1200 Seventeenth Street, Suite 980 • Denver,
CO 80202 USA


Office: 303.476.6455 • Fax: 303.476.6456 •
www.geovic.net • TSX:GMC • OTCBB: GVCM


 


 


Effective July 1, 2012


 


Mr. Timothy D. Arnold


1315 Cody Trail

Golden CO 80403


 


Dear Tim:


 


This letter (“Agreement”) confirms
that we have agreed to modifications to your employment agreement dated November 13, 2010, effective February 1, 2011, as amended
January 21, 2011 and March 30, 2012 (together referred to as your “Employment Agreement”). These changes are based
on the following agreed facts:


 


	Through June 30, 2012, your employment agreement, as amended, has been with Geovic Mining
Corp., a Delaware corporation (the “Company”), and the Company’s wholly owned subsidiary Geovic Ltd, a corporation
organized under the laws of the Cayman Islands has been your employer, as contemplated by the Employment Agreement.
	As an employee of Geovic Ltd., all salary, reimbursements and other payments to you
have been paid by Geovic Ltd.
	Geovic Ltd. and Geovic Mining have also together been deemed to be the employer under
the Company’s Section 401(k) Employee Benefit Plan administered by John Hancock Life Insurance
Company (U.S.A.) (the “401(k) Plan”).
	The Company has requested and you now agree that your Employment Agreement shall be
modified to provide that the Company shall assume and succeed to all obligations to you under the Employment Agreement, including
any and all obligations which may be deemed owed by Geovic Ltd. as employer, and that you will be deemed to be an employee of Geovic
Mining Corp. from and after July 1, 2012.
	No other changes will be made to the terms of your employment.



 


Now, therefore, FOR CONSIDERATION, the receipt and sufficiency
of which we mutually acknowledge, we agree as follows


 


	Effective July 1, 2012 (the “Effective Date”), Geovic Mining Corp. shall
assume all liabilities, obligations and responsibilities of Geovic Ltd. under the Employment Agreement, and you shall be deemed
to be an employee of Geovic Mining Corp. This assumption shall be deemed to include any and all liabilities, obligations and responsibilities
of Geovic Ltd. in existence as of July 1, 2012.
	After the Effective Date, Geovic Ltd. shall have no liabilities, obligations and responsibilities
owed to you. The Company’s responsibilities to you shall include those related to death or disability of you while employed,
as described in the Employment Agreement.
	You hereby waive and release any claim that you may have or be deemed to have or to
have had against Geovic Ltd. This waiver and release shall be binding upon you, your heirs and estate.
	The Company shall assume all responsibilities of Geovic Ltd. under the 401(k) Plan,
and you as a participant under the 401(k) Plan shall not be affected and your assets held in the 401(k) Plan shall not be affected.
The Plan will be amended to delete Geovic Ltd. as one of the employers. The Company shall continue to provide the participation
in the 401(k) Plan to its employees.
	You hereby acknowledge and agree that nothing contained in this Agreement constitutes
a termination of your employment for any purpose under the Employment Agreement or otherwise. All provisions relating to
Section 3.4.5 of the Employment Agreement and your rights thereunder shall continue to apply in all respects, notwithstanding
the changes otherwise made in this Agreement.
	The term of employment by the Company shall include the time during which you were technically
an employee of Geovic Ltd. All your accrued annual leave and sick leave will continue to be recognized by the Company. As a result
of this change, there will be no changes to your medical or dental insurance participation or reimbursements, as applicable. Existing
insurance providers will continue to be engaged, subject only to future changes that might be made in the ordinary course of our
business.
	All other terms and conditions of the Employment Agreement remain in full force and
effect, subject to minor modifications that we may mutually agree upon from time to time in the future to reflect changing conditions
in the Company or its business.
	You agree to execute and deliver any further documentation or agreement which may be
necessary or appropriate in order to further establish our intentions regarding your employment as set forth herein.



 


Please sign below to indicate your agreement to the above modifications.


 


Sincerely,


Geovic Mining Corp.


 








 


/s/ Michael T. Mason             





By:  Michael T. Mason


       CEO, Chairman


 


 


Employee:





 


/s/ Timothy D. Arnold            





Timothy D. Arnold


EVP, Chief Operating Officer