswell	Telephone: (303) 928-8599
Title:	Chief Legal Officer	Email: bhansen@generalmoly.com
with a copy to:

Date:	December 27, 2019	Bryan Cave Leighton Paisner LLP
		1700 Lincoln Street, Suite 4100
		Denver, CO 80203

Attention: Charles D. Maguire, Jr.

Telephone: (303) 866-0550

Email: charles.maguire@bclplaw.com

[Signature Page to Exchange and Subscription Agreement]

IF the UNITS and/or SUPPLEMENTAL UNITS will be held as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY, please complete the following:

	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
Exchange Notes $ 77,346		Robert I. and Dolores R. Pennington
Accrued and Unpaid Interest: $ 3,664		Print Name of Purchaser
	/s/ Robert I. Pennington
Units Issued for Exchange Notes: 77,346
	Signature of a Purchaser
Amount of Subscription:
$					Social Security Number
Number of Supplemental Units to be Purchased:		Dolores R. Pennington
				Print Name of Spouse or Other Purchaser
				/s/ Dolores R. Pennington
				Signature of Spouse or Other Purchaser

				Social Security Number

				Address and Fax Number

				E-mail Address
				State of Domicile:	Arizona
Accepted and Agreed to as of the date first above written:
GENERAL MOLY, INC.		Address for notices:
				1726 Cole Blvd., Suite 115
By:	/s/ R. Scott Roswell		Lakewood, CO 80401
				Attention: Bruce D. Hansen
Name:	R. Scott Roswell		Telephone: (303) 928-8599
				Email: bhansen@generalmoly.com
Title:	Chief Legal Officer
	with a copy to:

Date:	December 27, 2019		Bryan Cave Leighton Paisner LLP
				1700 Lincoln Street, Suite 4100
				Denver, CO 80203

Attention: Charles D. Maguire, Jr.

Telephone: (303) 866-0550

Email: charles.maguire@bclplaw.com

[Signature Page to Exchange and Subscription Agreement]

IF the UNITS and/or SUPPLEMENTAL UNITS will be held as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY, please complete the following:

	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
Exchange Notes $ 30,939		R. Scott and Sheri H. Roswell
Accrued and Unpaid Interest: $ 1,465		Print Name of Purchaser
	/s/ R. Scott Roswell
Units Issued for Exchange Notes: 30,939
	Signature of a Purchaser
Amount of Subscription:
$					Social Security Number
Number of Supplemental Units to be Purchased:		Sheri H. Roswell
				Print Name of Spouse or Other Purchaser
				/s/ Sheri H. Roswell
				Signature of Spouse or Other Purchaser

				Social Security Number

				Address and Fax Number

				E-mail Address
				State of Domicile:	Colorado
Accepted and Agreed to as of the date first above written:
GENERAL MOLY, INC.		Address for notices:
				1726 Cole Blvd., Suite 115
By:	/s/ Bruce D. Hansen		Lakewood, CO 80401
				Attention: Bruce D. Hansen
Name:	Bruce D. Hansen		Telephone: (303) 928-8599
				Email: bhansen@generalmoly.com
Title:	Chief Executive Officer
	with a copy to:

Date:	December 27, 2019		Bryan Cave Leighton Paisner LLP
				1700 Lincoln Street, Suite 4100
				Denver, CO 80203
				Attention: Charles D. Maguire, Jr.

Telephone: (303) 866-0550

Email: charles.maguire@bclplaw.com

[Signature Page to Exchange and Subscription Agreement]

IF the INVESTOR is an INDIVIDUAL, please complete the following:

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

Exchange Notes $ 50,309

Accrued and Unpaid Interest: $ 1,187

Units Issued for Exchange Notes: 50,309

Amount of Subscription:

Number of Supplemental Units to be Purchased:

Accepted and Agreed to as of the date first above written:

Lee M. Shumway

Print Name

/s/ Lee M. Shumway Signature of Investor

Social Security Number

Address and Fax Number

E-mail Address

State of Domicile:

Nevada

GENERAL MOLY, INC.	Address for notices:
		1726 Cole Blvd., Suite 115
By:	/s/ R. Scott Roswell	Lakewood, CO 80401
		Attention: Bruce D. Hansen
Name:	R. Scott Roswell	Telephone: (303) 928-8599
Title:	Chief Legal Officer	Email: bhansen@generalmoly.com
with a copy to:

Date:	December 27, 2019	Bryan Cave Leighton Paisner LLP
		1700 Lincoln Street, Suite 4100
		Denver, CO 80203
		Attention: Charles D. Maguire, Jr.

