**Exhibit
      10.20**


**Execution
      Version**




**CONTRIBUTION
      AGREEMENT**




**dated
      as of February 26, 2008**




**among**




**GENERAL
      MOLY, INC.** **,**




**NEVADA
      MOLY, LLC** **,**




**EUREKA
      MOLY, LLC**




**and**




**POS-MINERALS** **CORPORATION**




CONTRIBUTION
      AGREEMENT; SOLO COVER PAGE









**TABLE
        OF CONTENTS**


**Page**ARTICLE
                  I DEFINITIONS; INTERPRETATION
              
              21.1
              Definitions
              
              21.2
              Interpretation
              
              9ARTICLE
                  II CONTRIBUTIONS; CLOSING
              
              102.1
              General
                  Moly Contributions of Assets
              
              102.2
              General
                  Moly Contribution of LLC Interest
              
              112.3
              POS-Minerals
                  Contribution
              
              122.4
              Pre-Closing
                  Date Expenditures.
              
              122.5
              Closing
              
              142.6
              Closing
                  Deliveries.
              
              14ARTICLE
                  III REPRESENTATIONS AND WARRANTIES
              
              173.1
              Representations
                  and Warranties of the GMO Parties
              
              173.2
              Representations
                  and Warranties of POS-Minerals
              
              25ARTICLE
                  IV COVENANTS
              
              274.1
              Confidentiality
              
              274.2
              Expenses;
                  Transfer Taxes.
              
              284.3
              Press
                  Releases and Public Announcements
              
              284.4
              Further
                  Assurances
              
              28ARTICLE
                  V INDEMNIFICATION
              
              285.1
              Survival
                  of Representations and Warranties
              
              285.2
              Indemnification
              
              295.3
              Procedures.
              
              315.4
              Insurance
                  Proceeds
              
              325.5
              Obligations
                  of General Moly and Nevada Moly
              
              33ARTICLE
                  VI MISCELLANEOUS
              
              336.1
              Entire
                  Agreement; Successors and Assigns
              
              336.2
              Governing
                  Law; Language
              
              336.3
              Resolution
                  of Disputes
              
              336.4
              Headings
              
              346.5
              Notices
              
              346.6
              Severability
              
              366.7
              Waiver
              
              366.8
              Assignment
                  and Binding Effect
              
              366.9
              No
                  Benefit to Others
              
              366.10
              Counterparts
              
              366.11
              Rules
                  of Construction
              
              376.12
              No
                  Partnership
              
              376.13
              No
                  Sovereign Immunity.
              
              376.14
              Legal
                  Relationships.
              
              37




CONTRIBUTION
            AGREEMENT; TABLE OF CONTENTS; Page




**TABLE
      OF SCHEDULES AND EXHIBITS**




**EXHIBITS**




Exhibit
                A
            Form
                of LLC AgreementExhibit
                B
            Form
                of Assignment of LLC InterestExhibit
                C
            Form
                of POSCAN GuarantyExhibit
                D
            Form
                of Opinion of Broughton Law CorporationExhibit
                E
            Executed
                Conveyance DocumentsExhibit
                E-1
            Mineral
                DeedExhibit
                E-2
            Bill
                of Sale and AssignmentExhibit
                E-3
            Assignment
                of Project LeaseExhibit
                E-4
            Assignment
                of Office LeaseExhibit
                E-5
            Deed
                of Real PropertyExhibit
                E-6
            KVR
                Water LeaseExhibit
                E-7
            Assumption
                AgreementExhibit
                F
            Example
                Calculation of Pre-Closing Date Payment AmountExhibit
                G
            Volume
                I of Bankable Feasibility Study




**SCHEDULES**




Schedule
                I
            Contributed
                AssetsSchedule
                I-1
            Mineral
                PropertiesSchedule
                I-2
            Water
                RightsSchedule
                I-3
            Material
                ContractsSchedule
                I-4
            Leased
                Real PropertySchedule
                I-5
            Owned
                Real PropertySchedule
                I-6
            Vehicles
                and EquipmentSchedule
                I-7
            Permits,
                Permit Applications and BondsSchedule
                I-8
            Other
                AssetsSchedule
                II
            Assumed
                LiabilitiesSchedule
                2.1(b)
            Pending
                ApprovalsSchedule
                2.3(a)(i)
            Wire
                Transfer InstructionsSchedule
                2.4
            Underfunded
                2007 Payment Amount ScheduleSchedule
                3.1(e)
            Obtained
                Authorizations and Government ApprovalsSchedule
                3.1(j)(i)
            Compliance
                with LawsSchedule
                3.1(j)(vi)
            Conflicting
                ClaimsSchedule
                3.1(j)(viii)
            Environmental
                MattersSchedule
                3.1(j)(x)
            Insurance
                Policies





CONTRIBUTION
            AGREEMENT; TABLE OF CONTENTS; Page


**CONTRIBUTION
      AGREEMENT**




This
      Contribution Agreement is dated as of February 26, 2008, by and
      among:




**GENERAL
      MOLY, INC** .,
      a
      Delaware corporation and successor-by-merger to Idaho General Mines, Inc.
      (“ General
      Moly ”);




