gmo_ex102






Exhibit 10.2


 



Execution Copy







RESTRUCTURING SUPPORT AGREEMENT

 


This
RESTRUCTURING SUPPORT AGREEMENT (with the exhibits attached hereto,
as each may be amended, restated, supplemented, or otherwise
modified from time to time in accordance with the terms hereof,
this "Agreement"), dated as of November 16, 2020, is entered into
by and among: (i) General Moly, Inc., a Delaware corporation
("General
Moly"); (ii) New Moly LLC, a
Delaware limited liability company (“New
Moly”), Bruce D. Hansen,
an individual, and Bong T. Hansen, an
individual, as
lenders under the DIP Credit Agreement (collectively, the
“DIP
Lenders”); (iii) Bruce D.
Hansen, an individual, as bondholder, and Steve Mooney, an
individual, as bondholder (together, the "Bondholders" and collectively with their respective
successors and permitted assigns and any subsequent bondholder that
becomes party hereto in accordance with the terms hereof, the
"Consenting
Bondholders"); and (iv) Nevada
Moly, LLC, a Delaware limited liability company
(“Nevada
Moly”), Kobeh Valley
Ranch, LLC, a Nevada limited liability company (“KVR”),
POS-Minerals Corporation, a Delaware corporation
(“POSCO”),
Mount Hope Mines, Inc., a Colorado corporation (“MHMI”),
Eureka Moly, LLC, a Delaware limited liability company
(“Eureka
Moly”), Resource Capital
Fund IV L.P., a Cayman Islands exempt limited partnership
(“RCF
IV”), Resource Capital
Fund VI L.P., a Cayman Islands exempt limited partnership
(“RCF
VI”), and Avanti Kitsault
Mine Ltd. (fka Alloycorp Mining Inc.) (“Avanti
Kitsault”) (Nevada Moly,
KVR, POSCO, MHMI, Eureka Moly, RCF IV, RCF VI, and Avanti Kitsault
collectively, the “Additional RSA Support
Parties”). General Moly,
the DIP Lenders, the Consenting Bondholders, the Additional RSA
Support Parties, and any subsequent person or entity that becomes a
party hereto in accordance with the terms hereof are each referred
to herein as a "Party" and collectively referred to herein as the
"Parties."

 



Recitals

 

A. The
Parties have agreed to engage in good faith, arms'-length
negotiations to enter into certain restructuring transactions (the
"Restructuring")
in accordance with the terms and conditions set forth in this
Agreement.

 

B. The
Restructuring shall include, (i) the preparation of a chapter 11
plan of reorganization for General Moly in form and substance
reasonably satisfactory to the Requisite Consenting Creditors (as
defined below) (the “Plan”),
as debtor and debtor in possession, under title 11 of the United
States Code (the “Bankruptcy
Code”), on terms
consistent with the term sheet attached hereto as
Exhibit
A and incorporated herein by
reference (as may be amended, supplemented, or otherwise modified
from time to time in accordance with the terms hereof, including
any exhibits or schedules attached thereto (the
"Plan Term
Sheet")), and a disclosure
statement containing "adequate information" (as that term is used
in the Bankruptcy Code) with respect to the Plan (the
"Disclosure
Statement"); (ii) the
negotiation of Definitive Documentation (as defined below) for the
amendment and modification of that Lease Agreement dated effective
October 19, 2005 between MHMI, as lessor, and Idaho General Mines,
Inc. (n/k/a GMI), as lessee, as amended and assigned to Eureka
Moly, for the lease of certain property, as contemplated in that
Non-Binding Term Sheet, dated November 13, 2020, among MHMI, Eureka
Moly, and General Moly, attached hereto as Exhibit B
(the “Lease Amendment Term
Sheet”); (iii) the sale
of Eureka Moly assets, deferral of certain returns on capital
contributions, and other agreements set forth in the Non-Binding
Term Sheet, dated November 13, 2020, summarizing principal terms
and conditions by which POSCO intends to support the Restructuring,
attached hereto as Exhibit C
(the “POSCO Term
Sheet”); and (iv) the
formation of New Moly, which will operate pursuant to the terms set
forth in the New Moly Operating Agreement Summary of Indicative
Terms and Conditions, dated November 13, 2020, attached hereto
as Exhibit D
(“New Moly Operating
Agreement Term Sheet”).

 




 








 





C. The
Restructuring shall be implemented through the commencement by
General Moly of a voluntary case under chapter 11 of the Bankruptcy
Code (the "Chapter 11
Case") in the United States
Bankruptcy Court for the District of Colorado (the
"Bankruptcy
Court"), confirmation and
consummation of the Plan, and the negotiation of Definitive
Documentation mutually agreeable to the appropriate Parties for the
transactions described in the Plan Term Sheet, the Lease Amendment
Term Sheet, the POSCO Term Sheet, and the New Moly Operating
Agreement Term Sheet.

 

D. As
of the date hereof, the Consenting Bondholders hold, in the
aggregate, more than two-thirds of the aggregate outstanding
principal amount of all claims against General Moly (the
"General
Moly Bondholder Claims")
arising on account of the Senior Promissory Notes and Senior
Supplemental Promissory Notes, each dated December 27, 2019, issued
by General Moly in their favor (the “Notes”).
The Consenting Bondholders are agreeing to support the Plan and
timely vote or cause to be voted, all of their General Moly
Bondholder Claims to accept the Plan in accordance with this
Agreement.

 


NOW,
THEREFORE, in consideration of
the promises and mutual covenants and agreements set forth herein,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, covenant and agree as
follows:

 

 

1. Certain
Definitions. As used in this
Agreement, the following terms have the following
meanings:

 

 


 

(a) "Definitive
Documentation" means the
documents (including any related agreements, instruments,
schedules, or exhibits) that are necessary or desirable to
implement, or otherwise relate to, the Restructuring, including
this Agreement, the Plan, the Disclosure Statement, the
Confirmation Order, the Interim DIP Order (as defined below), the
Final DIP Order (as defined below), the DIP Credit Agreement, and
the agreements, instruments, and other documents to be negotiated
and, if mutually agreeable to the appropriate Parties, entered into
on or prior to the deadline set forth in Section 3(c), to implement
and consummate the transactions contemplated by the Plan Term
Sheet, the Lease Amendment Term Sheet, the New Moly Operating
Agreement Term Sheet, and the POSCO Term Sheet.

 

(b) "DIP
Credit Agreement" means the
Credit Agreement between General Moly and the DIP Lenders, as may
be amended from time to time in accordance with the terms
thereof.

 


(c) “DIP
Facility” means the
credit facility on the terms and conditions set forth in the DIP
Credit Agreement and all agreements, instruments, schedules,
exhibits, and other documents related thereto.

 

(d) "Plan
Effective Date" means the date upon which the Plan is
effective.

 

(e) "Requisite
Consenting Creditors" means,
collectively, the Consenting Bondholders and the DIP
Lenders.

 




 

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(f) "SEC"
means the United States Securities and Exchange
Commission.

 

(g) “Solicitation”
means the solicitation of votes to
accept or reject the Plan pursuant to the Bankruptcy
Code.

 

(h) "Support
Effective Date" means the date
on which counterpart signature pages to this Agreement shall have
been executed and delivered by (i) General Moly, (ii) the DIP
Lenders, (iii) the Requisite Consenting Creditors, and (iv) the
Additional RSA Support Parties.

 

 

2. Term
Sheets. The Plan Term Sheet,
the Lease Amendment Term Sheet, the New Moly Operating Agreement
Term Sheet, and the POSCO Term Sheet (collectively, the
“Term
Sheets”) are expressly
incorporated herein and made a part of this Agreement. As set forth
therein, the Term Sheets form the basis for the negotiation of the
Definitive Documentation. The Plan Term Sheet is supplemented by
the terms and conditions of this Agreement.

 

 

3. Bankruptcy
Process.

 

(a) Commencement
of the Chapter 11 Cases.
General Moly shall, as soon as reasonably practicable but in no
event later than November 17, 2020 (the "Petition
Date"), file a voluntary
petition with the Bankruptcy Court for relief under chapter 11 of
the Bankruptcy Code and any and all other documents necessary to
commence the Chapter 11 Case.

 

(b) Filing
of the Plan. General Moly shall
file the Plan and the Disclosure Statement with the Bankruptcy
Court on or before December 4, 2020, on terms consistent with the
Term Sheets.

 

(c) Definitive
Documentation. The appropriate
Parties promptly begin the negotiation of the Definitive
Documentation, which, if it is to be entered into, must be executed
and delivered on or before January 6, 2021.

 

(d) Confirmation
of the Plan. General Moly shall
use its commercially reasonable efforts to obtain confirmation of
the Plan on or before February 12, 2021, in accordance with the
Bankruptcy Code and on terms consistent with this Agreement; each
Party shall use its commercially reasonable efforts to cooperate
fully in connection therewith.

 

(e) Definitive
Documentation; Amendments and Modifications of the Definitive
Documentation and the Plan.
Each Party agrees to negotiate in good faith all documents and
agreements that comprise the Definitive Documentation (to the
extent applicable to such Party), the Plan and any amendments and
modifications thereto as may be reasonably necessary and
appropriate to obtain entry of a Bankruptcy Court order confirming
the Plan (the "Confirmation
Order"); provided that no Party shall have any obligation to agree
to any term of the Definitive Documentation to which it is a party
or the Plan that (i) is inconsistent with the Term Sheets in any
material respect, (ii) creates any new material obligation on such
Party, or (iii) adversely changes or otherwise adversely affects
the economic treatment of such Party (it being agreed that, for the
avoidance of doubt, any modification to the Definitive
Documentation that results in a diminution of the value of the
property to be received by any party through the Restructuring
shall be deemed to adversely affect such Party), whether such
change is made directly to the treatment of such Party under the
Plan or otherwise.

 




 

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(f) Participation
in the Chapter 11 Case. Nothing
in this Agreement shall limit any Party's rights to: (i) appear and
participate as a party in interest in any matter to be adjudicated
in the Chapter 11 Case, so long as such appearance and positions
advocated in connection therewith are not inconsistent with this
Agreement and the Term Sheets, or (ii) enforce any rights under
this Agreement.

 

 

4. Agreements
of the Consenting Bondholders.

 

(a) So
long as this Agreement has not been terminated in accordance with
the terms hereof, each Consenting Bondholder agrees that it shall,
subject to the receipt by such Consenting Bondholder of the
Disclosure Statement and other solicitation materials in respect of
the Plan:

 

(i) timely
vote or cause to be voted, all of its claims against General Moly
to accept the Plan and issue a release of its third party claims
against a Released Party (as such term is defined in the Plan Term
Sheet), by delivering its duly executed and completed ballots
accepting the Plan and granting the release on a timely basis
following the commencement of the Solicitation; provided that such vote and release may be immediately
revoked and deemed void ab initio by such Consenting Bondholder upon termination of
this Agreement prior to the confirmation of the Plan pursuant to
the terms hereof;

 

(ii) not
change, revoke, or withdraw (or cause to be changed, revoked, or
withdrawn) any such vote or release described in clause (i)
above;

 

(iii) not
(A) object to, delay, postpone, challenge, reject, oppose, impede,
or take any other action that would reasonably be expected to
prevent, interfere with, delay, or impede, directly or indirectly,
in any material respect, the approval, acceptance, or
implementation of the Restructuring on the terms set forth in the
Term Sheets and the Plan, (B) directly or indirectly solicit,
encourage, propose, file with the Bankruptcy Court, support,
participate in the formulation of or vote for, any restructuring,
sale of assets, merger, workout, proposal or offer of dissolution,
winding up, liquidation, or plan of reorganization for General Moly
other than the Plan, or (C) otherwise take any action that could in
any material respect interfere with, delay, or postpone the
consummation of the Restructuring;

 

(iv) not
direct any administrative agent, collateral agent, or indenture
trustee (as applicable) to take any action inconsistent with such
Consenting Bondholder's obligations under this Agreement, and, if
any applicable administrative agent, collateral agent, or indenture
trustee takes any action inconsistent with such Consenting
Bondholder's obligations under this Agreement, such Consenting
Bondholder shall use its commercially reasonable best efforts to
request that such administrative agent, collateral agent, or
indenture trustee cease and refrain from taking any such action
(but shall not be required to incur any indemnification obligations
in respect of such request or otherwise); and

 




 

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(v) support
and take all commercially reasonable actions necessary or
reasonably requested by General Moly to facilitate the approval of
the Disclosure Statement, Solicitation, and confirmation and
consummation of the Plan.

