Exhibit 10.2


 


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. AM-001R


 


GENERAL
MOLY, INC.


(Incorporated under the laws of
the State of Delaware)


 


VOID AFTER 5:00 P.M.,
DENVER, COLORADO TIME, ON THE FIRST ANNIVERSARY

OF THE COMMENCEMENT DATE (AS DEFINED HEREIN)

Warrant to Purchase 500,000 Shares of Common Stock


 


WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK


 


THIS CERTIFIES THAT, FOR
VALUE RECEIVED AS OF APRIL 16, 2010, CCM Qualified Master Fund,
Ltd. 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 amended and restated Warrant (this “Warrant”), up to five hundred
thousand (500,000) fully paid and nonassessable shares of common stock (“Common Stock”), of the Company, at
any time commencing on the date that at least one of the Exercise Conditions
(as described in Section 1.C., below) have first been met (the “Commencement Date”) and expiring at
5:00 p.m., Denver, Colorado time, on the first anniversary of such date or
such earlier date as provided in Section 1(C) below (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 five dollars ($5.00) per share until expiration of this Warrant (as adjusted
as set forth herein, the “Purchase Price”).  This Warrant amends and restates in its
entirety the warrant issued to CCM Qualified Master Fund, Ltd. as of November 28,
2007.


 


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.


 

















 


1.                                       EXERCISE OF WARRANT.


 


A.                                   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 day on which
banking institutions in the City of Denver, Colorado, are authorized by law to
close, 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 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.


 


B.                                     CASHLESS EXERCISE. Notwithstanding the foregoing in Section l(A) regarding
payment of the Purchase Price in ca h or by check, if the resale of the Warrant
Shares is not covered by an effective registration statement filed with the
U.S. Securities and Exchange Commission (the “SEC”), the Holder may elect to receive a
reduced number of Warrant Shares in lieu of tendering the Purchase Price in
cash or by check by so indicating in the Purchase Form. In such case, the
number of Warrant Shares to be issued to the Holder shall be computed using the
following formula:


 




	
  X

  	
  =

  	
  Y(A-B)

  
	
   

  	
   

  	
  A

  






 


	
   

  	
  where:

  	
  X

  	
  =

  	
  the
  number of Warrant Shares to be issued to the Holder;

  
	
   

  	
   

  	
  Y

  	
  =

  	
  the
  number of Warrant Shares to be exercised under this Warrant;

  
	
   

  	
   

  	
  A

  	
  =

  	
  the
  Closing Price (defined below) per share of Common Stock on the Trading Day
  before the Purchase Form and this Warrant are duly surrendered to the
  Company for a full or partial exercise hereof; and

  
	
   

  	
   

  	
  B

  	
  =

  	
  the
  Purchase Price.

  



 


“Closing
Price” on any Trading Day means:


 


(a)                                  if the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such exchange or quoted
on the OTC Bulletin Board, the last reported sale price of the Common
Stock on such exchange or, if no such sale is made on such day, the average of
the closing bid and asked prices for such day on such exchange; or


 


(b)                                 if ( a) is not applicable, the mean of the last reported bid
and asked prices reported by the National Quotation Bureau, Inc.; or


 


2

















 


(c)                                  if neither (a) nor (b) is applicable, an amount
determined in such reasonable manner as may be prescribed by the Board of
Directors of the Company, whose determination shall be conclusive.


 


“Trading
Day” means a day during which trading in securities generally
occurs on (i) the NYSE Amex Exchange or principal national security
exchange or other quotation system on which the Company’s common stock is
quoted or listed or admitted to trading, or (ii) if (i) is not
applicable, on the over-the-counter market on the day in question as reported
by a generally accepted reporting service, or (iii) if neither (i) nor
(ii) are applicable, as determined in good faith by the Company’s board of
directors, whose determination shall be conclusive.