Telephone: (303) 866-0550

Email: charles.maguire@bclplaw.com

[Signature Page to Exchange and Subscription Agreement]

EXHIBITS TO THE EXCHANGE AND SUBSCRIPTION AGREEMENT

Company Disclosure Letter

Exhibit A: Schedule of Investors

Exhibit B: Form of Exchange Note

Exhibit C: Form of Warrant

Exhibit D: Form of Supplemental Note

Exhibit E: Accredited Investor Questionnaire

Exhibit F: Registration Rights Agreement

Exhibit G: Intercreditor Agreement

Exhibit 99.1

GENERAL MOLY ANNOUNCES CLOSING OF EXCHANGE OFFER

FOR OUTSTANDING NOTES DUE IN 2019 AND RELATED SUBSCRIPTION OFFERING

LAKEWOOD, COLORADO, January 2, 2020 - General Moly, Inc. (General Moly or the "Company") (NYSE American and TSX: GMO), the only western-exchange listed, pure-play molybdenum ("moly") mineral development company, announced that on December 27, 2019, the Company closed the private offer to exchange (the "Exchange Offer") its outstanding 10% Senior Convertible Promissory Notes and 10% Senior Promissory Notes both due December 26, 2019 (together, the "Old Notes"), for units consisting of its newly issued 12% Senior Promissory Notes due December 26, 2022 (the "Exchange Notes") and warrants (the "Warrants") to purchase shares of the Company's common stock, par value $0.001 per share ("Common Stock"), upon the terms and subject to the conditions set forth in the confidential Offer to Exchange and Subscription Offer dated November 27, 2019 (together with the related offering documentation provided therewith, the "Offering Documents"). (See new release dated November 27, 2019)

Eligible holders tendered Old Notes with an original principal amount of $6.89 million of the total outstanding of $7.25 million, representing 95% of the outstanding, in the Exchange Offer. For each $1 principal amount of, and accrued and unpaid interest on, Old Notes tendered and accepted by the Company, one unit consisting of $1 principal amount of Exchange Notes and one Warrant was settled. The Exchange Notes bear interest at an initial rate of 12% per annum. Interest on the Exchange Notes will be paid on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2020. The Exchange Notes will mature on December 26, 2022, unless otherwise earlier redeemed. Each Warrant is exercisable for one share of Common Stock at a price of $0.35 per share for a period of three years. One Warrant was issued for each dollar of original principal amount of, and accrued and unpaid interest on, Old Notes exchanged for Exchange Notes for a total of 7.2 million Warrants issued.

The Company paid at maturity the unpaid principal and all accrued and unpaid interest in the approximate amount of $368,000 to those eligible holders that elected not to participate in the Exchange Offer. The original principal amount of Old Notes paid at maturity represented approximately 5% of the total outstanding. The maturity date was December 26, 2019.

New 13% Senior Promissory Notes due December 2022

The Company is also pleased to announce that certain eligible holders who tendered their Old Notes in the Exchange Offer ("Participating Holders") also elected to participate in the accompanying Subscription Agreement, to purchase (the "Subscription Offer") 13,355 units for $100 each, consisting of its newly issued 13% Senior Promissory Notes due 2022 (the "Supplemental Notes") and accompanying Warrant, including participation by the largest Old Noteholder investor, as well as the Company's CEO, Bruce Hansen. (See news release dated November 12, 2019). One Warrant was also issued for each dollar invested in the Supplemental Notes. The Warrants have an exercise price of $0.35 per share and have a three-year term. The Participating Holders increased their respective note investment by approximately 20% as additional consideration for the Supplemental Notes, resulting in approximately $1.34 million of new capital to the Company.

Bruce D. Hansen, Chief Executive Officer, said, "We appreciate the continued support of the Participating Holders and their election to participate in the Exchange Offer, and of those holders who also participated in the Subscription Offer. With the close of these offerings, the new Exchange Notes and Supplement Notes will mature in December 2022. Along

with the further net capital, of nearly $1 million raised in the Supplemental Offering, we continue to underscore the economic appeal of the fully permitted and construction ready Mt. Hope Project and are continuing to pursue strategic alternatives including opportunities to raise incremental additional capital. We believe that the ongoing investment support made by our management team and board of directors provides a strong statement of backing for the future prospects of General Moly."