 

(b) Restrictions
on Transfers. Each Consenting
Bondholder and each DIP Lender agrees that it shall not directly or
indirectly, in whole or in part, sell, contract to sell, give,
participate, encumber, grant a security interest in, offer, sell
any option or contract to purchase, transfer, loan, issue, pledge,
hypothecate, assign, or otherwise dispose of (each, a
"Transfer"), any of its claims or any option thereon or any
right or interest therein or any other claims against or interests
in General Moly (collectively, the "Claims") (including grant any proxies, deposit any
Claims into a voting trust, or enter into a voting agreement with
respect to any such Claims), unless the transferee thereof either
(i) is a Consenting Bondholder or DIP Lender, or (ii) prior to such
Transfer, agrees in writing for the benefit of the Parties to
become a Consenting Bondholder or DIP Lender (as the case may be)
and to be bound by all of the terms of this Agreement applicable to
Consenting Bondholders and DIP Lenders (including with respect to
any and all Claims it already may hold against or in General Moly
prior to such Transfer) by executing a joinder agreement (a
"Joinder
Agreement"), and delivering an
executed copy thereof within two (2) business days following such
execution, to (i) Markus Williams Young & Hunsicker LLC, Attn:
John F. Young, Esq., counsel to General Moly ("Debtor's
Counsel"), and (ii) the other
Parties pursuant to Section 22, in which event (A) the transferee
shall be deemed to be a Consenting Bondholder or DIP Lender, as
applicable, hereunder to the extent of such transferred rights and
obligations, and (B) the transferor shall be deemed to relinquish
its rights (and be released from its obligations) under this
Agreement to the extent of such transferred rights and obligations,
in each case for the duration of the period commencing on the date
hereof and ending on the date on which this Agreement is terminated
in accordance with Section 7. Each Consenting Bondholder and each
DIP Lender agrees that any Transfer of any Claims that does not
comply with the terms and procedures set forth herein shall be
deemed void ab initio, and General Moly and each other Consenting
Bondholder and DIP Lender (as applicable) shall have the right to
enforce the voiding of such Transfer.

 

(c) Additional
Claims. Nothing herein shall be
construed to restrict a Consenting Bondholder's or DIP
Lender’s right to acquire Claims after signing this
Agreement. Each Consenting Bondholder and each DIP Lender agrees
that if any Consenting Bondholder or DIP Lender acquires additional
Claims, then (i) such Claims shall be subject to this Agreement
(including the obligations of the Consenting Bondholders and DIP
Lenders under this Section 4), and (ii) following such acquisition,
such Consenting Bondholder and DIP Lender shall notify Debtor's
Counsel of the amount and types of claims it has acquired (A) on no
less than a monthly basis, and (B) additionally, upon the
reasonable request of Debtor's Counsel.

 

(d) No
Event of Default Under Bond Documents. General Moly hereby confirms that no defaults or
events of default exist under the Notes and related agreements,
instruments, and other documents, or any other document and under
applicable United States or foreign law or otherwise (the
“Bond
Documents”) as of the
date hereof; provided, however, that the commencement of the Chapter 11 Case is
an event of default under the Bond Documents.

 




 

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(e) The
covenants and agreements of the Consenting Bondholders in this
Section 4 are several and not joint.

 

 

5. Agreements
of General Moly.

 

(a) Solicitation
and Confirmation. General Moly
agrees to (i) act in good faith and use commercially reasonable
efforts to support and successfully complete the Solicitation in
accordance with the terms of this Agreement, and (ii) do all things
reasonably necessary and appropriate in furtherance of confirming
the Plan and consummating the Restructuring in accordance with, and
within the time frames contemplated by, this Agreement (including
within the deadlines set forth in Section 7), in each case to the
extent consistent with, upon the advice of counsel, the fiduciary
duties of the board of directors of General
Moly.

 

(b) Certain
Additional Chapter 11 Related Matters. General Moly shall provide draft copies of all
material motions or applications and other documents relating to
the Plan, Disclosure Statement, any proposed amended version of the
Plan or Disclosure Statement, and all first day pleadings that
General Moly intends to file with the Bankruptcy Court to the DIP
Lenders’ counsel and the Consenting Bondholders’
counsel, if reasonably practicable, at least two (2) business days
prior to the date when General Moly intends to file any such
pleading or other document (and, if not reasonably practicable, as
soon as reasonably practicable prior to filing) and shall consult
in good faith with such counsel regarding the form and substance of
any such proposed filing. Subject to Section 4(a), nothing in this
Agreement shall restrict, limit, prohibit, or preclude, in any
manner not inconsistent with its obligations under this Agreement,
any of the DIP Lenders or Consenting Bondholders from appearing in
the Bankruptcy Court with respect to any motion, application, or
other documents filed by General Moly and objecting to, or
commenting upon, the relief requested therein.

 

 

6. Agreements
of all Parties. Following the
execution and delivery of the Definitive Documentation, all Parties
shall do all things reasonably necessary and appropriate to
consummate the Restructuring in accordance with, and within the
time frames set forth in, this Agreement and the Definitive
Documentation applicable to such Party. No Party shall take or fail
to take any action in the Chapter 11 Case or otherwise inconsistent
with this Agreement or the Definitive Documentation applicable to
such Party. If the transactions contemplated hereby are not
consummated, or if this Agreement is terminated for any reason, the
Parties fully reserve any and all of their
rights.

 

 

7. Termination
of Agreement.

 

(a) Automatic
Termination. This Agreement
shall automatically terminate (i) three (3) business days following
the delivery of written notice to the other Parties (in accordance
with Section 22) from the Requisite Consenting Creditors at any
time after and during the continuance of any Creditor Termination
Event (as defined below); (ii) three (3) business days following
delivery of notice from General Moly to the Requisite Consenting
Creditors (in accordance with Section 22) at any time after the
occurrence and during the continuance of any Company Termination
Event (as defined below); (iii) on January 6, 2021, if the
Definitive Documentation is not executed and delivered by that
date; or (iv) without any further required action or notice upon
the occurrence of the effective date of the Plan and the other
Definitive Documentation.

 




 

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(b) Mutual
Termination. This Agreement and
the obligations hereunder may be terminated by mutual agreement of
General Moly and the Requisite Consenting Creditors upon the
receipt of written notice delivered in accordance with Section
22.

 

(c) Creditor
Termination Events. A
"Creditor
Termination Event" shall mean
any of the following:

 

(i) The
breach in any material respect by General Moly of any of the
undertakings, representations, warranties, or covenants of General
Moly set forth herein which remains uncured for a period of two (2)
business days after the receipt of written notice of such breach
from the Requisite Consenting Creditors pursuant to this Section 7
and in accordance with Section 22 (as applicable).

 

(ii) General
Moly fails to commence the Chapter 11 Case on or before the
Petition Date.

 

(iii) General
Moly fails to file a motion for approval of the DIP Facility on or
before the Petition Date.

 

(iv) The
Bankruptcy Court fails to enter an order in form and substance
satisfactory to the Requisite Consenting Creditors approving the
DIP Facility on an interim basis (the "Interim DIP
Order") on or before 3 business
days after the Petition Date.

 

(v) General
Moly fails to file the Plan and Disclosure Statement, both in form
and substance satisfactory to the Requisite Consenting Creditors,
on or before December 4, 2020.

 

(vi) The
Bankruptcy Court fails to enter an order in form and substance
satisfactory to the Requisite Consenting Creditors approving the
DIP Facility on a final basis (the "Final DIP
Order") on or before 25 days
after entry of the Interim DIP Order.

 

(vii) The
Parties fail to execute and deliver the Definitive Documentation,
as applicable, on or before January 6, 2021.

 

(viii) The
Bankruptcy Court fails to enter an order in form and substance
satisfactory to the Requisite Consenting Creditors approving the
Disclosure Statement on or before January 6, 2021.

 

(ix) The
Bankruptcy Court fails to enter an order in form and substance
reasonably satisfactory to General Moly and the Requisite
Consenting Creditors confirming the Plan on or before February 12,
2021.

 

(x) The
Plan Effective Date fails to occur on or before February 19, 2021
(the "Outside
Date").

 




 

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(xi) General
Moly withdraws the Plan or Disclosure Statement or files any motion
or pleading with the Bankruptcy Court that is not consistent with
this Agreement or the Term Sheets and such motion or pleading has
not been withdrawn prior to the earlier of (A) two (2) business
days after General Moly receives written notice from the Requisite
Consenting Creditors (in accordance with Section 22) that such
motion or pleading is inconsistent with this Agreement or the Term
Sheets, and (B) entry of an order of the Bankruptcy Court approving
such motion or pleading.

 

(xii) General
Moly files any motion, pleading, or application for approval of (A)
employee benefits or compensation, pursuant to the Bankruptcy Code,
(B) a key employee incentive or retention plan, and/or (C)
assumption or rejection of any executory contract that is not
provided for or consistent with the Plan Term Sheet, this
Agreement, the budget approved by the Interim DIP Order or the
Final DIP Order, or in the first day motions, in each case, without
the prior written consent of the Requisite Consenting
Creditors.

 

(xiii) An
order is entered in the Chapter 11 Case appointing an examiner or a
trustee.

 

(xiv) An
order is entered invalidating or disallowing, as applicable, the
Claims of the Requisite Consenting Creditors.

 

(xv) The
Bankruptcy Court grants relief that is inconsistent with this
Agreement or the Plan Term Sheet in any materially adverse
respect.

 

(xvi) General
Moly files, propounds, or otherwise supports any chapter 11 plan or
motion that is inconsistent with this Agreement or the Plan Term
Sheet in any material respect.

 

(xvii) The
occurrence of any Event of Default under the definitive
documentation relating to the DIP Facility.

 

(xviii) General
Moly or any of its affiliated entities sells, assigns, transfers,
conveys, pledges, hypothecates, or otherwise encumbers any of their
assets outside the ordinary course of business.

 

(xix) The
occurrence of an Other Termination Event (as defined in Section
7(e)).

 

(d) Company
Termination Events. A
"Company
Termination Event" shall mean
any of the following:

 

(i) The
breach in any material respect by one or more of the Requisite
Consenting Creditors or Additional RSA Support Parties not managed
or otherwise controlled by General Moly of any of the undertakings,
representations, warranties, or covenants of such Parties set forth
herein or in the Definitive Documentation which remains uncured for
a period of two (2) business days after the receipt of written
notice of such breach pursuant to Section 7(a) and Section 22 (as
applicable), but only if the breach could reasonably be expected to
have a material adverse impact on the Restructuring or the
consummation of the Restructuring.