 


C.                                     EXERCISE CONDITIONS. The exercise of this Warrant is subject to the
satisfaction of at least one of the following conditions:


 


(a)                                  the Company’s completion of an equity and/or debt offering
that shall have resulted in net proceeds to the Company, after the payment of
all expenses related thereto, that would enable the Company to have sufficient
capital to commence commercial production of the Company’s Mount Hope Project
and to cover costs and expenditures during the construction period (the “Funding”); all as reasonably
determined by the Company’s Board of Directors promptly following the Funding;
or


 


(b)                                 the Company providing the Holder with notice regarding a
Fundamental Change (as defined in Section 6 below), which notice shall be
delivered on the same date that the Fundamental Change occurs (by no later than
9:00 am eastern standard time) (the “Special Notice”) in which case the Holder will be given
the opportunity to exercise all or any part of this Warrant on the same day of,
and immediately prior to, consummation of the Fundamental Change.


 


Promptly following the
determination by the Company’s Board of Directors that the Funding has been
completed, the Company shall provide notice to the Holder that such
determination has been made.


 


D.                                    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, and provided that at least one of the Exercise Conditions shall
have been met, 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

















 


E.                                      ISSUANCE OF CERTIFICATES. As soon as practicable after the exercise of all or any
portion of this Warrant, the Company shall (i) issue to the Holder a
certificate or certificates 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. This
Warrant may not be exercised by, or securities issued to, Holder in any state
in which such exercise would be unlawful.


 


2.                                       RESERVATION OF SHARES. 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) shall be duly authorized and, when issued upon such
exercise, shall be validly issued, fully paid and nonassessable and free of all
preemptive rights.


 


3.                                       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 Trading Day
before the Purchase Form and this Warrant are duly surrendered to the
Company for a full or partial exercise hereof.


 


4.                                       STOCK DIVIDENDS; SPLIT-UPS. If after the issuance of this Warrant, and subject to the
provisions herein 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, then, on the effective day
thereof, the number of Warrant Shares shall be increased in proportion to such
increase in outstanding shares and the then applicable Purchase Price shall be
correspondingly decreased.


 


5.                                       AGGREGATION OF SHARES. If after the date hereof, and subject to the provisions
herein, 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.


 


6.                                       REORGANIZATION, ETC. If after the date hereof any consolidation or merger of
the Company with another corporation or entity in which the holders of the
Company’s Common Stock immediately prior to such consolidation or merger do not
own at least a majority of the outstanding voting securities of the surviving
entity, or the sale of all or substantially all of the Company’s assets to
another corporation or entity (other than to an entity that is at least
majority-owned by the Company or a subsidiary of the Company) or other similar
event shall be effected (each such event a “Fundamental Change”), then, as a condition of such
Fundamental Change, 


 


4





















 


the
Company shall provide holder an Event Notice of the Fundamental Change in
accordance with the requirements of Section 14 below. In accordance with Section l(C)(b),
this Warrant shall become exercisable by the Holder upon Holder’s receipt of
the Special Notice and the Holder will be given the opportunity to exercise all
or any part of this Warrant on the same day of, and immediately prior to,
consummation of the Fundamental Change. This Warrant shall expire if not
exercised on the date of such Fundamental Change.


 


7.                                       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 sole
discretion make any change in the form of this Warrant that the Company may
deem appropriate and that does not affect the substance thereof, 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 notify
the Holder of any adjustment to the number of shares or Purchase Price of the
Warrant, any changes to the form of this Warrant or any other change pursuant
to the terms herein.


 


8.                                       REGISTRATION OF WARRANT SHARES. As soon as reasonably practicable after the Commencement
Date, but in any event no later than forty-five (45) days after the
Commencement Date (the “Filing
Date”), the Company will prepare, and file with the SEC a
registration statement under the 1933 Act or an amendment to a registration
statement previously filed by the Company with the SEC on such form as may be
available to the Company to effect the registration hereby, such registration statement
(or amendment thereto) and the prospectus included therein being referred to as
the “Registration Statement”)
for resale of the Warrant Shares (the “Registrable
Securities”). Holder acknowledges and agrees that the Company
may include in the Registration Statement securities to be sold on behalf of
other parties. In connection with the Registration Statement, the Company
shall:


 