**NEVADA
      MOLY, LLC** ,
      a
      Delaware limited liability company (“ Nevada
      Moly ”,
      and
      together with General Moly, individually referred to as a “ GMO
      Party ”,
      and
      collectively as the “ GMO
      Parties ”);




**EUREKA
      MOLY, LLC** ,
      a
      Delaware limited liability company (the “ Company ”);
      and




**POS-MINERALS
      CORPORATION,** a
      Delaware corporation (“ POS-Minerals ”).




The
      GMO
      Parties, the Company and POS-Minerals are sometimes referred to herein
      individually as a “ Party ”
and
      collectively as the “ Parties .”
      Capitalized terms used and not otherwise defined in this Agreement have the
      respective meanings ascribed thereto in Article
      I .




**RECITALS**




A.  General
      Moly owns (i) 100% of the issued and outstanding limited liability company
      membership interests of the Company and (ii) 100% of the issued and outstanding
      limited liability company membership interests of Nevada Moly. General Moly,
      pursuant to the Conveyance Documents, has contributed the Contributed Assets
      to
      the Company, in exchange for the issuance to General Moly of its 100% interest
      in the Company and the assumption by the Company of the Assumed Liabilities.




B.  POS-Minerals
      desires to make the POS-Minerals Initial Contribution to the Company as
      described in Article IV of the LLC Agreement, in exchange for the issuance
      to
      POS-Minerals of the limited liability company membership interest to be issued
      to POS-Minerals pursuant to the LLC Agreement (the “ Eureka
      POS LLC Interest ”).




C.  General
      Moly desires to contribute its entire limited liability company membership
      interest in the Company to Nevada Moly, such that immediately after such
      contribution and the issuance to POS-Minerals of the Eureka POS LLC Interest,
      Nevada Moly will own the limited liability company membership interest described
      as being owned by Nevada Moly pursuant to the LLC Agreement (the “ Eureka
      GMO LLC Interest ”).




**AGREEMENT**




In
      consideration of the mutual promises, covenants and agreements set forth herein
      and other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the Parties agree as follows:




CONTRIBUTION
            AGREEMENT; Page 1




**ARTICLE
      I**


**DEFINITIONS** **;
      INTERPRETATION**




**1.1**  **Definitions** .
      For
      purposes of this Agreement, the following terms have the following
      meanings:




“ Accounting
      Procedure ”
means
      the “Accounting Procedure” as such term is defined in the LLC
      Agreement.




“ Act ”
means
      the “Act” as such term is defined in the LLC Agreement.




“ Affiliate ”
means
      with respect to a Person, any other Person that directly, or indirectly through
      one or more intermediaries, controls, or is controlled by, or is under common
      control with, such Person. As used in this definition, the word “control” means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of a Person, whether through ownership
      of voting securities, by contract or otherwise. Notwithstanding the foregoing,
      for purposes of this Agreement, the Company shall not be considered an Affiliate
      of any of the GMO Parties or POS-Minerals or any of their respective
      Affiliates.




“ Agreement ”
means
      this Contribution Agreement and all Exhibits and Schedules hereto, which are
      hereby incorporated herein by this reference.




“ Applications
      to Change ”
has
      the
      meaning set forth in the KVR Water Lease.




“ Assignment
      of LLC Interest ”
means
      the Contribution and Assignment of Limited Liability Company Interest, from
      General Moly to the Company, to be executed and delivered at the Closing,
      substantially in the form of Exhibit B .




“ Authorizations ”
means
      resolutions, approvals or consents of third parties, creditors, shareholders,
      partners and members, excluding any Government Approvals.




“ Business
      Account ”
means
      the “Business Account” as such term is defined in the LLC
      Agreement.




“ Business
      Day ”
means
      any day other than Saturday, Sunday, and a day on which banks in Denver,
      Colorado, U.S. or Seoul, Republic of Korea are required or permitted by Law
      to
      close.




“ Code ”
means
      the Internal Revenue Code of 1986. Any reference herein to a specific section
      or
      sections of the Code shall be deemed to include a reference to any corresponding
      provision of future Law.




“ Confidential
      Information ”
means
      “Confidential Information” as such term is defined in the Confidentiality
      Agreement.




“ Confidentiality
      Agreement ”
means
      the Mutual Nondisclosure Agreement, dated as of April 24, 2007, among POSCO,
      a
      Korean corporation, POSCAN and General Moly.




CONTRIBUTION
            AGREEMENT; Page 2




“ Continuing
      Obligations ”
means
      the “Continuing Obligations” as such term is defined in the LLC
      Agreement.




“ Contributed
      Assets Value ”
means
      the “Contributed Assets Value” as such term is defined in the LLC
      Agreement.




“ Contribution
      Date ”
means
      12:01 a.m., January 1, 2008.




“ Dollars ”
or
      “ $ ”
means
      the lawful currency of the U.S.




“ Encumbrance ”
means
      mortgages, deeds of trust, security interests, pledges, liens, net profits
      interests, royalties or overriding royalty interests, other payments out of
      production, or other burdens of any nature.