 




 

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(ii) The
board of directors of General Moly reasonably determines in good
faith based upon the advice of outside counsel that continued
performance under this Agreement would be inconsistent with the
exercise of its fiduciary duties under applicable law;
provided
that General Moly provides notice of
such determination to the Requisite Consenting Creditors and the
Additional RSA Support Parties within two (2) business days after
the date thereof.

 

(iii) The
Consenting Bondholders no longer own at least two-thirds of the
General Moly Note Claims.

 

(iv) The
occurrence of the Outside Date or an Other Termination
Event.

 

(e) Other
Termination Events. An
"Other
Termination Event" shall mean
the following:

 

(i) The
issuance by any governmental authority, including any regulatory
authority or court of competent jurisdiction, of any ruling,
judgment, or order enjoining the consummation of or rendering
illegal the Restructuring, which ruling, judgment, or order has not
been stayed, reversed, or vacated within twenty (20) business days
after such issuance.

 

(ii) The
entry of an order converting the Chapter 11 Case to a case under
chapter 7 of the Bankruptcy Code or dismissing the Chapter 11 Case
(unless caused by a default by any Requisite Consenting Creditor of
its obligations hereunder, in which event the Requisite Consenting
Creditors shall not have the right to terminate under this clause
(ii)).

 

(iii) The
entry of an order by the Bankruptcy Court or a Court of competent
jurisdiction denying confirmation of the Plan (unless caused by a
default by any Requisite Consenting Creditor of its obligations
hereunder, in which event the Requisite Consenting Creditors shall
not have the right to terminate under this clause (iii)) or denying
approval of the Disclosure Statement; provided that neither General Moly nor the Requisite
Consenting Creditors shall have the right to terminate this
Agreement pursuant to this clause (c)(iii) if the Bankruptcy Court
declines to approve the Disclosure Statement or denies confirmation
of the Plan subject only to modifications to the Plan or Disclosure
Statement that would not have a material adverse effect on the
Restructuring, including the recovery or treatment that the
Requisite Consenting Creditors would receive as compared to the
recovery they would have otherwise received pursuant to the
Plan.

 

(iv) On
November 17, 2020, at 12:00 p.m. (Denver time), if the Support
Effective Date shall not have occurred.

 

 



Notwithstanding the foregoing, any of the dates set forth in this
Section 7 may be extended by agreement among the General Moly and
the Requisite Consenting Creditors.

 




 

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(f) Effect
of Termination. Subject to the
provisions contained in Section 15, upon the termination of this
Agreement in accordance with this Section 7, this Agreement shall
become void and of no further force or effect and each Party shall,
except as otherwise provided in this Agreement, be immediately
released from its respective liabilities, obligations, commitments,
undertakings, and agreements under or related to this Agreement,
shall have no further rights, benefits, or privileges hereunder,
and, subject to the provisions of Section 7(h), shall have all the
rights and remedies that it would have had and shall be entitled to
take all actions, whether with respect to the Restructuring or
otherwise, that it would have been entitled to take had it not
entered into this Agreement, and no such rights or remedies shall
be deemed waived pursuant to a claim of laches or estoppel;
provided
that in no event shall any such
termination relieve a Party from liability for its breach or
non-performance of its obligations hereunder prior to the date of
such termination.

 

(g) Automatic
Stay. General Moly acknowledges
that after the commencement of the Chapter 11 Case, the giving of
notice of termination by any Party pursuant to this Agreement shall
not be a violation of the automatic stay of section 362 of the
Bankruptcy Code; provided that nothing herein shall prejudice any Party's
rights to argue that the giving of notice of termination was not
proper under the terms of this Agreement.

 

(h) Limitation
on Damages. Under no
circumstances, so long as it has acted in good faith, shall any
Party have any liability of any kind to any other Party or any
third party, for damages (including consequential or punitive
damages, lost profits or lost opportunity costs) or otherwise, with
respect to its election not to enter into Definitive
Documentation.

 

 

8. Definitive
Documentation; Good Faith Cooperation; Further
Assurances. Each Party hereby
covenants and agrees to cooperate with each other Party in good
faith in connection with, and shall exercise commercially
reasonable efforts with respect to, the pursuit, approval,
implementation, and consummation of the Restructuring, as well as
the negotiation, drafting, execution, and delivery of the
Definitive Documentation. Subject to the terms hereof, each Party
shall take such action as may be reasonably necessary or reasonably
requested by the other Parties to carry out the purposes and intent
of this Agreement, and shall refrain from taking any action that
would frustrate the purposes and intent of this
Agreement.

 

 

9. Representations,
Warranties, and Covenants.

 

(a) Each
Party represents, warrants, and covenants as to itself only,
severally (and not jointly), to each other Party that the following
statements are true, correct, and complete as of the date hereof
(or as of the date a Consenting Bondholder becomes a party
hereto):

 

(i) Such
Party is validly existing and in good standing under the laws of
the state of its incorporation or organization, and has all
requisite corporate, partnership, limited liability company, or
similar authority to enter into this Agreement and carry out the
transactions contemplated hereby and perform its obligations
contemplated hereunder. The execution and delivery of this
Agreement and the performance of such Party's obligations hereunder
have been duly authorized by all necessary corporate, limited
liability company, partnership, or other similar action on its
part.

 




 

10








 





(ii) This
Agreement is the legally valid and binding obligation of such
Party, enforceable against it in accordance with its terms, except
as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium, or other similar laws relating to or
limiting creditors' rights generally or by equitable principles
relating to enforceability.

 

(iii) The
execution, delivery, and performance by such Party of this
Agreement does not and will not require any material registration
or filing with, consent or approval of, or notice to, or other
action, with or by, any federal, state, or governmental authority
or regulatory body, except such filings as may be necessary or
required by the SEC.

 

(iv) The
execution, delivery, and performance by such Party of this
Agreement does not and will not (A) violate any material provision
of law, rule, or regulation applicable to it or its charter or
bylaws (or other similar governing documents), or (B) conflict
with, result in a breach of or constitute (with due notice or lapse
of time or both) a default under any material contractual
obligation to which it is a party, except, in the case of the
General Moly, for the commencement of the Chapter 11
Case.

 

(b) Each
Consenting Bondholder severally (and not jointly) represents and
warrants to General Moly that, as of the date hereof (or as of the
date such Consenting Bondholder becomes a party hereto), such
Consenting Bondholder (i) is the owner of the aggregate principal
amount of Notes set forth below its name on the signature page
hereto (or below its name on the signature page of a Joinder
Agreement for any Consenting Bondholder that becomes a party hereto
after the date hereof), and/or (ii) has, with respect to the
beneficial owner(s) of such Notes, (A) sole investment or voting
discretion with respect to such Notes, (B) full power and authority
to vote on and consent to matters concerning such Notes, or to
exchange, assign, and Transfer such Notes, and (C) full power and
authority to bind or act on the behalf of, such beneficial
owner(s).

 

 

10. Disclosure;
Publicity. General Moly shall
submit drafts to the Requisite Consenting Creditors’ Counsel
of any press releases, public documents, and any and all filings
with the SEC that constitute disclosure of the existence or terms
of this Agreement or any amendment to the terms of this Agreement
at least one (1) business day prior to making any such
disclosure.

 

 

11. Amendments
and Waivers. Except as
otherwise expressly set forth herein, this Agreement, including any
exhibits hereto, may not be waived, modified, amended, or
supplemented except in a writing signed by General Moly, the
Requisite Consenting Creditors, and in the event of a waiver,
modification, amendment, or supplement to any Definitive
Documentation, or to provisions of this Agreement applicable to a
Term Sheet, by each Party materially affected by such waiver,
modification, amendment, or supplement; provided that any waiver, change, modification, or
amendment to this Agreement that adversely affects the economic
recoveries or treatment of any Requisite Consenting Creditor
compared to the recoveries set forth in the Plan Term Sheet (it
being agreed that, for the avoidance of doubt, any change to this
Agreement that results in a diminution of the value of the property
to be received by the Requisite Consenting Creditors under the Plan
or a Requisite Consenting Creditor's proportionate share of the
aggregate value to be distributed to all creditors under the Plan
shall be deemed to materially adversely affect the Requisite
Consenting Creditors, whether such change is made directly to the
treatment of the Requisite Consenting Creditors or to the treatment
of another class or otherwise), may not be made without the written
consent of each such adversely affected Requisite Consenting
Creditor.

 




 

11








 





 

12. Effectiveness.
This Agreement shall become effective and binding upon each Party
upon the execution and delivery by such Party of an executed
signature page hereto.

 

 

13. Governing
Law; Jurisdiction; Waiver of Jury Trial.

 

(a) This
Agreement shall be construed and enforced in accordance with, and
the rights of the Parties shall be governed by, the laws of the
State of Colorado, without giving effect to the conflict of laws
principles thereof. Each of the Parties irrevocably agrees that any
legal action, suit, or proceeding (each, a "Proceeding") arising out of or relating to this Agreement
brought by any Party or its successors or assigns shall be brought
and determined in any federal or state court in the State of
Colorado, and each of the Parties hereby irrevocably submits to the
exclusive jurisdiction of the Colorado Courts for itself and with
respect to its property, generally and unconditionally, with regard
to any such Proceeding arising out of or relating to this Agreement
and the Restructuring. Each of the Parties agrees not to commence
any Proceeding relating hereto or thereto except in the Colorado
Courts, other than Proceedings in any court of competent
jurisdiction to enforce any judgment, decree, or award rendered by
any Colorado Court. Each of the Parties further agrees that notice
as provided in Section 22 shall constitute sufficient service of
process and the Parties further waive any argument that such
service is insufficient. Each of the Parties hereby irrevocably and
unconditionally waives and agrees not to assert that a Proceeding
in any Colorado Court is brought in an inconvenient forum or the
venue of such Proceeding is improper. Notwithstanding the
foregoing, during the pendency of the Chapter 11 Cases, all
Proceedings contemplated by this Section 13(a) shall be brought in
the Bankruptcy Court.

 

(b) Each
Party hereby waives, to the fullest extent permitted by applicable
law, any right it may have to a trial by jury in any Proceeding
directly or indirectly arising out of or relating to this Agreement
or the transactions contemplated hereby (whether based on contract,
tort, or any other theory).

 

 

14. Specific
Performance/Remedies. Upon
execution and delivery of Definitive Documentation, each Party
hereto recognizes and acknowledges that a breach by a Party of any
covenants or agreements contained in this Agreement would cause the
other Parties to sustain damages for which such Parties would not
have an adequate remedy at law for money damages and each
non-breaching Party shall be entitled to specific performance and
injunctive or other equitable relief (including attorneys' fees and
costs) as a remedy of any such breach, without the necessity of
proving the inadequacy of money damages as a remedy. Each Party
hereby waives any requirement for the security or posting of any
bond or similar instrument in connection with such
remedies.

 

 

15. Survival.
Notwithstanding the termination of this Agreement, Section 7(f),
Section 7(h), and Sections 10, 13-22, and 26 shall survive such
termination and shall continue in full force and effect in
accordance with the terms hereof; and any liability of a Party for failure to comply
with the terms of this Agreement shall survive such termination as
well.

 




 

12








 





 

16. Headings.
The headings of the sections, paragraphs, and subsections of this
Agreement are inserted for convenience only and shall not affect
the interpretation hereof or, for any purpose, be deemed a part of
this Agreement.

