Exhibit 10.1


 


7-29-10


 


AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT


 


AMENDMENT
NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated July 30, 2010 (this “Amendment”),
is between General Moly, Inc., a Delaware corporation, (the “Company”),
and Hanlong (USA) Mining Investment, Inc., a Delaware corporation, (“Purchaser”).


 


RECITALS


 


The
Company and Purchaser are parties to the Securities Purchase Agreement, dated
March 4, 2010 (the “Agreement”) and desire to amend the Agreement
to provide for extended dates that relate to specified conditions precedent in
the Agreement.


 


Accordingly,
in consideration of the mutual covenants contained in this Amendment, the
Parties intending to be legally bound agree as follows.


 


AGREEMENT


 


The
Agreement is hereby amended as specified below:


 


A.                                   Section 6.6(a) is
amended by changing the date “September 30, 2011,” to “November 30,
2011.”


 


B.                                     Section 7.1(b)(iii) is
amended by deleting “(A)” and all language thereafter in that section and
inserting the date “October 13, 2010.”


 


C.                                     Section 7.1(c)(iv) is
amended by changing the date “December 31, 2010,” to “February 28,
2011.”


 


D.                                    Section 7.1(d) is
amended by changing the dates “December 15, 2010,” to “February 15,
2011,” the date “December 31, 2010,” each time it appears to “February 28,
2011,” and the date “March 31, 2011,” each time it appears to “May 31,
2011.”


 


E.                                      Section 7.2(c)(iii) is
amended by changing the date “September 30, 2011,” to “November 30,
2011.”


 


F.                                      Section 7.2(e) is
amended by changing (i) the date “September 15, 2011,” to “November 15,
2011,” (ii) the date “September 30, 2011,” each time it appears to “November 30,
2011,” (iii) the date “December 31, 2011,” to “February 29,
2012,” (iv) the date


 

















 


“October 15,
2011,” to “December 15, 2011,” and (v) the date “October 31,
2011” to “December 31, 2011.”


 


G.                                     Section 8.2(b) is
amended by changing (i) the date “January 31, 2011,” to “March 31,
2011,” (ii) the date “April 30, 2011,” to “June 30, 2011,” (iii) the
date October 30, 2011,” to “December 31, 2011,” and (iv) the
date “January 31, 2012,” to “March 31, 2012.”


 


H.                                    Section 8.2(c)(iii) is
amended to read in its entirety as follows: 
“if the Required Approvals have not been obtained by October 13,
2010;”


 


Except
as specifically set forth in this Amendment, the Agreement shall remain in full
force and effect.


 


 


	
   

  	
   

  	
  GENERAL
  MOLY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Bruce D. Hansen

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bruce
  D. Hansen

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HANLONG
  (USA) MINING INVESTMENT, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Hui Ziao

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Hui Ziao

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President

  	
   

  	
   

  



 


2