Exhibit 10.1


 


CONSENT AND WAIVER


 


THIS CONSENT AND WAIVER (this “Consent”) is made and entered into
as of the 16th day of April, 2010, by and between General Moly, Inc., a
Delaware corporation (the “Company”), and ArcelorMittal S.A. (“ArcelorMittal”).


 


RECITALS


 


A.            The Company and ArcelorMittal are party to a
Securities Purchase Agreement, dated November 19, 2007 (the “Securities
Purchase Agreement”). 
Capitalized terms used, but not defined herein, shall have the meanings
assigned to them in the Securities Purchase Agreement.


 


B.            The Securities Purchase Agreement provides ArcelorMittal
with certain purchase rights with respect to future sales by the Company of its
capital stock.


 


C.            The Company proposes to sell and issue up to an
aggregate number of shares of the Company’s common stock, par value $0.001 per
share (the “Common Stock”) that when issued will constitute
25 percent of the Common Stock, on a fully diluted basis, with certain
related rights to maintain that level of ownership and other issuances as
described therein, pursuant to the terms and conditions of a Securities
Purchase Agreement entered into on March 5, 2010 by and among the Company
and Hanlong (USA) Mining Investment, Inc., a Delaware corporation (“Hanlong”)
and the related Transaction Documents as defined therein (collectively, the “Hanlong
Purchase Agreement”).


 


D.            The Securities Purchase Agreement provides that the
Company must obtain Arcelor’s consent prior to issuing any of its capital stock
for a price less than the market value of such capital stock.


 


E.             The Hanlong Purchase Agreement provides that the
Company must deliver an executed copy of this Consent to Hanlong as a condition
to Hanlong’s obligation to effect the transactions related to the Tranche 1
Closing (as defined in the Hanlong Purchase Agreement).


 


F.             The Bridge Loan Agreement (the “Bridge Loan
Agreement”) entered into on March 5, 2010, by and among the Company
and Hanlong in connection with the Hanlong Purchase Agreement, provides that
the Company must deliver an executed copy of this Consent to Hanlong within 45
days of March 5, 2010 as a condition to any extension of credit
thereunder.


 


G.            ArcelorMittal (i) is willing to waive any rights
to purchase additional capital stock of the Company to the extent such rights
arise out of the issuance of the Common Stock pursuant to the Hanlong Purchase
Agreement; and (ii) is willing to 


 

















 


consent to the issuance
of the Common Stock on the terms specified in the Hanlong Purchase Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


1.             Waiver.  Pursuant to Section 9.3 of the
Securities Purchase Agreement, ArcelorMittal hereby waives all rights to
purchase any shares of the Company’s capital stock, under Section 6.2(a) of
the Securities Purchase Agreement and Section 6.3(a) of the
Securities Purchase Agreement, to the extent such rights are triggered by the
issuance of the Common Stock pursuant to the Hanlong Purchase Agreement.  In connection with the issuance of the Common
Stock pursuant to the Hanlong Purchase Agreement, ArcelorMittal further waives (i) any
right to receive a Notice of Issuance, as set forth in Section 6.2(c) of
the Securities Purchase Agreement, and (ii) any timing requirements set
forth in Section 6.2(d) of the Securities Purchase
Agreement.  This waiver and the exercise
by ArcelorMittal of, or any failure of ArcelorMittal to exercise, its one-time
right with respect to the Common Stock Transaction (defined below), shall not
prejudice or limit the future rights of ArcelorMittal under the Securities
Purchase Agreement in connection with any future issuance of the Company’s
capital stock other than pursuant to the Hanlong Purchase Agreement.


 


2.             Purchase of
Additional Common Stock.


 


(a)           The first time
after the date hereof that the Company proposes to issue, other than pursuant
to the Hanlong Purchase Agreement, more than 10,000,000 shares of the Common
Stock (the “Common Stock Transaction”), ArcelorMittal shall have a
one-time right to purchase, in accordance with the provisions set forth below,
such number of shares of Common Stock as necessary to ensure that ArcelorMittal
holds a ten percent (10%) ownership in the outstanding shares of capital stock
of the Company (on a fully diluted basis) immediately after the completion of
the Common Stock Transaction.


 


(b)           Within 30 days
of the proposed closing of the Common Stock Transaction, the Company shall
provide written notice to ArcelorMittal describing all material terms of the
Common Stock Transaction, including the proposed range of issue prices and all
other material terms upon which the Company proposes to issue such Common
Stock.  At least three business days
prior to the closing of the Common Stock Transaction, the Company shall provide
written notice to ArcelorMittal setting forth the actual issue price of the
Common Stock Transaction and ArcelorMittal shall have 10 days from the receipt
of such notice to agree to purchase all or a portion of the Common Stock it is
permitted to purchase pursuant to subsection (a) above, for the same issue
price payable in cash, by giving written notice to the Company and stating the
quantity of shares of Common Stock that ArcelorMittal is intending to purchase.


 


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(c)           The completion
of the purchase and sale of such Common Stock shall occur on a date specified
by the Company, with at least three days prior notice to Arcelor, that is
within fifteen days after the closing of the Common Stock Transaction.


 


(d)           The rights of ArcelorMittal
set forth in this Section 2 shall terminate and be of no future force or
effect if ArcelorMittal (i) exercises such rights in connection with the
Common Stock Transaction, or (ii) fails to exercise such rights in
connection with the Common Stock Transaction.


 


3.             Consent.  Pursuant to Sections
6.3(b) and 9.3 of the Securities Purchase Agreement, ArcelorMittal
hereby consents to the transactions contemplated by the Hanlong Purchase
Agreement, including without limitation, the issuance of the Common Stock
pursuant to the Hanlong Purchase Agreement at a price per share that may be
lower than the market value of such shares.


 


4.             Extension
Molybdenum Supply Agreement.  In consideration of the waivers and consents
set forth herein, ArcelorMittal and the Company shall enter into an optional
Extension Molybdenum Supply Agreement in substantially the form attached hereto
as Exhibit A.


 


5.             Counterparts.  This Consent may be executed in two or more
counterparts, which together shall constitute one instrument.  Facsimile and electronic copies hereof may be
executed as counterpart originals.


 


(Signature Pages Follow)


 


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IN
WITNESS WHEREOF,
the parties have executed this Consent to be effective as of the date first
above written.


 


 


	
  THE
  COMPANY:

  	
   

  
	
   

  	
   

  
	
  GENERAL
  MOLY, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Bruce D. Hansen

  	
   

  
	
  Name:

  	
  Bruce
  D. Hansen

  	
   

  
	
  Title:

  	
  CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ARCELOR:

  	
   

  
	
   

  	
   

  
	
  ARCELORMITTAL
  S.A.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Peter Kukielski

  	
   

  
	
  Name:
  

  	
  Peter
  Kukielski

  	
   

  
	
  Title:

  	
  Member
  of the Group Management Board

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Dayinder Chugh

  	
   

  
	
  Name:

  	
  Dayinder
  Chugh

  	
   

  
	
  Title:

  	
  Member
  Group Mgt Board

  	
   

  



 


Signature Page to Consent


 

















 


EXHIBIT A


Molybdenum Supply Agreement


 


[See Attached]