“ Environmental
      Laws ”
means
      Laws aimed at reclamation or restoration of the Properties; abatement of
      pollution; protection of the environment; protection of wildlife, including
      endangered species; ensuring public safety from environmental hazards;
      protection of cultural or historic resources; management, storage or control
      of
      hazardous materials and substances; releases or threatened release of
      pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
      as wastes into the environment, including ambient air, surface water and
      groundwater; and all other laws relating to the manufacturing, processing,
      distribution, use, treatment, storage, disposal, handling or transport of
      pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
      or wastes.




“ Environmental
      Liabilities ”
means
      any and all claims, actions, causes of action, damages, losses, liabilities,
      obligations, penalties, Judgments, amounts paid in settlement, assessments,
      costs, disbursements or expenses (including attorneys’ fees and costs, experts’
fees and costs, and consultants’ fees and costs) of any kind or of any nature
      whatsoever that are asserted against the Company, by any Person other than
      Nevada Moly or POS-Minerals, alleging liability (including liability for
      studies, testing or investigatory costs, cleanup costs, response costs, removal
      costs, remediation costs, containment costs, restoration costs, corrective
      action costs, closure costs, reclamation costs, natural resource damages,
      property damages, business losses, personal injuries, penalties or fines)
      arising out of, based on or resulting from (a) the presence, release,
      threatened release, discharge or emission into the environment of any hazardous
      materials or substances existing or arising on, beneath or above the Contributed
      Assets and/or emanating or migrating and/or threatening to emanate or migrate
      from the Contributed Assets to off-site properties; (b) physical
      disturbance of the environment; or (c) the violation or alleged violation of
      any
      Environmental Laws.




“ GAAP ”
means
      generally accepted accounting principles as used in the U.S.




“ Governing
      Documents ”
means
      the articles or certificate of incorporation or formation, organization or
      association, general or limited partnership agreement, limited liability company
      or operating agreement, bylaws or other incorporation or governing documents
      of
      any Person.




“ Government
      Approval ”
means
      any authorization, consent, approval, ruling, tariff, rate, certification,
      exemption, registration, declaration, application, or filing, variance, claim,
      Judgment, decree, sanction, or publication of, by or with, any notice to, any
      declaration of or with, or any registration by or with, or any other action
      or
      deemed action by or on behalf of, any Governmental Authority.




“ Governmental
      Authority ”
means
      any domestic or foreign national, regional or local, court, governmental
      department, commission, authority, central bank, board, bureau, agency, official
      or other instrumentality exercising executive, legislative, judicial, taxing,
      regulatory or administrative powers or functions of or pertaining to
      government.




CONTRIBUTION
            AGREEMENT; Page 3




“ Governmental
      Fees ”
means
      all location fees, mining claim rental fees, mining claim maintenance payments
      and similar payments required by Law to locate and hold unpatented mining
      claims.




“ Hedge
      Instrument ”
means
      (a) any currency swap agreement, option contract, future contract, option on
      futures contract, spot or forward contract or other agreements to purchase
      or
      sell currency or any other arrangement entered into by a Person to hedge such
      Person’s exposure or to speculate on movements in rates of exchange of
      currencies; (b) any interest rate swap, option contract, futures contract,
      options on futures contract, cap, floor, collar or any other similar hedging
      arrangements entered into by a Person to hedge such Person’s exposure to or to
      speculate on movements in interest rates; (c) any forward purchase, forward
      sale, put option, synthetic put option, call option, collar or any other
      arrangement relating to commodities entered into by a Person to hedge such
      Person’s exposure to or to speculate on commodity prices; and (d) any other
      derivative transaction or hedging arrangement of any type or nature whatsoever
      that is the subject at any time of trading in the over-the-counter derivatives
      market.




“ Idaho
      General ”
means
      Idaho General Mines, Inc., which by corporate merger and name change effective
      October 8, 2007 became General Moly.




“ Indebtedness ”
means,
      without duplication, (a) all obligations created, issued or incurred for
      borrowed money (whether by loan, the issuance and sale of debt securities,
      or
      the sale of property to another Person subject to an understanding or agreement,
      contingent or otherwise, to repurchase such property from such other Person);
      (b) all obligations to pay the deferred purchase price or acquisition price
      of property or services (other than accrued expenses and trade accounts payable
      incurred in the ordinary course of business), (c) all obligations to pay money
      evidenced by a note, bond, debenture or similar instrument; (d) all
      reimbursement obligations in respect of letters of credit or similar instruments
      issued or accepted by banks and other financial institutions; (e) all payment
      obligations under any Hedge Instrument to the extent constituting a liability
      under GAAP; and (f) all obligations of another Person of the type listed in
      clauses (a) through (e) of this definition, payment of which is guaranteed
      by or
      secured by Encumbrances on the property of such Person (with respect to
      Encumbrances, to the extent of the value of property pledged pursuant to such
      Encumbrances if less than the amount of such obligations).




“ Indemnified
      Party ”
means
      a
      Party entitled to indemnification under Article
      V .




CONTRIBUTION
            AGREEMENT; Page 4




“ Indemnifying
      Party ”
means
      a
      Party obligated to indemnify another Party under Article
      V .