The Exchange Offer, the issuance of the Exchange Notes and Warrants, the Subscription Offer and the issuance of the Supplemental Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other securities laws. Only eligible holders were authorized to receive or review the Offering Documents or to participate in the Exchange Offer, and only Participating Holders were eligible to participate in the Subscription Offer.

Neither the Exchange Notes nor the Subscription Offer were offered or sold in the United States or to or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither the Exchange Offer nor the Subscription Offer were made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This news release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

* * * *

About General Moly

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

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

Contact: Scott Roswell (303) 928-8591

info@generalmoly.com Website: www.generalmoly.com

Forward-Looking Statements

Statements herein that are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act, as amended and Section 21E of the Securities Exchange Act of 1934, as amended and are intended to be covered by the safe harbor created by such sections. Such forward- looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those projected, anticipated, expected, or implied by

the Company. These risks and uncertainties include, but are not limited to availability of cash to continue ongoing operations, availability of insurance, metals price and production volatility, global economic conditions, currency fluctuations, increased production costs and variances in ore grade or recovery rates from those assumed in mining plans, exploration risks and results, reclamation risks, political, operational and project development risks, ability to maintain required federal and state permits to continue construction, and commence production of molybdenum, copper, silver, lead or zinc, ability to identify any economic mineral reserves of copper, silver, lead or zinc; ability of the Company to obtain approval of its joint venture partner at the Mt. Hope Project in order to mine for molybdenum, copper, silver, lead or zinc, ability to raise required project financing or funding to pursue an exploration program related to potential copper, silver lead or zinc deposits at Mt. Hope, ability to respond to adverse governmental regulation and judicial outcomes, and ability to maintain and /or adjust estimates related to cost of production, capital, operating and exploration expenditures. For a detailed discussion of risks and other factors that may impact these forward looking statements, please refer to the Risk Factors and other discussion contained in the Company's quarterly and annual periodic reports on Forms 10-Q and 10-K, on file with the SEC. The Company undertakes no obligation to update forward-looking statements.

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General Moly Inc. published this content on 03 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 January 2020 19:52:04 UTC

General Moly, Inc. Emerged from Bankruptcy	21-07-01	CI
General Moly, Inc. Announces Management Changes	21-04-01	CI
Reorganization Plan Approved for General Moly, Inc.	21-03-30	CI
Disclosure Statement Approved for General Moly, Inc.	21-01-21	CI
FInal DIP Financing Approved for General Moly, Inc.	20-12-16	CI
Reorganization Plan and Disclosure Statement Filed by General Moly, Inc.	20-12-04	CI
Interim DIP Financing Approved for General Moly, Inc.	20-11-23	CI
General Moly Announces Change of CEO	20-11-18	CI
General Moly Announces Resignation of Bruce D. Hansen as Chief Financial Officer	20-11-18	CI
General Moly, Inc. Announces Directors Resignations	20-11-18	CI
General Moly : Files for Chapter 11 Bankruptcy Protection; Shares Suspended	20-11-18	MT
General Moly, Inc. Filed for Bankruptcy	20-11-18	CI
General Moly, Inc. Announces Executive Changes	20-10-20	CI
General Moly, Inc.(OTCPK:GMOL) dropped from S&P TMI Index	20-10-05	CI
Pathfinder Minerals LLC completed the acquisition of Liberty project of General Moly, Inc..	20-09-14	CI
Pathfinder Minerals LLC entered into a binding letter of intent to acquire Liberty project of General Moly, Inc. for $3 million.	20-09-02	CI
General Moly, Inc. Reports Earnings Results for the Second Quarter Ended June 30, 2020	20-08-19	CI
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General Moly, Inc. Reports Earnings Results for the First Quarter Ended March 31, 2020	20-05-15	CI
General Moly, Inc. Reports Earnings Results for the Full Year Ended December 31, 2019	20-05-04	CI
General Moly, Inc. Auditor Raises 'Going Concern' Doubt	20-05-03	CI
General Moly Seeks Strategic Alternatives for Mt. Hope Moly Project	20-02-18	CI
General Moly Enters 'Next Phase' of Evaluating Strategic Alternatives	20-01-21	CI
General Moly, Inc. announced that it has received $8.556458 million in funding	20-01-08	CI
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General Moly, Inc.

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