(a)                                  prepare and file with the SEC such amendments and
supplements to the Registration Statement and the prospectus used in connection
with such Registration Statement as may be necessary to comply with the
provisions of the 1933 Act with respect to the disposition of the Registrable
Securities;


 


(b)                                 furnish such number of the Registration Statement and
prospectuses and other documents incident thereto, including any amendment of
or supplement to the prospectus, as the Holder may from time to time reasonably
request;


 


(c)                                  furnish to the Holder copies of any comments that the SEC
provides in writing to the Company pertaining to the Registration Statement,
and any responses thereto from the Company to the SEC, in each case that
pertain to the Holder as a selling shareholder or to the “Plan of Distribution”
section, but not information which the Corporation believes would constitute
material and nonpublic information;


 


5

















 


(d)                                 promptly provide notice to the Holder when the Registration
Statement or any post-effective amendment thereto the same has become
effective;


 


(e)                                  use its commercially reasonable efforts to qualify the
Registrable Securities for offer and sale under such other securities or blue
sky laws of such jurisdictions in the United States as the Holder reasonably
requests;


 


(f)                                    use its commercially reasonable efforts to cause all such
Registrable Securities to be initially listed on The NYSE Amex Exchange or any
other applicable securities exchange or quoted on each inter-dealer quotation
system on which the Company’s common stock is then listed or quoted; and


 


(g)                                 pay all expenses incurred in connection with such
registration, including but not limited to, registration and filing fees with
the SEC, fees and expenses of compliance with securities or blue sky laws and
fees and expenses incurred in connection with the listing or quotation of the
Registrable Securities.


 


The Company shall use
commercially reasonable efforts to have the Registration Statement declared
effective under the 1933 Act as promptly as practicable after filing thereof
with the SEC, but in no event later than (i) 120 days after the
Filing Date in the event that the SEC has notified the Company that it will not
review the Registration Statement or (ii) 150 days after the Filing
Date in the event that the SEC has notified the Company that it will review the
Registration Statement (the date under either (i) or (ii) is referred
to as the “Effective Date”). The Company
shall use commercially reasonable efforts to cause the Registration Statement
to continue to be effective until the earlier to occur of (A) the second
anniversary of the Commencement Date and (B) the date that the Holder has
either disposed of or has the ability to dispose of all the Registrable
Securities within a single three month period pursuant to Rule 144 of the
1933 Act (“Registration Statement Effective Period”),
and, during such period, to cause the Registration Statement and the prospectus
contained therein to be updated as reasonably deemed necessary by the Company
to enable the Holder to resell the Registrable Securities.


 


If at any time during the
Registration Statement Effective Period there is not an effective registration
statement covering all of the Registrable Securities and the Company shall
determine to prepare and file with the SEC a registration statement relating to
an offering for its own account or the account of others under the 1933 Act of
any of its equity securities, other than on Form S-4 or Form S-8
(each as promulgated under the 1933 Act) or their then equivalents relating to
equity securities to be issued solely in connection with any acquisition of any
entity or business or equity securities issuable in connection with the stock
option or other employee benefit plans, then the Company shall send to Holder a
written notice of such determination and, if within five (5) business
days after the date of such notice, Holder shall so request in writing, the
Company shall include in such registration statement all or any part of such
Registrable Securities Holder requests to be registered; provided, however,
that, the Company shall not be required to register any Registrable Securities
pursuant to this Section 8 that are eligible for 


 


6

















 


resale
without regard to volume limitations pursuant to Rule 144 promulgated
under the 1933 Act or that are the subject of a then effective
registration statement; provided further, that it shall be a condition to the
inclusion of such Registrable Securities on such registration statement that
Holder agrees to the same terms and conditions regarding method of sale
applicable to the securities otherwise being sold through such registration.


 


Promptly upon any
registration statement filed pursuant to this Section 8 being declared
effective by the SEC, the Company will file a related form of final prospectus
pursuant to Rule 424(b) promulgated under the 1933 Act.