“ Initial
      Contribution ”
means
      “Initial Contribution” as such term is defined in the LLC
      Agreement.




“ Judgment ”
means
      any judgment, writ, order, decree, injunction, award, restraining order or
      ruling of or by any court, judge, justice, arbitrator or magistrate, including
      any bankruptcy court or judge, and any writ, order, decree or ruling of or
      by
      any Governmental Authority.




“ Knowledge ”
means
      (a) with respect to any of the GMO Parties, the actual knowledge of Bruce
      Hansen, Dave Chaput or Andrew Russell, and (b) with respect to POS-Minerals,
      the
      actual knowledge of Myoung-Kyun Kim or Steve (S.H.) Ha. “ Known ”
or
      “ Know ”
when
      capitalized herein have a correlative meaning.




“ Kobeh
      Valley Ranch ”
means
      Kobeh Valley Ranch, LLC, a Nevada limited liability company of which General
      Moly owns 100% of the issued and outstanding limited liability company
      membership interests.




“ Law ”
means
      all applicable foreign, domestic, national, federal, state and local laws
      (statutory or common), rules, ordinances, regulations, grants, concessions,
      franchises, licenses, orders, directives, judgments, decrees, proclamations,
      instructions, requests and other governmental restrictions, including permits
      and other similar requirements, whether legislative, municipal, administrative
      or judicial in nature.




“ Legal
      Proceeding ”
means
      any private or governmental action, suit, complaint, arbitration, legal or
      judicial or administrative proceeding or investigation, whether civil, criminal
      or of any other nature.




“ LLC
      Agreement ”
means
      the Amended and Restated Limited Liability Company Agreement of the Company,
      between Nevada Moly and POS-Minerals, to be executed and delivered at the
      Closing, substantially in the form of Exhibit
      A .




“ Losses ”
means
      losses, liabilities, damages, dues, deficiencies, assessments, Liens, fines,
      interest, penalties, including with respect to Taxes, costs, expenses and
      obligations, including amounts reasonably paid in settlement, prosecuting,
      defending or otherwise, and reasonable legal, accounting, experts and other
      fees, costs and expenses, in connection with claims, actions, suits,
      proceedings, hearings, investigations, charges, complaints, demands, injunctions
      and Judgments.




“ Manager ”
means
      the “Manager” as such term is defined in the LLC Agreement.




CONTRIBUTION
            AGREEMENT; Page 5




“ Material
      Adverse Effect ”
means
      a
      material adverse effect on (a) the Contributed Assets and the Assumed
      Liabilities, taken as a whole, or (b) the ability of any of the GMO Parties
      or
      the Company to consummate the transactions provided for in this Agreement and
      the other Transaction Documents or to perform their respective obligations
      hereunder and thereunder; *provided* ,
      that
      none of the following shall or will be deemed to constitute, and shall not
      be
      taken into account in determining the occurrence of, a Material Adverse Effect:
      (i) the Transaction Documents or the announcement thereof, or any effect or
      change that results from the taking of any action required or specifically
      permitted pursuant to this Agreement or any other Transaction Documents;
      (ii) any effect or change that results from any change in the economy of
      the world, the U.S., Canada, the Republic of Korea or any region thereof, any
      regulatory or political conditions, any change in currency exchange rates,
      or
      the mining, refining or manufacturing industries in general; (iii) any
      effect or change that results from any unilateral action taken by POS-Minerals
      or any of its Affiliates not provided for by this Agreement or the transactions
      provided for herein; (iv) acts or war, insurrection, sabotage or terrorism;
      or
      (v) any effect or change in the financial, banking or securities markets
      (including any suspension of trading in, or limitations on prices for,
      securities on any national or regional securities exchange).




“ Member ”
means
      a
“Member” as such term is defined in the LLC Agreement. As of immediately after
      the Closing, the Members are Nevada Moly and POS-Minerals.




“ Operations ”
means
      the activities to be carried out by the Company under the LLC
      Agreement.




“ Order ”
means
      any writ, Judgment, decree, injunction or similar order of any Governmental
      Authority or any other Person (in each such case, whether preliminary or final)
      applicable to the Operations or the Closing.




“ Permitted
      Encumbrances ”
means,
      with respect to any Person, the following: (a) Encumbrances for Taxes,
      Governmental Fees, assessments or other governmental charges or levies not
      yet
      due and payable or that are being contested in good faith through appropriate
      proceedings; (b) Encumbrances of carriers, warehousemen, mechanics, materialmen
      and landlords incurred in the ordinary course of business for sums not yet
      due
      or that are being contested in good faith through appropriate proceedings;
      (c) Encumbrances incurred in the ordinary course of business in connection
      with workmen’s compensation, unemployment insurance or other forms of
      governmental insurance or benefits, or to secure performance of tenders,
      statutory obligations, legal privileges, leases, bank guarantees, letters of
      credit and contracts, agreements, leases, purchase orders and other agreements
      (other than for borrowed money) entered into in the ordinary course of business
      or to secure obligations on surety or appeal bonds; (d) purchase money security
      interests or Encumbrances on property acquired or held by such Person in the
      ordinary course of business to secure the purchase price of such property or
      to
      secure Indebtedness incurred for the purpose of financing the acquisition of
      such property; (e) easements, restrictions and other minor defects of title
      that are not, in the aggregate, material or which do not, individually or in
      the
      aggregate, materially and adversely affect the value of the property affected
      thereby or the use thereof for its intended purpose; (f) the Material
      Contracts; (g) Encumbrances set forth on any of the Schedules; and (h) subject
      to Section
      2.1(d) ,
      any
      Pending Approvals.