 

 

17. Successors
and Assigns; Severability. This
Agreement is intended to bind and inure to the benefit of the
Parties and their respective successors, permitted assigns, heirs,
executors, administrators, and representatives; provided that nothing contained in this Section
17 shall
be deemed to permit Transfers of any Claims other than in
accordance with the express terms of this Agreement. If any
provision of this Agreement, or the application of any such
provision to any person or entity or circumstance, shall be held
invalid or unenforceable, in whole or in part, such invalidity or
unenforceability shall attach only to such provision or part
thereof and the remaining part of such provision hereof and this
Agreement shall continue in full force and effect. Upon any such
determination of invalidity, the Parties shall negotiate in good
faith to modify this Agreement so as to effect the original intent
of the Parties as closely as possible in a reasonably acceptable
manner in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent
possible.

 

 

18. Several,
Not Joint, Obligations. The
agreements, representations, and obligations of the Parties under
this Agreement are, in all respects, several and not joint,
including among the various Requisite Consenting
Creditors.

 

 

19. Relationship
Among Parties. Unless expressly
stated herein, this Agreement shall be solely for the benefit of
the Parties and no other person or entity shall be a third-party
beneficiary hereof. No Party shall have any responsibility for any
trading by any other entity by virtue of this Agreement. No prior
history, pattern, or practice of sharing confidences among or
between the Parties shall in any way affect or negate this
understanding and agreement. The Parties have no agreement,
arrangement, or understanding with respect to acting together for
the purpose of acquiring, holding, voting, or disposing of any
equity securities of General Moly and do not constitute a "group"
within the meaning of Rule 13d-5 under the Securities Exchange Act
of 1934, as amended.

 

 

20. Prior
Negotiations; Entire Agreement.
This Agreement, including the exhibits hereto (including the Term
Sheets), constitutes the entire agreement of the Parties, and
supersedes all other prior negotiations, with respect to the
subject matter hereof and thereof, except that the Parties
acknowledge that any confidentiality agreements executed between
General Moly and any other Party prior to the execution of this
Agreement shall continue in full force and
effect.

 

 

21. Execution
in Counterparts. This Agreement
may be executed in several counterparts, each of which shall be
deemed to be an original, and all of which together shall be deemed
to be one and the same agreement. Execution copies of this
Agreement delivered by facsimile or PDF shall be deemed to be an
original for the purposes of this paragraph and may be used in lieu
of the original Agreement for any purpose
whatsoever.

 

 

22. Notices.
All notices hereunder shall be in writing and delivered by
electronic mail, facsimile, courier, or by registered or certified
mail (return receipt requested) to the following addresses and
emails:

 

(a)  
If
to General Moly, to:

 


Thomas
M. Kim, Chief Restructuring Officer


c/o r2
advisors llc


1518
Blake Street


Denver,
Colorado 80202



tkim@r2llc.com


 




 

13








 






 


With
a copy (which shall not constitute notice) to:


Markus
Williams Young & Hunsicker LLC


1775
Sherman St., Suite 1950


Denver,
Colorado 80203

Attn:   John F. Young, Esq. (jyoung@markuswilliams.com)


James Markus, Esq. (jmarkus@markuswilliams.com)


William Cross, Esq. (wcross@markuswilliams.com)

 

(b) 
If
to New Moly, to:

 


New
Moly LLC


c/o
Resource Capital Funds


1400
Sixteenth Street, Suite 200


Denver
Colorado 80202


Attn:
General Counsel

 


With
a copy (which shall not constitute notice) to:

 


Davis
Graham & Stubbs LLP


1550 17th
Street, Suite 500


Denver,
Colorado 80202

Attn:   Joel O. Benson, Esq. (joel.benson@dgslaw.com)


Christopher L. Richardson, Esq.
(chris.richardson@dgslaw.com)


Adam L. Hirsch, Esq. (adam.hirsch@dgslaw.com)

 

(c) If
to Bruce D. Hansen, to:

 


Bruce
D. Hansen


22284
Anasazi Way


Golden,
Colorado 80401



bhansen@generalmoly.com

 

(d) If
to Steve Mooney, to:

 


Steve
Mooney


5050
S. Syracuse St., Suite 700


Denver,
Colorado 80237



steve@mooneyfs.com

 

(e) If
to Nevada Moly, to:

 


Thomas
M. Kim


c/o r2
advisors llc


1518
Blake Street


Denver,
Colorado 80202



tkim@r2llc.com

 




 

14








 






 


Scott Roswell (sroswell@generalmoly.com)


1726
Cole Blvd., Suite 115


Lakewood,
Colorado 80401

 


With
a copy to:

 


Bryan
Cave Leighton Paisner LLP


1700
Lincoln Street, Suite 4100


Denver,
Colorado 80203-4541


Attn: Charles D. Maguire, Jr., Esq.
(charles.maguire@bclplaw.com)

 

(f) If
to KVR, to:

 


Thomas
M. Kim


c/o r2
advisors llc


1518
Blake Street


Denver,
Colorado 80202



tkim@r2llc.com

 


Scott Roswell (sroswell@generalmoly.com)


1726
Cole Blvd., Suite 115


Lakewood,
Colorado 80401

 


With
a copy to:

 


Bryan
Cave Leighton Paisner LLP


1700
Lincoln Street, Suite 4100


Denver,
Colorado 80203-4541


Attn: Charles D. Maguire, Jr., Esq.
(charles.maguire@bclplaw.com)

 

(g) If
to POSCO, to:

 


c/o
Hyo Wook Park, President of Posco Canada



hwpark66@poscan.com


 


With
a copy to:


 


Holland
& Hart LLP


555
Seventeenth Street, Suite 3200


Denver,
Colorado 80202



Attn:            

Susan L. Oakes, P.C. (SLOakes@hollandhart.com)





 

(h) If
to MHMI, to:

 


Mount
Hope Mines, Inc.


2088
Ridge Point Drive


Los
Angeles, California 90049


Attn: Stephen Drimmer (stevedrim@me.com)

 


 




 

15








 






 


With
a copy to:





Davis
Graham & Stubbs LLP


1550 17th
Street, Suite 500


Denver,
Colorado 80202

Attn:            
Randall E. Hubbard, Esq.
(randy.hubbard@dgslaw.com)


Kyler K. Burgi, Esq. (kyler.burgi@dgslaw.com)

 


If
to Eureka Moly, to:

 


Thomas
M. Kim


c/o r2
advisors llc


1518
Blake Street


Denver,
Colorado 80202



tkim@r2llc.com

 


With
a copy to:

 


Scott Roswell (sroswell@generalmoly.com)


1726
Cole Blvd., Suite 115


Lakewood,
Colorado 80401

 

(i) If
to RCF IV, to:

 


Resource
Capital Fund IV, L.P.


c/o
Resource Capital Funds


1400
Sixteenth Street, Suite 200


Denver,
Colorado 80202


Attn:
General Counsel

 


With
a copy to:

 


Davis
Graham & Stubbs LLP


1550 17th
Street, Suite 500


Denver,
Colorado 80202

Attn:            
Joel O. Benson, Esq.
(joel.benson@dgslaw.com)


Christopher L. Richardson, Esq.
(chris.richardson@dgslaw.com)


Adam L. Hirsch, Esq. (adam.hirsch@dgslaw.com)

 

(j) If
to RCF VI, to:

 


Resource
Capital Fund VI, L.P.


c/o
Resource Capital Funds


1400
Sixteenth Street, Suite 200


Denver,
Colorado 80202


Attn:
General Counsel

 


 




 

16








 






 


With
a copy to:

 


Davis
Graham & Stubbs LLP


1550 17th
Street, Suite 500


Denver,
Colorado 80202

Attn:      
Joel O. Benson, Esq.
(joel.benson@dgslaw.com)


Christopher L. Richardson, Esq.
(chris.richardson@dgslaw.com)


Adam L. Hirsch, Esq. (adam.hirsch@dgslaw.com)

 

(k) If
to Avanti Kitsault, to:

 


Avanti
Kitsault Mine Ltd. (fka Alloycorp Mining Inc.)


c/o
Resource Capital Funds


1400
Sixteenth Street, Suite 200


Denver,
Colorado 80202


Attn:
General Counsel

 


With
a copy to:

 


Davis
Graham & Stubbs LLP


1550 17th
Street, Suite 500


Denver,
Colorado 80202

Attn:      
Joel O. Benson, Esq.
(joel.benson@dgslaw.com)


Christopher L. Richardson, Esq.
(chris.richardson@dgslaw.com)


Adam L. Hirsch, Esq. (adam.hirsch@dgslaw.com)

 

 



Any notice given by delivery, mail, or courier shall be effective
when received. Any notice given by facsimile or electronic mail
shall be effective upon oral, machine, or electronic mail (as
applicable) confirmation of transmission.

 

23. Settlement
Discussions. This Agreement and
the Term Sheets are part of a proposed settlement of matters that
could otherwise be the subject of litigation among the Parties.
Pursuant to Rule 408 of the Federal Rules of Evidence, any
applicable state rules of evidence, and any other applicable law,
foreign or domestic, this Agreement and all negotiations relating
thereto shall not be admissible into evidence in any Proceeding
other than a Proceeding to enforce its terms.

 

 

24. Fees.
General Moly hereby confirms its obligation to pay all reasonable
documented prepetition and post-petition fees and expenses as
contemplated under the Term Sheets and the DIP Credit
Agreement.

 




 

17








 





 

25. No
Solicitation; Adequate Information. This Agreement is not and shall not be deemed to
be a solicitation for votes for the acceptance of the Plan (or any
other chapter 11 plan) for the purposes of sections 1125 and 1126
of the Bankruptcy Code or otherwise or a solicitation to tender or
exchange any securities. The votes of the holders of claims against
General Moly will not be solicited until such holders who are
entitled to vote on the Plan have received the Plan, the Disclosure
Statement, and related ballots, and other required solicitation
materials. In addition, this Agreement does not constitute an offer
to issue or sell securities to any person or entity, or the
solicitation of an offer to acquire or buy securities, in any
jurisdiction where such offer or solicitation would be unlawful.
Although none of the Parties intends that this Agreement should
constitute, and they each believe it does not constitute, a
solicitation or acceptance of a chapter 11 plan of reorganization
or an offering of securities, each Consenting Bondholder
acknowledges, agrees, and represents to the other Parties that it
(a) is an "accredited investor" (within the meaning of Rule 501(a)
of the Securities Act of 1933, as amended (the
“Securities
Act”)), (b) understands
that any securities to be acquired by it pursuant to the
Restructuring have not been registered under the Securities Act and
that such securities are, to the extent not acquired pursuant to
section 1145 of the Bankruptcy Code, being offered and sold
pursuant to an exemption from registration contained in the
Securities Act, based in part upon such Consenting
Bondholder’s representations contained in this Agreement and
cannot be sold unless subsequently registered under the Securities
Act or an exemption from registration is available, and (c) has
such knowledge and experience in financial and business matters
that such Consenting Bondholder is capable of evaluating the merits
and risks of the securities to be acquired by it pursuant to the
Restructuring and understands and is able to bear any economic
risks with respect to such investment.

 

 

26. Interpretation;
Rules of Construction; Representation by Counsel. When a reference is made in this Agreement to a
Section, Exhibit, such reference shall be to a Section, Exhibit,
respectively, of or attached to this Agreement unless otherwise
indicated. Unless the context of this Agreement otherwise requires,
(a) words using the singular or plural number also include the
plural or singular number, respectively, (b) the terms "hereof,"
"herein," "hereby," and derivative or similar words refer to this
entire Agreement, (c) the words "include," "includes," and
"including" when used herein shall be deemed in each case to be
followed by the words "without limitation," and (d) the word "or"
shall not be exclusive and shall be read to mean "and/or." The
Parties agree that they have been represented by legal counsel
during the negotiation and execution of this Agreement and,
therefore, waive the application of any law, regulation, holding,
or rule of construction providing that ambiguities in an agreement
or other document shall be construed against the party drafting
such agreement or document.