 


Holder agrees to indemnify
the Company, the Company’s officers, directors, employees, and agents, and each
underwriter and selling broker, if any, and each person and/or entity, if any,
who controls or is controlled by the Company, against liability (including
liability under the 1933 Act and the Securities Exchange Act of 1934, as
amended (the “1934 Act”) arising by reason
of any breach of any representation, warranty, or covenant made by Holder in
this Warrant and/or any statement contained in the Registration Statement, that
Holder provided to the Company in writing explicitly for use in the
Registration Statement, being false or misleading or omitting to state a
material fact necessary to be stated in order that the statements made in the
Registration Statement, in the circumstances in which they are made, not be
misleading; provided that in no event will the aggregate amount Holder is
required to pay pursuant to such indemnification obligations exceed the greater
of the aggregate purchase price paid by Holder hereunder and the amount of the
net proceeds received by Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation. The Company hereby agrees to indemnify
Holder, its officers and directors, and each person, if any, who controls the
Holder against liability (including liability under the 1933 Act and the 1934
Act) arising by reason of (i) any statement (other than a statement
provided by Holder as described above) in or incorporated by reference in the
Registration Statement being false or misleading or omitting to state a
material fact necessary to be stated in order that the statements made in or
incorporated by reference in the Registration Statement, in the circumstances
in which they are made, not be misleading, (ii) any violation by the
Company of the 1933 Act, the 1934 Act, any state securities laws or any rule or
regulation promulgated under the 1933 Act, the 1934 Act or any state securities
laws in connection with the Registration Statement, or (iii) any breach of
any covenant made by the Company in this Warrant.


 


If a claim for
indemnification under this Section 8 is unavailable (by reason of public
policy or otherwise) or insufficient to hold harmless an indemnified party in
respect of any losses referred to herein, then each indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and indemnified party 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, was taken or
made by, or relates to information supplied by, such indemnifying party or
indemnified party, and the parties’ 


 


7

















 


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 herein, any reasonable attorneys’ or other reasonable 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 herein was available to such party in accordance with its terms.


 


Upon receipt of a notice (a “Suspension Notice”) from the Company
of the happening of any event that makes any statement made in the Registration
Statement or related prospectus untrue or which requires the making of any
changes in such Registration Statement or prospectus so that they 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, Holder
agrees that it shall forthwith discontinue disposition of shares pursuant to
such Registration Statement until Holder’s receipt of the copies of the
supplemented or amended prospectus (which the Company shall use commercially
reasonable efforts to prepare and distribute promptly) or until it is advised
in writing by the Company that the use of the prospectus may be resumed, and
has received copies of any additional or supplemental filings which are
incorporated by reference in the prospectus. Notwithstanding anything to the
contrary in this Warrant, upon the delivery of a Suspension Notice the Company
may delay the filing of any required amendment or supplement to the
Registration Statement if: (a) in the good faith and reasonable judgment
of the Board of Directors of the Company, disclosure of such amended
information could be seriously detrimental to the Company, and the Board of
Directors of the Company concludes, as a result, that it is in the best
interest of the Company to defer the filing of such amendment or supplement at
such time, and (b) the Company furnishes to Holder a certificate signed by
the Chief Executive Officer of the Company stating that in the good faith
judgment of the Board of Directors of the Company, it could be seriously
detrimental to the Company for such amendment or supplement to be filed at such
time and that it is, therefore, in the best interest of the Company to defer
the filing of such amendment or supplement to the Registration Statement;
provided, however, that (i) the Company shall have the right to defer such
filing for a period of not more than thirty (30) days, (ii) the
Company shall not defer its obligation in this manner more than two times and (iii) the
Registration Statement Effective Period shall be extended for the amount of
time that the Registration Statement is unavailable due to such a deferral. The
Company shall be permitted to enter stop transfer instructions with the Company’s
transfer agent with respect to the Registrable Securities during any period
under which a Suspension Notice shall be in effect.


 


The provisions of this Section 8
shall terminate with respect to any particular Registrable Securities when such
Registrable Securities shall have been sold or otherwise disposed of in
accordance with the intended method of disposition set forth in the
Registration Statement.