“ Person ”
means
      a
      natural person, corporation, joint stock company, joint venture, partnership,
      limited liability partnership, limited partnership, limited liability limited
      partnership, limited liability company, trust, estate, business trust,
      association, Governmental Authority or any other entity.




CONTRIBUTION
            AGREEMENT; Page 6




“ POSCAN ”
means
      POSCO Canada Ltd., a company limited by shares incorporated under the Laws
      of
      the province of British Columbia, Canada.




“ POSCAN
      Guaranty ”
means
      the Guarantee and Indemnity Agreement, by POSCAN in favor of the GMO Parties,
      to
      be executed and delivered at the Closing, substantially in the form of Exhibit
      C .




“ POS-Minerals
      Initial Contribution ”
means
      the “POS-Minerals Initial Contribution” as such term is defined in the LLC
      Agreement.




“ Project ”
means
      the molybdenum mine and process plant described in the Plan of
      Operations.




“ Schedules ”
means
      the schedules attached hereto. The Schedules have been arranged in sections
      corresponding to the numbered sections of this Agreement. Any matter disclosed
      by the GMO Parties in the Schedules pursuant to any Section of this Agreement
      shall be deemed to have been disclosed by the GMO Parties for purposes of each
      other Section of this Agreement to which such disclosure is relevant. Any matter
      disclosed by POS-Minerals in the Schedules pursuant to any Section of this
      Agreement shall be deemed to have been disclosed by POS-Minerals for purposes
      of
      each other Section of this Agreement to which such disclosure is
      relevant.




“ Securities
      Act ”
means
      the U.S. Securities Act of 1933.




“ Tax ”
or
      “ Taxes ”
means
      all taxes, however denominated, foreign or domestic, including any monetary
      adjustments, interest, penalties or other additions to tax that may become
      payable in respect thereof, imposed by any Tax Authority, which taxes include
      all income or profits taxes, payroll and employee withholding taxes,
      unemployment insurance, social security taxes, income withholding taxes, sales
      and use taxes, value added taxes, ad valorem taxes, excise taxes, franchise
      taxes, gross receipts taxes, business or municipal license ( *patente
      municipal* )
      taxes,
      occupation taxes, real and personal property taxes, stamp taxes, environmental
      taxes, severance taxes, production taxes, transfer taxes, workers’ compensation,
      governmental charges and other obligations of the same or of a similar nature
      to
      any of the foregoing.




“ Tax
      Returns ”
means
      any return, declaration, report, claim for refund or information return or
      statement relating to Taxes, including any schedule or attachment thereto and
      any amendment thereof.




“ Tax
      Authority ”
means
      any Governmental Authority of any kind with the power to impose any
      Tax.




“ Transaction
      Documents ”
means
      this Agreement, the LLC Agreement, the Assignment of LLC Interest, the POSCAN
      Guaranty, and the other agreements, certificates and instruments to be executed
      and delivered by the Parties at the Closing pursuant to this Agreement or
      pursuant to any of the foregoing documents or instruments (including any
      exhibits, schedules, attachments and annexes to any such other agreements,
      certificates and instruments).




“ U.S. ”
means
      the United States of America.




CONTRIBUTION
            AGREEMENT; Page 7




In
      addition to the terms defined above, the following terms are defined in this
      Agreement and in the Schedules to this Agreement as indicated
      below:




Term
            
            Section2008
                Pre-Closing Expenditures
            
            Section
                2.4(e)Actions
            
            Section
                5.3(b)Actual
                2007 Expenditures
            
            Section
                2.4(e)Assignment
                of Office Lease
            
            Section
                2.1(a)(iv)Assignment
                of Project Lease
            
            Section
                2.1(a)(iii)Assumed
                Contracts
            
            Schedule
                IAssumed
                Liabilities
            
            Schedule
                IIAssumption
                Agreement
            
            Section
                2.1(a)(vii)Bankable
                Feasibility Study
            
            Schedule
                I-8Bill
                of Sale and Assignment
            
            Section
                2.1(a)(ii)Bonds
            
            Schedule
                IBudgeted
                2007 Expenditures
            
            Section
                2.4(e)Closing
            
            Section
                2.5Closing
                Date
            
            Section
                2.5Company
            
            PreambleContributed
                Assets
            
            Schedule
                IConveyance
                Documents
            
            Section
                2.1(a)Deduction
                Percentage
            
            Section
                2.4(e)Deed
                of Real Property
            
            Section
                2.1(a)(v)Environmental
                Damage
            
            Section
                3.1(j)(viii)ERISA
            
            Section
                3.1(p)Eureka
                GMO LLC Interest
            
            RecitalsEureka
                House Lease
            
            Schedule
                I-4Eureka
                Office Lease
            
            Schedule
                I-4Eureka
                POS LLC Interest
            
            RecitalsEureka
                Trailer Park
            
            Schedule
                I-5Excess
                Underfunded Amount
            
            Section
                2.4(e)Excluded
                Assets
            
            Schedule
                IExcluded
                Liabilities
            
            Schedule
                IIExecution
                Date
            
            Section
                2.5Exxon
                Assignment
            
            Schedule
                IIFinal
                Settlement Date
            
            Section
                2.4(c)First
                Contribution Installment
            
            Section
                2.3(a)(i)General
                Moly
            
            PreambleGMO
                Party
            
            PreambleKVR
                Water Lease
            
            Section
                2.1(a)(vi)KVR
                Water Rights
            
            Schedule
                ILeased
                Mineral Properties
            
            Schedule
                ILeased
                Real Property
            
            Schedule
                IMaterial
                Contracts
            
            Schedule
                IMineral
                Deed
            
            Section
                2.1(a)(i)Mineral
                Properties
            
            Schedule
                I




CONTRIBUTION
            AGREEMENT; Page 8




Mount
                Hope Water Rights
            
            Schedule
                INevada
                Moly
            
            PreambleObjection
                Period
            
            Section
                2.4(b)OFAC
            
            Section
                3.1(r)Other
                Assets
            
            Schedule
                IOwned
                Mineral Properties
            
            Schedule
                IOwned
                Real Property
            
            Schedule
                IParty
            
            PreamblePending
                Approvals
            
            Section
                2.1(b)Permit
                Applications
            
            Schedule
                IPermits
            
            Schedule
                IPlan
                of Operations
            
            Schedule
                I-7POS-Minerals
            
            PreamblePost-Closing
                Statement
            
            Section
                2.4(b)Project
                Lease
            
            Schedule
                I-3Pre-Closing
                Date Payment Amount
            
            Section
                2.4(e)Tax
                Benefit Factor
            
            Section
                2.4(e)Underfunded
                2007 Payment Amount
            
            Section
                2.4(e)Underfunded
                2007 Payment Amount Schedule
            
            Section
                2.4Underfunded
                Payment Net Tax Benefit Amount
            
            Section
                2.4(e)Vehicles
                and Equipment
            
            Schedule
                IWater
                Rights
            
            Schedule
                I




**1.2**  **Interpretation** .
      As used
      herein, except as otherwise indicated herein or as the context may otherwise
      require: (a) the words “include,” “includes,” and “including” are deemed to be
      followed by “without limitation” whether or not they are in fact followed by
      such words or words of like import, (b) the words “hereof,” “herein,”
“hereunder,” and comparable terms refer to the entirety of this Agreement,
      including the Exhibits and Schedules hereto, and not to any particular article,
      section or other subdivision hereof or Exhibit or Schedule hereto, (c) any
      pronoun shall include the corresponding masculine, feminine and neuter forms,
      (d) the singular includes the plural and vice versa, (e) references to any
      agreement or other document are to such agreement or document as amended,
      modified, supplemented and restated now or hereafter from time to time, (f)
      references to any statute or regulation are to it as amended, modified,
      supplemented and restated now or hereafter from time to time, and to any
      corresponding provisions of successor statutes or regulations, (g) except as
      otherwise expressly provided in this Agreement, references to “Article,”
“Section,” “preamble,” “recital,” or another subdivision or to an “Exhibit” or
“Schedule” are to an article, section, preamble, recital or subdivision hereof
      or an “Exhibit” or “ Schedule” hereto, and (h) references to any Person include
      such Person’s respective successors and permitted assigns. Any reference herein
      to a “day” or number of “days” (without the explicit qualification of
“Business”) shall be deemed to refer to a calendar day or number of calendar
      days. If any action or notice is to be taken or given on or by a particular
      calendar day, and such calendar day is not a Business Day, then such action
      or
      notice may be taken or given on the next succeeding Business Day. Any financial
      or accounting terms that are not otherwise defined herein shall have the
      meanings given thereto under GAAP.




CONTRIBUTION
            AGREEMENT; Page 9




**ARTICLE
      II**


**CONTRIBUTIONS;
      CLOSING**




**2.1**  **General
      Moly Contribution** **s
      of Assets** **.**




(a)  Effective
      as of the Contribution Date, and in consideration of the formation of the
      Company by General Moly and the issuance to General Moly of 100% of the issued
      and outstanding limited liability company membership interests of the Company
      as
      of the Contribution Date, subject to Pending Approvals, General Moly contributed
      the Contributed Assets to the Company, free and clear of all Encumbrances other
      than Permitted Encumbrances, and the Company assumed the Assumed Liabilities
      of
      General Moly pursuant to the following agreements, documents and instruments
      (the “ Conveyance
      Documents ”):




(i)  The
      Owned
      Mineral Properties were conveyed by General Moly to the Company pursuant to
      the
      Assignment and Quitclaim Deed, dated as of the Contribution Date, by General
      Moly to the Company (the “ Mineral
      Deed ”),
      a
      fully executed copy of which is attached as Exhibit
      E-1 ;