 

 


 



[SIGNATURE PAGES FOLLOW]

 


 




 

18








 






 

 

 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be
executed and delivered by their respective duly authorized
officers, solely in their respective capacity as officers of the
undersigned and not in any other capacity, as of the date first set
forth above.

 


	


GENERAL MOLY, INC., a Delaware corporation


 

	
 

	


NEW MOLY LLC, a Delaware limited liability company


 


	


By:

	


/s/ Thomas M. Kim

	
 

	


By:

	


/s/ M. Hills


	


Title:

	


Chief Restructuring Officer

	
 

	


Title:

	


Manager


	
 

	
 

	
 


	


BRUCE D. HANSEN, an individual, as DIP Lender


 

	
 

	


BONG T. HANSEN, an individual, as DIP Lender


 


	


By:

	


/s/ Bruce D. Hansen

	
 

	


By:

	


/s/ Bong T. Hansen


	

 

 



BRUCE D. HANSEN, an individual, as Bondholder


 

	
 

	

 


 



STEVE MOONEY, an individual, as Bondholder


	
 

	
 

	
 


	


By:

	


/s/ Bruce D. Hansen

	
 

	


By:

	


/s/ F. S. Mooney


	


Aggregate Principal Amount of Notes Outstanding:

	

 


 


 


 



$ 1,397,724

	
 

	


Aggregate Principal Amount of Notes Outstanding:

	

 


 


 


 



$ 6,248,611


	
 

	
 

	
 


	


POS-MINERALS CORPORATION, a Delaware corporation


 

	
 

	


MOUNT HOPE MINES, INC., a Colorado corporation


 


	


By:

	


/s/ Hyo Wook Park

	
 

	


By:

	


/s/ Stephen Drimmer


	


Title:

	


Director

	
 

	


Title:

	


President


	
 

	
 

	
 


	
 

	
 

	
 


	


EUREKA MOLY, LLC, a Delaware limited liability company



By:                       Nevada
Moly, LLC Title: Manager


 

	
 

	


RESOURCE CAPITAL FUND IV L.P., a Cayman Islands exempt limited
partnership


 


	

By:

	


/s/ Thomas M. Kim

	
 

	


By:

	


/s/ M. Hills


	

Title:

	
 

	
 

	


Title:

	


Partner


	
 

	
 

	
 







 




 

19








 






 

 


	


RESOURCE CAPITAL FUND VI L.P., a Cayman Islands exempt limited
partnership


 

	
 

	


AVANTI KITSAULT MINE LTD. (fka Alloycorp Mining Inc.)


 


	


By:

	


/s/ M. Hills

	
 

	


By:

	


/s/ [illegible]


	


Title:

	


Partner

	
 

	


Title:

	


Chairman


	

 



NEVADA MOLY, LLC, a Delaware limited liability company


 



By:            General
Moly,
Inc.Title:                                                       Manager


 

	
 

	

 



KOBEH VALLEY RANC, LLC, a Nevada limited liability
company


 



By:            General
Moly,
Inc.Title:                                                       Manager


 


	

By:

	


/s/ Thomas M. Kim

	
 

	

By:

	


/s/ Thomas M. Kim


	

Title:

	


Chief Restructuring Officer

	
 

	

Title:

	


Chief Restructuring Officer









 

20








 










 



Exhibit A

 



Plan Term Sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




 

A-1









EXECUTION VERSION







November 16, 2020

 



General Moly Plan of Reorganization and Business Combination with
Avanti Kitsault Mine, Ltd

 



Summary of Transaction Framework

 



For Discussion Purposes Only

 



The following non-binding term sheet (the “Term
Sheet”) summarizes the
principal terms and conditions by which General Moly, Inc., a
Delaware corporation (“General Moly”) shall confirm a Plan of Reorganization
under Title 11 of the United States Bankruptcy Code
(“Bankruptcy
Code”) to be immediately followed by a business
combination between the reorganized General Moly
(“Reorganized
Moly”) and Avanti
Kitsault Mine, Ltd.., a British Columbia corporation
(“Avanti
Kitsault”), to form a new
molybdenum resource development business (the
“New
Moly”) (collectively, the
“Transactions”). Avanti Kitsault is a wholly-owned
portfolio company of Resource Capital Fund IV L.P. and Resource
Capital Fund VI L.P. (collectively, “RCF”).

 



This Term Sheet does not create binding rights or obligations, does
not constitute or evidence a binding offer or agreement and does
not contain all matters upon which agreement must be reached in
order to consummate the transactions contemplated hereby. Except as
specifically set forth below, no party shall be bound with respect
to the matters set forth herein unless and until Definitive
Documentation acceptable to the parties is prepared, executed and
delivered and the conditions precedent contemplated hereunder are
satisfied.

 



Avanti Kitsault’s principal asset is its undivided, 100%
direct interest in the Kitsault molybdenum mine, a previously
producing primary molybdenum mine, located in northern British
Columbia (the “Kitsault
Project”).


 



General Moly’s principal assets are (i) Nevada Moly, LLC
(“Nevada Moly”) which holds an 80% interest in Eureka
Moly, LLC (the “EMLLC”), which holds the lease rights to the Mt.
Hope Project (the “Mt. Hope
Project”), a primary
molybdenum property, located in Eureka County, Nevada, and (ii)
Kobeh Valley Ranch, LLC (“KVR”), which holds certain water rights that
are integral to the Mt. Hope Project.


 



This is a preliminary summary and does not define all of the terms
and conditions of the proposed transaction, but is a framework upon
which documentation for this transaction will be structured, and is
a basis for further discussion and negotiation of such terms as may
be appropriate. Finalization of a new limited liability company, if
it occurs, shall be subject to the execution and delivery of
satisfactory documentation, and no party will have any rights,
obligations or liabilities of any kind or nature until the
execution and delivery of satisfactory documentation. This term
sheet is confidential, and the indicative terms and conditions
shall not be discussed with, or delivered to another person without
the prior consent of the parties hereto. The parties acknowledge
this term sheet is subject to the Mutual Confidentiality and
Non-Disclosure Agreement dated January 17, 2020 between Avanti
Kitsault and General Moly.


 




 

A-2








 







All dollar figures are US dollars unless otherwise
specified.

 


 

 


	
 


	


Restructuring Support Agreement:

	


The Plan of Reorganization (the “Plan”) shall be implemented with the support of
Supporting Creditors (as hereinafter defined) under the terms of
the Restructuring Support Agreement (“RSA”) to be entered into by General Moly and
the Supporting Creditors.



Supporting Creditors shall include: New Moly and Bruce Hansen (the
“DIP
Lenders”), Steven Mooney
(“Mooney”) and certain other noteholders of General
Moly.



In addition to the Supporting Creditors, POS-Minerals Corporation
(“POSCO”),
the EMLLC joint venture partner holding a 20% interest in EMLLC,
and Mount Hope Mines Inc., (“MHMI”) a Colorado Corporation, the lessor of the
Mount Hope Project mineral rights to EMLLC, shall be Additional RSA
Support Parties under the RSA as described under “POSCO
Support” and “MHMI Support”).



Supporting Creditors and the Additional RSA Support Parties agree
to support a restructuring consistent with the Classification
Structure as described below.


 


	


Classification Scheme:

	
1) Administrative
Priority Claims:


DIP
Facility (as defined below) in the amount of $1,400,000, together
with interest, fees and expenses, shall be paid in full by
distribution to the DIP Lenders of Common Equity in Reorganized
Moly. The Common Equity in Reorganized Moly shall be exchanged for
Membership Interests in New Moly as described below. The DIP
Facility shall have a super-priority claim status pursuant to the
terms set forth in the DIP Loan Agreement which shall be reflected
in the RSA.


Administrative
expenses and professional fees – paid in cash per budget and
engagement agreements and approval of the Bankruptcy
Court.

2) General
Unsecured Creditors: (“General Unsecured
Creditors”) are estimated
to be as follows and settled as described
below:

a) Bondholders
with claims in aggregate less than $50,000
(“Small
Bondholders”) estimated
to have claims of $129,184 shall be paid, at their election, 75% of
aggregate claims in cash ($96,888) or 75% by distribution to the
Small Bondholders of Common Equity in Reorganized Moly. The Common
Equity in Reorganized Moly shall be exchanged for Membership
Interests in New Moly as described below;







 

 




 

A-3








 






 

 


	
 

	
b) All
other Bondholders (“Majority
Bondholders”), estimated
to have claims totaling $8,427,274, shall be paid 75% of aggregate
claims by distribution to the Majority Bondholders of Common Equity
in Reorganized Moly. The Common Equity in Reorganized Moly shall be
exchanged for Membership Interests in New Moly as described
below;

c) All
Trade Creditors (“Trade
Creditors”) shall have
been paid 75% of aggregate claims in cash upon confirmation of the
Plan;

d) Claims
of General Moly employees, other than Hansen, Pennington and
Rogers, are estimated to be $397,250 (“Employee
Claims”). The Employee
Claims shall be paid 75% of aggregate claims in cash ($297,938) or
75% by distribution to the Employee Claims Common Equity in
Reorganized Moly upon confirmation of the Plan. The Common Equity
in Reorganized Moly shall be exchanged for Membership Interests in
New Moly as described below;

e) Hansen
claims include (i) an employment claim of $247,500, and a
bondholder claim of $1,397,724, for a total claim of $1,645,224
(the “Hansen Claim”). The Hansen Claim shall be paid 75% of
the claim amount by distribution to Hansen of Common Equity in
Reorganized Moly. The Common Equity in Reorganized Moly shall be
exchanged for Membership Interests in New Moly as described
below.

f) Pennington
and Rogers employment claims total $409,830, and shall be settled
by the execution of consulting contracts with New Moly whereby
Messrs. Pennington and Rogers will be entitled to receive their
respective claim amounts in four equal quarterly installment
payments during the first year after consummation of the Plan in
exchange for their providing consulting services to New Moly to
assist in the transition of the business of Reorganized
Moly.


 

 



The total cash consideration offered to General Unsecured Creditors
shall not exceed $400,000.


 

3) General
Moly Preferred shares – cancelled


 

4) General
Moly Common shares – cancelled







 

 




 

A-4








 






 


	
 

	


DIP Lenders and General Unsecured Creditors Receiving
Consideration







	


Class


 

	


Claim



($)


 

	


Recovery



(%)


 

	


Cash



($)


 

	


Equity



($)


 


	


DIP Facility Principal Amount


 

	


$1,400,000


 

	


100%


 

	


Nil


 

	


$1,400,000


 

 


 


	


Small Bondholders


 

	


$129,184


 

	


75%


 

	


$96,888


 

	


Nil


 


	


Majority Bondholders


 

	


$8,427,274


 

	


75%


 

	


Nil


 

	


$6,320,456


 

 


 


	


Trade Creditors


 

	


n.a.


 

	


n.a.


 

	


Nil


 

	


Nil


 


	


Employment Claims (Hansen)


 

	


$247,500


 

	


75%


 

	


Nil


 

	


$185,625


 

 


 

 


 


	


Employment Claims (Pennington & Rogers


 

	


$409,830


 

	


n.a.


 

	


Nil


 

	


Nil


 


	


Other Employment Claims


 

	


$397,250


 

	


75%


 

	


$297,938


 

	


Nil


 


	


Total


 

	


$11,011,038


 

	
 

	


$394,826


 

	


$7,906,081


 







	


MHMI Support:

	


MHMI shall be a party to the RSA to support the restructuring
efforts of GMI under which MHMI shall agree, subject to definitive
documentation, to a mutually satisfactory lease amendment including
a deferral of Advance Royalty Payments, elimination of Interim
Financing Payments, amongst other things, in exchange for an option
to convert into an interest in New Moly and an option to purchase
KVR in favor of MHMI, as set forth in more detail in the MHMI Term
Sheet attached to the RSA.