 


As long as the Holder owns
any Registrable Securities, the Company shall use commercially reasonable
efforts to file all required reports with the SEC, or otherwise make available “adequate
current public information” about itself, within the meaning of Rule 144(c) under
the 1933 Act, to potentially make available to the Holder the benefits of
certain rules and 


 


8

















 


regulations
of the SEC which may permit the sale of the Registrable Securities without
registration. Notwithstanding the foregoing, to the extent that a holder of
Registrable Securities may dispose of such Registrable Securities pursuant to
the Registration Statement, the Company shall not be liable to any such holder
for any breach of the provisions of this Section 8.


 


9.                                       SECURITIES ACT REPRESENTATIONS.


 


A.                                   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.


 


B.                                     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.


 


C.                                     Holder is (i) an “accredited investor” within the
meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under
the 1933 Act or (ii) an “institutional buyer” as defined in Rule 144A
under the 1933 Act.


 


D.                                    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.


 


10.                                 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 and that the Company is not required to register any resale or other
transfer of this Warrant or the Warrant Shares under the 1933 Act and any other
applicable securities laws, except to the extent specifically provided in this
Warrant. 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:


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AMENDED (THE “1933 ACT”), 


 


9

















 


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


 


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; provided, that Holder consents to the entry by the
Company of stop transfer instructions with the Company’s transfer agent during
any period under which a notice from the Company of the happening of any event
that makes any statement made in such resale registration statement or related
prospectus untrue or which requires the making of any changes in such resale
registration statement or prospectus so that they 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 shall be in effect.


 


11.                                 NO RIGHTS AS STOCKHOLDERS. 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.


 


12.                                 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 (which shall,
in the case of a mutilated Warrant, include the surrender thereof), issue a new
warrant of like denomination, tenor, and date. 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.


 


13.                                 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.


 


14.                                 NOTICES OF CERTAIN ACTIONS. In the event:


 


(a)                                  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


 


10
















 


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;


 


(b)                                 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;


 


(c)                                  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;


 


(d)                                 of any Fundamental Change; or


 


(e)                                  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 ten (10) days prior to
(i) the record date in the case of (a) 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 (b), (c), (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 14 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 ten 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.


 


15.                               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.


 


B.                                     ENTIRE AGREEMENT. This Warrant 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 


 


11

















 


statement,
representation, warranty, covenant or agreement of any kind not expressly set
forth in this Warrant shall affect, or be used to interpret, change or
restrict, the express terms and provisions of this Warrant.


 


C.                                     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.


 


D.                                    FEES AND EXPENSES. Except as otherwise expressly set forth in this Warrant,
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.


 


E.                                      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.


 


[The balance of this page intentionally
left blank]


 


12

















 


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:

  	
  /s/
  Bruce D. Hansen

  
	
   

  	
  Name:

  	
  Bruce
  D. Hansen

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CCM
  QUALIFIED MASTER FUND, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Clint D. Coghill

  
	
   

  	
  Name:

  	
  Clint
  D. Coghill

  
	
   

  	
  Title:

  	
  Director

  



 

















 


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.


 


IF PAYMENT FOR ANY OF THE
SHARES TO BE ISSUED HEREUNDER IS PURSUANT TO THE CASHLESS EXERCISE PROVISION IN
SECTION 1(B) OF THE WARRANT, PLEASE PROVIDE THE FOLLOWING INFORMATION:


 


Number of Warrant Shares to
be purchased under this Warrant:                         


Closing Price per share of
Common Stock on the Trading Day before this Purchase Form and the Warrant
are surrendered:
$                
as of
                       ,
20    *


Number of shares of Common
Stock to be issued to the undersigned pursuant to the purchase described herein
based upon the calculation in Section 1(B) of the Warrant:
                                        *


 






* Note: The undersigned understands
that this information is provided by the undersigned solely for informational
purposes, and that it is not binding on the Company for any purpose. The terms
of the Warrant, and not this Purchase Form, will govern the calculation of
these items and the actual number of shares of Common Stock to be received by
the undersigned pursuant to the purchase of shares of Common Stock hereunder.


 


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.