(ii)  The
      Assumed Contracts (other than the Project Lease and the Leased Real Property),
      the Vehicles and Equipment, the Permits, the Permit Applications, the Bonds
      and
      the Other Assets were assigned by General Moly to the Company pursuant to the
      Bill of Sale and Assignment, dated as of the Contribution Date, between General
      Moly and the Company (the “ Bill
      of Sale and Assignment ”),
      a
      fully executed copy of which is attached as Exhibit
      E-2 ;




(iii)  The
      Project Lease, together with the Leased Mineral Properties and the Mount Hope
      Water Rights leased thereunder, were assigned by General Moly to the Company
      pursuant to the Assignment and Consent to Assignment, dated as of the
      Contribution Date, between General Moly and the Company, and consented to by
      Mount Hope Mines, Inc. (the “ Assignment
      of Project Lease ”),
      a
      fully executed copy of which is attached as Exhibit
      E-3 ;




(iv)  The
      Leased Real Property was assigned by General Moly to the Company pursuant to
      the
      Assignment of Lease, dated as of the Contribution Date, between General Moly
      and
      the Company (the “ Assignment
      of Office Lease ”),
      a
      fully executed copy of which is attached as Exhibit
      E-4 ;




(v)  The
      Owned
      Real Property was assigned by General Moly to the Company pursuant to the Grant
      Deed, dated as of the Contribution Date, from General Moly to the Company (the
      “ Deed
      of Real Property ”),
      a
      fully executed copy of which is attached as Exhibit
      E-5 ;




(vi)  Kobeh
      Valley Ranch has leased the KVR Water Rights to the Company pursuant to, and
      after the satisfaction of certain conditions described in, the Water Rights
      Lease Agreement, dated as of the Contribution Date, among Kobeh Valley Ranch,
      the Company and General Moly, (the “ KVR
      Water Lease ”),
      a
      fully executed copy of which is attached as Exhibit
      E-6 ;
      and




CONTRIBUTION
            AGREEMENT; Page 10




(vii)  the
      Assumed Liabilities were assumed by the Company from General Moly pursuant
      to
      the Assumption Agreement, dated as of the Contribution Date, between General
      Moly and the Company (the “ Assumption
      Agreement ”),
      a
      fully executed copy of which is attached as Exhibit
      E-7 .




(b)  Notwithstanding Section
      2.1(a) above,
      the Parties acknowledge that the Applications to Change and the Authorizations,
      Government Approvals and other actions listed on Schedule
      2.1(b) or that
      would not, individually or in the aggregate, have a Material Adverse Effect
      (“ Pending
      Approvals ”)
      are
      still required for the contribution by General Moly to the Company of the
      Contributed Assets and the assumption by the Company from General Moly of the
      Assumed Liabilities and the vesting of record title of such Contributed Assets
      in the Company.




(c)  General
      Moly and Nevada Moly shall take such actions, and shall cooperate fully with
      the
      Company, to complete any Pending Approvals in a commercially reasonable manner
      and within a commercially reasonable period after the Closing; *provided* that the
      Parties acknowledge and agree that such Pending Approvals shall be taken in
      due
      course so as not to disrupt the ongoing development of the Project or the
      ongoing approval process with respect to the Plan of Operations. In the event
      General Moly is unable to complete a Pending Approval with respect to any
      Contributed Asset and such Contributed Asset is reasonably necessary or
      desirable in connection with the development and Operation of the Project,
      General Moly shall hold all legal and beneficial right, title and interest
      in
      such Contributed Asset that it has retained as of the Closing, if any, for
      the
      sole and exclusive benefit of the Company, which shall have all of the benefits
      and burdens in respect of such Contributed Asset, until the earlier of the
      time
      such Pending Approval is completed or the applicable Contributed Asset is no
      longer used in or useful for the Project. In the event General Moly is unable
      to
      complete a Pending Approval with respect to any Assumed Liabilities, the Company
      shall perform such Assumed Liabilities, and shall indemnify General Moly and
      its
      Affiliates from and against any Losses suffered in connection therewith, and
      if
      the Contributed Asset relating to any such Assumed Liability is no longer needed
      as determined by the Company, then General Moly and the Company shall cooperate
      to terminate such Assumed Liability at the sole cost and expense of the Company.
      POS-Minerals and the Company agree that, notwithstanding any contrary provision
      of this Agreement, no representation, warranty or covenant of any of the GMO
      Parties contained herein shall be breached or deemed breached as a result of
      the
      failure of General Moly to perform or complete any Pending Approval; *provided* ,
      that
      General Moly complies with its obligations in this Section
      2.1(c) .




**2.2**  **General
      Moly Contribution of LLC Interest** .
      At the
      Closing, General Moly shall contribute, transfer and assign to Nevada Moly
      its
      entire limited liability company membership interest in the Company, free and
      clear of all Encumbrances other than Permitted Encumbrances, pursuant to the
      Assignment of LLC Interest.