 

 




 

A-5








 






 

 


	


DIP Facility:

	


A credit facility in the aggregate principal amount of $1,400,000
(the “DIP Facility”), with an initial funding of $400,000 upon
entry of the Interim Order and further funded based on certain
milestones set forth in the DIP Term Sheet and DIP Credit
Agreement, shall be made available to General Moly immediately upon
entry of the Interim Order approving the Post-Petition financing.
New Moly shall fund 71% and Hansen shall fund 29% of the DIP
Facility. The DIP Facility will be used to fund working capital and
general corporate requirements of the debtor (including ongoing
operations, legal fees, accounting/reporting costs and D&O
insurance) bankruptcy-related costs and expenses (including
interest, fees, and expenses), Chapter 11 Plan payments and any
other amounts required or allowed to be paid and otherwise
consistent with the Budget.



All advances under the DIP Facility shall bear interest at the rate
of 12% per annum, compounding daily and capitalized.



The DIP Facility will be satisfied by conversion of the outstanding
obligations (principal, interest, fees and expenses) due under the
DIP Facility into Common Equity of Reorganized Moly on a dollar for
dollar basis upon confirmation of the Plan.


 


	


New Moly:

	


New Moly will be a Delaware limited liability
(“New
Moly”) company and the
shareholders of Avanti Kitsault and Reorganized General Moly will
contribute their shares in Avanti Kitsault and Reorganized Moly,
respectively, in exchange for membership interests in New Moly,
with Avanti Kitsault and General Moly becoming separate wholly
owned subsidiaries of New Moly. The combination of Avanti Kitsault
and Reorganized Moly shall be structured and completed in a
tax-efficient manner immediately after the Bankruptcy Court enters
its final Order confirming the General Moly Plan. New Moly will be
governed in accordance with its limited liability company operating
agreement (the “Operating
Agreement”) and taxed as
a US partnership.


 


	


Members of New Moly:

	


The current owners of Avanti Kitsault plus the DIP Lenders and the
Common Equity in Reorganized Moly.


 


	


Membership Interests in New Moly:

	


The interests of members of New Moly (“Membership
Interests”) will be in
common equity (“Common
Equity”).



New Moly shall adopt a management and employee equity compensation
plan that shall vest on an exit of New Moly at the current
valuation (the “LTIP”). The LTIP shall not result in more than
10% dilution to Membership Interests, with up to 2.5%-3% being
initially reserved for Reorganized Moly and Avanti Kitsault
management that remain involved in New Moly.







 

 




 

A-6








 






 

 


	


Initial Capitalization:

	


Initially, RCF shall form New Moly and contribute its interest in
Avanti Kitsault in return for all initial Membership Interests of
New Moly which is anticipated to be 11,859,121, at a deemed unit
price of $1.00 per unit. New Moly and Avanti Kitsault shall be debt
free with no initial working capital. Upon the completion of the
Transaction with Reorganized Moly immediately after confirmation of
the General Moly Plan of Reorganization, New Moly shall exchange
additional Membership Interests (7,906,081 in aggregate) to the
holders of the Common Equity in Reorganized Moly,
respectively.



Initial ownership of New Moly, and prior to accounting for any
funding of New Moly after completion of the Transaction, following
the contribution of both Avanti Kitsault and Reorganized Moly to
New Moly is expected to be:



RCF: 65.1%;



Mooney: 23.7%; and,



Hansen: 8.3%.


 



Such amounts are subject to adjustment depending on interest and
reimbursable fees and expenses incurred by RCF in connection with
the DIP Credit Agreement and the related transactions as well as
whether certain minor Bondholders elect to convert into equity in
New Moly.


	


New Moly Operating Budget:

	


New Moly will be operated pursuant to an annual budget approved by
the board of directors. The New Moly operating budget is
anticipated to require funding of $2 million per year for the
initial two years following consummation of the Transaction. The
budget is anticipated to be sufficient to fund care and maintenance
costs of both the Kitsault Project and the Mt. Hope Project, legal
defense to the Mt. Hope Project Record of Decision and appeal, and
for general working capital purposes for a period of not less than
two years.


 


	


New Moly Funding Arrangement:

	


The board of directors may approve future funding of New Moly for
ongoing activities and general company purposes. Funding will be
provided as Common Equity. Membership Interest holders shall have
the right, but not the obligation, to fund their pro rata fully
diluted ownership percentage of any capital calls. RCF shall fund
its pro rata amount and any amounts not subscribed for other
holders of membership interests for a period of two years with
minimum funding commitment of $3,400,000. Bruce Hansen shall commit
to fund $900,000 over the initial two-year period.







 

 




 

A-7








 






 

 


	


Management:

	


New Moly to be managed by New Moly board of directors and officers
appointed by the board of directors. The Board of Directors shall
initially consist of 5 members appointed by the interest holders as
described in the New Moly Governance and Operating Term
Sheet.



Officers and employees of New Moly may participate in the LTIP plan
described under “Membership Interests”
heading.



Select management and officers of Reorganized Moly shall be
retained by New Moly under new consulting contracts to ensure the
orderly transition of Reorganized Moly’s
business.


 


	


Operating Agreement:

	


The operating agreement, as described in greater detail in the New
Moly Governance and Operating Term Sheet, shall include investor
rights and governance provisions for New Moly, including but not
limited to, board representation, information rights, major
decision mechanisms, preemptive rights, rights of first refusal on
transfers of membership interests, drag rights and other typical
terms and conditions.


	


POSCO Support:

	


POSCO shall be a party to the RSA to support the restructuring
efforts of General Moly by deferring the RoCC, granting a one-time
waiver to the CoC Put and modifying the CoC Put and modifying
certain governance provisions under the EMLLC operating agreement,
all as more fully described in the POSCO Term Sheet.







 

 




 

A-8








 






 



Exhibit 1: Proposed NewCo Structure

 


 



 




 

A-9








 










 



Exhibit B

 



Lease Amendment Term Sheet

 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

 




 

B-1









EXECUTION VERSION







FOR DISCUSSION PURPOSES



Non-Binding Term Sheet



November 17, 2020

 



The following term sheet (the “Term
Sheet”) summarizes
certain principal terms and conditions between Mount Hope Mines
Inc., a Colorado corporation (“MHMI”),
Eureka Moly, LLC, a Delaware limited liability company
(“EMLLC”), and General Moly, Inc., a Delaware
corporation (“GMI”), under which the parties agree to support
the restructuring efforts of GMI by amending the Lease Agreement
(as defined below). As part of the restructuring, the reorganized
GMI will become a wholly-owned subsidiary of New Moly, a newly
created Delaware limited liability company
(“New
Moly” or the
“Parent”)

 



This Term Sheet is intended only for discussion purposes and is not
intended to create any rights in favor of any party, any liability
on the part of any party, or any obligation (including any
obligation to enter into an Amendment, as defined below, or
otherwise consummate a transaction or to continue discussions or
negotiations with respect to an Amendment or any other transaction)
on the part of any party, with respect to any matter. Any
transaction is subject to the satisfactory completion of further
legal, business, and financial diligence on the part of all
parties, and negotiation of an amendment with such terms and
conditions, including additional material terms and conditions,
which may not be set forth in this Term Sheet, as are satisfactory
to each of the key constituent parties.  

 



Summary of Certain Transaction Terms

 


 

 


	


Lease Agreement:

	


The Agreement dated effective October 19, 2005, between MHMI as
Owner and Idaho General Mines, Inc. (“IGMI” n/k/a GMI), as amended and assigned to
EMLLC (the “Lease
Agreement”) for the lease
of the Property (as defined in the Lease
Agreement).


 


	


Amendment of Lease Agreement:

	


It is the intent of parties to modify the Lease Agreement in
connection with the restructuring of GMI along with EMLLC (the
“Amendment”). The Amendment of the Lease Agreement
will include a deferral of the Advance Royalty (as defined in the
Lease Agreement) and elimination of all Periodic Payments (as
defined in the Lease Agreement), except for the Advance
Royalty.


 


	


Deferral of the Advance Royalty:

	


The Amendment shall include a deferral period (the
“Deferral Period”) of the annual Advance Royalty
($500,000.00 annually) payable under the Lease Agreement whereby
the annual Advance Royalty shall accrue (the
“Accrued Advance
Royalty”) beginning with
the Advance Royalty payment due on or before October 19, 2021 and
expire upon the date on which the Kitsault molybdenum project (the
“Kitsault
Project”) or the Mt. Hope
molybdenum project (the “Mt. Hope
Project”) achieves
commercial production (the “Expiry Date”), provided the Parent holds a majority
interest in both the Kitsault molybdenum project and the Mt. Hope
Project at the Expiry Date. In
the event the Deferral Conversion Option (as defined below) is
exercised, the Deferral Period shall cease and Advance Royalties
shall resume beginning on the Expiry Date, as applicable under the
terms of the Lease Agreement.







 

 




 

B-2








 






 

 


	
 

	


If the Deferral Conversion Option is not exercised, the Accrued
Advance Royalty shall become due and payable by EMLLC to MHMI on
the Expiry Date and the annual Advance Royalty shall be reinstated
as of the Expiry Date. In the event of termination of the Lease
Agreement by EMLLC, the Accrued Advance Royalty shall no longer be
a liability to EMLLC or the Parent except for calculating the KVR
Credit (as described below).


	
 

	
 


	


Deferral Conversion Option:


 

	


On the Expiry Date, MHMI shall have the one-time option (the
“Deferral Conversion
Option”) to convert the
cumulative Accrued Advance Royalty amount to common shares of the
Parent at the then prevailing price of such common shares. If the
Parent’s common shares are publicly listed, such conversion
price shall be based on the prevailing share price of the Parent
immediately prior to announcement of the exercise of the Deferral
Conversion Option. If the Parent is a private company, such
conversion shall be based on the fair market value of the common
shares of the Parent, as determined by an independent qualified
valuator. For greater certainty, in the event the Deferral
Conversion Option is exercised, the Advance Royalty will be
reinstated beginning on the Expiry Date, under the terms and
conditions described in the Lease Agreement and the Production
Royalty (as defined in the Lease Agreement) shall remain
unchanged.


 


	


Option – Purchase of Kobeh Valley Ranch, LLC:

	


GMI shall grant in favor of MHMI, an option (“the
KVR
Option”) to purchase KVR
or all the assets thereof, on mutually acceptable terms, if the
EMLLC owners, either together or individually, fail to provide the
capital needed to fund the care and maintenance budget required for
the Mt. Hope Project or EMLLC terminates or defaults on the Lease
Agreement (subject to cure provisions in the Lease Agreement). In
the event MHMI exercises the KVR Option, the Accrued Advance
Royalty shall be credited against the purchase price (the
“KVR
Credit”).


 



KVR shall agree to maintain and not to convey any water rights it
owns or holds to any third party during the pendency of
MHMI’s KVR Option. KVR shall also agree that its assets shall
remain free of all liens, claims and encumbrances.


 


	


Structure:

	


The parties agree that the final structure of the amendments to the
Lease Agreement proposed in this term sheet is subject to receipt
of final tax, corporate and securities law advice.


 







 

 




 

B-3








 






 

 


	


Legal Fee Reimbursement:

	


MHMI shall be reimbursed for its legal costs by EMLLC incurred to
date and in the future related to the implementation of the
Amendment (the “Legal
Reimbursement”) up to a
maximum of $25,000. The Legal Reimbursement shall be paid by
EMLLC.


 


	


Modification of Term:

	


Section 1.1(b) of the Lease Agreement shall be modified such that
Operation shall include Care and Maintenance. The last sentence of
Section 1.1(b) of the Lease Agreement would be modified to clarify
that the cessation of Commercial Production or Operations will not
terminate the Lease Agreement either before or after the expiration
of the initial 30-year term of the Lease Agreement so long as the
Deferral Period remains in effect.


 


	


Additional Conditions Precedent to Amendment:

	


Consummation of a Chapter 11 Plan with new capital and management
of the restructured GMI acceptable to all of the key constituent
parties and as to be outlined in a Restructuring Support Agreement,
no later than February 1, 2021.


 







 


 




 

B-4








 





 


The
undersigned hereby acknowledge and agree to the foregoing as of the
date first set forth above.

 


	
 


	


General Moly, Inc.


 



By: /s/ Thomas M.
Kim 


 


 



Name: Thomas M.
Kim 


 


 



Title: Chief
Restructuring Officer 


	
 


	
 


	


Mount Hope Mines Inc.


 



By: /s/ Stephen
Drimmer 


 


 



Name: Stephen
Drimmer 


 


 



Title: President 


 


 



Eureka Moly, LLC., by its Manager, Nevada Moly, LLC.


 



By: /s/ Thomas M.
Kim 


 


 



Name: Thomas M.
Kim 


 


 



Title: ______________________



 







 







 

B-5








 










 



Exhibit C

 



POSCO Term Sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 




 

C-1









EXECUTION VERSION







FOR DISCUSSION PURPOSES



Non-Binding Term Sheet



November 16, 2020

 



The following term sheet (the “Term
Sheet”) summarizes the
principal terms and conditions by which POS-Minerals Corporation
(“POSCO”)
intends to support the restructuring efforts of General Moly, Inc.,
a Delaware corporation (“GMI”) with Resource Capital Funds. The parties
understand and agree the terms and conditions set forth herein are
subject to implementation of the transactions contemplated in the
MHMI Term Sheet, the Plan Term Sheet and the NewCo Operating
Agreement Term Sheet attached to the Restructuring Support
Agreement.

 



This Term Sheet is intended only for discussion purposes and is not
intended to create any rights in favor of any party, any liability
on the part of any party, or any obligation (including any
obligation to consummate a transaction or to continue discussions
or negotiations with respect to a transaction) on the part of any
party, with respect to any matter. Any transaction is subject to
further legal, business, and financial diligence on the part of
both parties, all necessary third parties entering into the
necessary consents, agreements and arrangements to effect the
transactions described below, and the terms being satisfactory to
all parties. For the avoidance of doubt, the conditions of this
Term Sheet shall only be valid if the term sheets with certain
parties (i.e. Steve Mooney and Mount Hope Mines Inc.) are agreed
and signed, and the conditions of such term sheets are acceptable
to POSCO. Once the conditions of this Term Sheet are signed and
agreed by the parties, the Eureka Moly, LLC
(“EMLLC”)
Operating Agreement shall be amended
accordingly.

 


 

 



Summary of Transaction Terms

 


 

 


	


GMI Restructuring:

	


GMI shall file for and, by no later than February 17, 2021, confirm
a Chapter 11 plan (the “Plan”), with new capital and management of the
restructured GMI. Such Plan shall be acceptable to POSCO, as
outlined in a Restructuring Support Agreement to be entered into
between GMI and POSCO prior to filing the Chapter 11 bankruptcy
petition.


 


	


Asset Sales:

	


The parties agree EMLLC will continue to pursue the sale of all
assets including but not limited to the assets as described in
Schedule A (the “Asset Sales”). POSCO agrees it shall provide any
commercially reasonable consents that are required to complete the
Asset Sales. For the avoidance of doubt, the parties agree that
they intend to sell all of EMLLC’s assets in an orderly
manner in the context of the market.


 







 

 




 

C-2








 






 

 


	
 

	


The budget (the “Sales Budget”) for Asset Sales will be developed during
the restructuring period with input from A.M. King and/or other
qualified experts. In the event actual sales offers differ from
estimated sales values outlined in the Sales Budget, Nevada Moly,
LLC (“Nevada Moly”) will be given full authority to execute
an Asset Sale, up to a limit of a 15% differential in value from
the Sales Budget. POSCO’s and GMI’s consent shall be
required to the conditions and prices of asset sales in case there
is a differential value of more than 15% from the Sales
Budget.


 



Proceeds from any Asset Sale shall be first used to fund the
Minimum Balance Requirement (as defined below). So long as the
Minimum Balance Requirement is met, all proceeds from Asset Sales
shall be distributed as follows: first, until the Accrued Interest
(as defined below) has been paid in full and the capital
contributed by POSCO (the “Contributed
Capital”) has been
returned in full, (a) 80% to POSCO to be applied first as payment
of the Accrued Interest and then as return of the Contributed
Capital (“RoCC”) and (b) 20% to POSCO as a preferred
distribution that is not treated as payment of the Accrued Interest
or RoCC; and thereafter, 80% to Nevada Moly and 20% to POSCO. To
illustrate the foregoing:


 



Asset Sale #1: if immediately
prior to Asset Sale #1, the Minimum Balance Requirement is
$7,500,000, the Reserve Account is $5,000,000, the Accrued Interest
is $100,000, the balance of the Contributed Capital equals
$37,000,000, and the net proceeds (after payment of legal fees and
other expenses incurred in connection with such transaction) from
such Asset Sale are $15,000,000, then (a) $2,500,000 shall be paid
to the Reserve Account to fully fund the Minimum Balance
Requirement, and (b) the remaining $12,500,000 shall be distributed
to POSCO so that (i) $10,000,000 (80% of $12,500,000) is applied
first as payment of the Accrued Interest ($100,000) and then as
RoCC ($9,900,000) and (ii) $2,500,000 (20% 0f $12,500,000) is a
preferred distribution to POSCO.


 



Asset Sale #2: if Asset Sale #2
occurs with net proceeds of $50,000,000, a fully funded Reserve
Account of $7,500,000, accrued interest of $400,000, and a balance
of Contributed Capital equal to $27,100,000 ($37,000,000 minus
$9,900,000), then (a) $0 shall be paid to the Reserve Account, (b)
$34,375,000 shall be distributed to POSCO so that (i) $27,500,000
(80% of $34,750,000) is applied first as payment of the Accrued
Interest ($400,000) and then as RoCC ($27,100,000, and thus paid
off) and (ii) $6,875,000 (20% of $34,375,000) is a preferred
distribution to POSCO, and (c) the remaining $15,625,000 shall
either be retained in EMLLC or distributed, in whole or in part, in
accordance with the members interests (80% Nevada Moly and 20%
POSCO), as determined by the unanimous vote of the members of
EMLLC.


 







 

 




 

C-3








 






 

 


	
 

	


For clarity, after payment in full of the RoCC and the 20%
preferred distribution to POSCO, any future distributions shall be
made in accordance with the EMLLC Operating Agreement.


 



The Operating Agreement shall be amended to reflect these
terms.


 


	


EMLLC Reserve Account:

	


The parties agree cash sweeps following Asset Sales will be
permitted once the EMLLC Reserve Account (the
“Reserve
Account”) reaches a
balance of $7.5 million (the “Minimum Balance
Requirement”).


 


	


Deferral of the Return of Capital Contribution
(“RoCC”):

	


Except as provided upon an Asset Sale, the RoCC will be deferred
until the earlier of a) commercial production being achieved at the
Mount Hope Project, b) EMLLC being placed into bankruptcy, or c)
GMI (or its successor in a restructuring of GMI) being placed into
bankruptcy (excluding pursuant to the Plan). Such RoCC amount shall
be reduced by cash sweeps from Asset Sales as outlined
above.


 



The amendment to the EMLLC limited liability company agreement (the
“LLC
Agreement”) that defers
the RoCC will include that POSCO will be entitled to quarterly
accrued and compounded interest on the unreturned Contributed
Capital at a rate of 1.50% per annum (the
“Accrued
Interest”), which will
accrue beginning on confirmation of the Plan and will be payable
prior to the RoCC.


 


	


Waiver & Modification of the Change of Control
(“CoC”) Put:

	

 



Deferral of any potential exercise of the CoC put associated with
the creation of the restructured GMI entity according to the Plan
for 12 months starting from the date this Term Sheet is executed.
For clarity, this deferral shall not extend to any other parties
which may be involved in future Change of Control that is not a
part of the Plan. The Put Price for the purpose of Section 14.6 of
EMLLC Operating Agreement shall be the Fair Market Value pursuant
to Section 14.5 (d) under the Appraisal Procedure pursuant to
Section 14.5 (e) whereby POS-Minerals’ Membership Interest
shall be valued as if it was being valued as an Encumbered
Interest.


 


 







 

 




 

C-4








 






 

 


	


EMLLC Governance:

	


As part of the ongoing governance and management of
EMLLC:

(i) EMLLC
will be charged an annual $100,000 management fee by GMI (or its
successor in a restructuring of GMI) in exchange for management
services);

(ii) The
Representatives of the Members of EMLLC will agree on an updated
plan and Care and Maintenance Budget for EMLLC. The yearly budget
(whether Care and Maintenance or a revised Initial Budget) for
EMLLC shall be agreed by the 15th of December of every year for the
budget of following year. The Care and Maintenance Budget for EMLLC
in 2021 shall continue to be funded by the amounts in the Reserve
Account and shall not exceed the amount that is available in the
Reserve Account at the end of 2020. It is estimated that the yearly
Care and Maintenance Budget (after 2021 and after the completion of
GMI’s restructuring, but prior to and without taking into
account the proceeds from a Financing) will be a minimum of
$1,200,000 per year in aggregate.

(iii) EMLLC
agrees to furnish internally generated financial statements on a
quarterly and annual basis, which POSCO can audit at its own cost,
and Sections 9.1 and 9.4 of the Operating Agreement will be revised
accordingly;

(iv) GMI
shall contribute Kobeh Valley Ranch (“KVR”) to EMLLC, subject to an option, on terms
acceptable to EMLLC, MHMI and POSCO, in favor of MHMI to purchase
KVR or its assets if (i) EMLLC’s members elect not to provide
the capital needed to fund the care and maintenance budget required
for the Mt. Hope Project, or (ii) EMLLC terminates or defaults on
the Lease Agreement between EMLLC and MHMI, as outlined in the term
sheet between MHMI, EMLLC and GMI.






 


 

 


 




 

C-5








 






 

 



The undersigned hereby agree to the foregoing terms.

 


	
 


	


General Moly, Inc.


 



By: /s/ Thomas M.
Kim 


 


 



Name: Thomas M.
Kim 


 


 



Title: Chief
Restructuring Officer 


 


 



Nevada Moly, LLC


 



By: /s/ Thomas M.
Kim 


 


 



Name: Thomas M.
Kim 


 


 



Title:  ____________________


 


	
 


	
 


	


POS-Minerals Corporation


 



By: /s/ Hyo Wook
Park 


 


 



Name: Hyo Wook
Park 


 


 



Title: Director 


 


	

  

 





Resource Capital Fund VI L.P.


 


By: 

/s/ M. Hills


 


 


Name:

Mason Hills


 

Title: General
Counsel               









 





 

C-6








 






 



Schedule A



Asset Available for Sale


 



Electrical Transformers



HDPE Pipe



Containerized laboratory



Hydrocyclones & distributors



Verical grinding mill



Electrical Substation



Underground Power Cable



Diesel Generator, 600kW



Diesel Generator, D150-6S



Turbine pumps and motors



Steel pipe, ~14,200 ft, mostly 4.5-inch dia.



Booster station electrical houses



Atlas Trailer Park (Valhalla Villa)



Subdivision property, 137 acres



Gyratory crusher & motor



Gyratory spare parts & misc



Gyratory crusher & motor



Gyratory spare parts & misc



SAG mill (w/o liners)



SAG drive



Ball mills (w/o liners)



Ball mill drives


 

 


 

 




 

C-7








 










 



Exhibit D

 



New Moly Operating Agreement Term Sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




 

D-1









Execution Version







November 17, 2020

 



New Moly Operating Agreement

 



Summary of Indicative Terms and Conditions

 



For Discussion Purposes Only

 



This non-binding term sheet is a preliminary summary of the
indicative basic terms and conditions for the proposed creation of
a new limited liability company to hold Avanti Kitsault Mine, Ltd.
(“Avanti
Kitsault”) and General
Moly (“General
Moly”, or after
confirmation of the plan, “Reorganized
Moly”). See the proposed
structure diagram on the last page of this summary of terms for a
simplified version of what the company would look like at the end
of the process. This is a preliminary non-binding summary and does
not define all of the terms and conditions of the proposed company,
but is a framework upon which documentation for this transaction
would be structured, and is a basis for further discussion and
negotiation of such terms as may be appropriate. Finalization of a
new limited liability company, if it occurs, shall be subject to
the execution and delivery of satisfactory documentation, and no
party will have any rights, obligations or liabilities of any kind
or nature until the execution and delivery of satisfactory
documentation. This term sheet is confidential, and the indicative
terms and conditions shall not be discussed with, or delivered to
another person without the prior consent of the parties hereto. The
parties acknowledge this term sheet is subject to the Mutual
Confidentiality and Non-Disclosure Agreement dated January 17, 2020
between Avanti Kitsault and General Moly.

 


	
 


	


New Moly:

	


The creation of a new Delaware limited liability company to hold
Avanti Kitsault and Reorganized Moly (“New Moly”). New Moly will be governed in accordance
with its limited liability company operating agreement. New Moly
will be taxed as a partnership.


 


	


Members:

	


The current owners of Avanti Kitsault plus certain General Moly
creditors.


 


	


Initial Capitalization:

	


Initial ownership of New Moly following contribution of both Avanti
Kitsault and Reorganized Moly to New Moly, assuming all creditors
offered cash or equity settlement of liabilities elect for cash
settlement, and prior to any funding of New Moly, is expected to
be:



  RCF: 64.2%



  Mooney: 23.2%



  Hansen: 8.1%


 



  Other Creditors: 4.5%



Such percentages are subject to adjustment based on accrued
interest with respect to the DIP Loan and reasonable legal fees
incurred in connection therewith and this Transaction.


 







 

 




 

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Execution Version






 

 


	


Membership Interests:

	


The deemed value of the members’ interests immediately
following the completion of the transactions whereby all the
members join New Moly is estimated to be $ 20,158,633.



In the future, New Moly may adopt a management and employee equity
compensation plan vesting on an exit of New Moly at the current
valuation (the “LTIP”). It is anticipated that the LTIP
would not result in more than 10% dilution to all membership
interests, with up to 2.5%-3% being initially reserved for
management from the current Avanti Kitsault and Reorganized Moly
that remain involved in New Moly. Any such plan, its vesting and
awards shall all be subject to plan documentation approved by the
board and the Requisite Interest Approval.


 


	


Accredited Investors:

	


All members must be accredited investors under the Securities Act.
Each member must deliver a subscription agreement or equivalent
document with customary representations and warranties regarding
such member’s ownership of membership interests in New Moly.
Each member must sign and deliver the operating
agreement.


 


	


Admission of New Members:

	


No new members will be admitted to New Moly without approval by the
board of directors plus Requisite Interest Approval (defined below)
of the members. Any new member must deliver a subscription
agreement or equivalent document with customary representations and
warranties regarding such member’s ownership of membership
interests in New Moly and sign and deliver the operating
agreement.


 


	


Management:

	


New Moly to be managed by New Moly board of directors and officers
appointed by the board of directors, subject to decisions that also
require member approval. Board of directors to initially consist of
5 members, with a minimum of 3 and a maximum of 9.


 


	


Member Board Appointments:

	


RCF shall have the right to appoint all board members except the
Mooney Representative as described below.



The initial board of directors is currently contemplated to consist
of: Mario Caron, Bruce Hansen, an RCF appointee, a Mooney appointee
and an independent director appointed by RCF.



Mooney shall be entitled to designate one nominee (a
“Mooney
Nominee”), for
appointment to the board of directors of New Moly for a period of
two years following the formation of NewCo. After the second
anniversary of the formation of New Moly, so long as Mooney
continues to own at least 20% of the membership units, Mooney shall
be entitled to designate a Mooney Nominee, for appointment to the
board of directors of New Moly, provided that, the Mooney Nominee
is an individual eligible to serve as a director pursuant to
applicable law. In addition, for so long as Mooney continues to own
at least 10% of the membership units, Mooney shall also have the
right to appoint an observer to the board of
directors.



Designated, appointed directors may consider and act in the best
interest of the member that appointed such director when making
decisions for New Moly.


 







 

 




 

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Execution Version






 

 


	


Board Observer Rights:

	


Members that have the right to appoint board members will also have
board observer rights.


	


Member Approvals:

	


Certain key decisions would require the approval of the board of
directors plus approval of 51% of all membership units
(“Requisite Interest
Approval”). Key decisions
would include, but may not be limited to:


(a)
incurring any indebtedness for borrowed money (which would include
capital leases and equipment leases) in excess of $25,000; (b)
guarantying the obligations of any other Person in excess of
$25,000 in the aggregate; (c) effecting any transaction, or
entering into, modifying or amending any agreement between New Moly
or any subsidiary, on the one hand, and any member or director or
affiliate of any member or director, on the other hand; (d) making
any capital call, whether associated with membership interests or
any other equity interest; (e) adopting a Profits Units Plan, or
create or amend any management equity, phantom equity or profit
sharing pool or plan of any kind, including the Profits Units Plan;
(f) raising capital from any non-member third party; (g) other than
issuing approved Profits Units, effecting any issuance of any
equity interests or any options, warrants or other rights to
acquire, or instruments convertible into equity interests; (h)
effecting any valuation of New Moly or its equity; (i) admitting
any additional or substitute members; (j) making any material
deviations from an Approved Budget involving (x) with respect to
the capital expenditure budget, changes of more than ten percent
(10%) to the total capital expenditure amount for such calendar
year or (y) with respect to the operating expenditure budget,
increases of more than ten percent (10%) to the total operating
expense amount for such calendar year; (k) effecting any merger or
consolidation of New Moly or any subsidiary of New Moly; or any
sale of all or substantially all of the assets of New Moly or any
subsidiary of New Moly; or undertaking an initial public offering
of equity interests in New Moly; (l) acquiring all or substantially
all the equity interests in or assets of any other entity involving
an amount in excess of $100,000; (m) making a decision to start
construction of a project; (n) making any assignment for the
benefit of creditors, or file a petition for relief under
bankruptcy or insolvency laws; (o) deciding to voluntarily
liquidate, dissolve or wind up New Moly or any subsidiary of New
Moly; or (p) effecting any amendment to the certificate, or to the
charter of any subsidiary of New Moly



Any amendment of the operating agreement that would directly,
adversely affect the rights of a member individually will require
the consent of the adversely affected member.


 



Voting will be proportional to each member’s ownership
interest in the company.


 


	


Meeting and Approvals:

	


Meetings of the board and members may be in person, telephonically
or via video. Decisions by the board and members may be made by
voice vote, written consent or other reasonable
method.


 


	


Budget:

	


New Moly will be operated pursuant to an annual budget approved by
the board of directors.


 







 

 




 

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Execution Version






 

 


	


Future Funding:

	


The board of directors plus Requisite Interest Approval may approve
future funding of New Moly for ongoing activities and general
company purposes. Capital calls, whether associated with membership
interests or any other equity interest may be made on the members
on terms and conditions approved by the board of directors plus
Requisite Interest Approval. Capital calls will be offered to all
members on a pro rata basis to their ownership at the time of the
capital call. No member will be required to contribute additional
capital in the future.



Members may make loans to New Moly (which shall not be treated as
membership interests) so long as such loan is approved by the board
of directors plus Requisite Interest Approval.


 


	


Transfers of Membership Interests:

	


No member will be allowed to sell, assign, gift or transfer their
membership interests except strictly in accordance with the
operating agreement. Attempted transfers not in accordance with the
operating agreement will be void and not recognized by New Moly.
Members may transfer to affiliates.


 


	


Right of First Refusal:

	


Members shall have a right of first refusal exercisable for a
reasonable period of time, on a pro rata basis, to purchase any
membership interests proposed to be sold by another
member.



If no existing members purchase the offered membership interest in
the right of first refusal process, it may be offered to third
parties in accordance with the terms of the operating agreement,
though the admission of any new member is subject to the provision
of Admission of New Members, above.


 


	


Drag Along:

	


Members holding in excess of 51% of membership interests may
“drag along” all other members and require a sale of
their interests on substantially the same terms and
conditions.


 


	


Tag Along:

	


If Members holding in excess of 51% of membership interests sell
such interests in a change of control transaction, and do not drag
along the other members, such other members may exercise their
right to “tag along” in such sale and sell their
interests on the same terms and conditions.


 


	


Put/Call:

	


No member would have a right to put their interests to New Moly or
the other members, and New Moly would not have a right to call a
member’s interests.


 


	


Tax Distributions:

	


New Moly will make tax distributions to its Members.


 


	


General Distributions:

	


Distributions other than tax distributions, may be made from time
to time subject to a decision by the Board plus Requisite Interest
Approval.


 


	


Reports:

	


New Moly shall prepare and provide the following reports to the
Members in a form approved by the board of directors: audited
annual financials; unaudited quarterly financials; monthly updates
regarding New Moly’s activities and the status of its
projects; and a copy of the Approved Budget.


 


	


Representations and Warranties:

	


Each member will make customary representations and warranties in
the operating agreement.


 


	


Fiduciary Duties:

	


Fiduciary duties of members and directors to be waived, as allowed
by applicable law.


 







 

 




 

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Execution Version






 

 


	


Confidentiality:

	


Members and directors will be bound by confidentiality requirements
during and following their tenure with New Moly.


 


	


Dissenters Rights:

	


No member will have dissenter rights and same shall be waived, to
the full extent allowed by law.


 


	


Indemnification:

	


Indemnification of directors and members, as allowed by applicable
law.


 


	


Competitive Activities and Conflicts of Interest:

	

Any
member, director or affiliate thereof may engage in or possess an
interest in other business ventures or investments of any nature or
description, independently or with others, similar or dissimilar to
the business of New Moly, and New Moly and the other members shall
have no rights in and to such independent ventures or investments
or the income or profits derived therefrom, and the ownership of or
pursuit of any such venture or investment, even if competitive with
the business of New Moly, shall not be deemed wrongful or
improper.


Directors
and members that have an interest in any transaction with New Moly
may vote on and approve any such matter and will not be required to
abstain when such a conflict is present.


 


	


Governing Law:

	


Delaware


 


	


Disputes:

	


All disputes will be decided by arbitration in Denver,
Colorado.


 







 

 




 

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Execution Version






 

 



Exhibit 1: Proposed NewCo Structure

 

 



 




 

D-7