CONTRIBUTION
            AGREEMENT; Page 11




**2.3**  **POS-Minerals
      Contribution** .




(a)  POS-Minerals
      shall contribute to the Company the POS-Minerals Initial Contribution as
      follows:




(i)  Within
      fifteen (15) days after the Execution Date, POS-Minerals shall contribute to
      the
      Company Fifty Million Dollars ($50,000,000.00) (the “ First
      Contribution Installment ”)
      of the
      POS-Minerals Initial Contribution, by paying such amount by wire transfer of
      immediately available funds to the account set forth in Schedule
      2.3(a)(i) ;
      and




(ii)  The
      remaining portion of the POS-Minerals Initial Contribution shall be paid to
      the
      Company in accordance with the terms and conditions of the LLC
      Agreement.




(b)  In
      consideration for the contribution described in Section
      2.3(a) ,
      at the
      Closing the Company shall issue to POS-Minerals the Eureka POS LLC
      Interest.




**2.4**  **Pre-Closing
      Date Expenditures** .




(a)  Underfunded
      2007 Payment Amount . Schedule
      2.4 attached
      hereto (the “ Underfunded
      2007 Payment Amount Schedule ”)
      represents the GMO Parties’ estimate of the Actual 2007 Expenditures and the
      calculation of the Underfunded 2007 Payment Amount based on such estimate of
      Actual 2007 Expenditures and the Budgeted 2007 Expenditures. To the extent
      any
      Actual 2007 Expenditures represent an accrued and unpaid liability required
      to
      be reflected on a balance sheet prepared in accordance with GAAP as of the
      Contribution Date, the GMO Parties acknowledge and agree that such Actual 2007
      Expenditures shall remain a liability and obligation of General Moly, and the
      Company shall have no liability or responsibility therefor.




(b)  Post-Closing
      Statement .
      Within
      ninety (90) days after the Closing, the GMO Parties shall prepare and
      deliver to POS-Minerals a statement (the “ Post-Closing
      Statement ”)
      setting forth in reasonable detail a final calculation of Actual 2007
      Expenditures, the Underfunded 2007 Payment Amount based on such final
      calculation of Actual 2007 Expenditures, the 2008 Pre-Closing Expenditures,
      a
      calculation of the Deduction Percentage, and a calculation of the amounts
      determined by Nevada Moly to be payable by Nevada Moly under Section
      2.4(d) .
      The
      Post-Closing Statement shall be accompanied by a certificate of the chief
      financial officer of Nevada Moly to the effect that the information contained
      in
      the Post-Closing Statement is fairly presented, in all material respects, in
      accordance with GAAP and customary industry accounting practices. POS-Minerals
      and its agents and representatives shall be entitled to reasonable access during
      normal business hours to the relevant records, personnel and working papers
      of
      the GMO Parties and the Company to assist in POS-Minerals’ review of the
      Post-Closing Statement. Within six (6) months after POS-Minerals’ receipt of the
      Post-Closing Statement (the “ Objection
      Period ”),
      POS-Minerals shall deliver to Nevada Moly a written report setting forth in
      detail any changes or adjustments that POS-Minerals proposes to make to the
      Post-Closing Statement and any other objections that POS-Minerals has to the
      GMO
      Parties’ calculation of any item required to be contained in the Post-Closing
      Statement; *provided* ,
      that
      the Objection Period may be extended for an additional period not to exceed
      six
      (6) months (for a total period not to exceed one (1) year) with the consent
      of
      Nevada Moly, such consent not to be unreasonably withheld or delayed.
      POS-Minerals’ failure to deliver such a written report to Nevada Moly by the
      expiration of the Objection Period, as it may be extended, shall be deemed
      an
      acceptance by POS-Minerals of the Post-Closing Statement as submitted by the
      GMO
      Parties, and shall be deemed to have established as of the date of such
      expiration the amounts in such Post-Closing Statement for purposes of the second
      sentence of Section 2.4(c) .




CONTRIBUTION
            AGREEMENT; Page 12




(c)  Final
      Settlement Date .
      If
      POS-Minerals delivers such a written report to Nevada Moly by the expiration
      of
      the Objection Period, one or more representations of POS-Minerals and the GMO
      Parties shall promptly meet in good faith to attempt to resolve whether any
      changes or adjustments proposed by POS-Minerals in such written report shall
      be
      made, and resolve any other objections POS-Minerals has to the GMO Parties’
calculation of any item required to be contained in the Post-Closing Statement.
      If such representatives of POS-Minerals and the GMO Parties do not resolve
      whether any such changes or adjustments should be made or such other objections,
      as applicable, within sixty (60) days after the receipt by POS-Minerals of
      the
      proposed Post-Closing Statement, a dispute shall be deemed to exist and shall
      be
      resolved in accordance with Section
      6.3 .
      The
      date upon which all such changes, adjustments and objections are resolved and
      memorialized in a writing signed by POS-Minerals and the GMO Parties or upon
      which the amounts in the Post-Closing Statement are established pursuant to
      the
      last sentence of Section 2.4(b) or Section
      6.3 is
      referred to herein as the “ Final
      Settlement Date .”




(d)  Payment .
      Within
      five (5) Business Days of the Final Settlement Date, Nevada Moly shall make
      a
      payment in the Pre-Closing Date Payment Amount to POS-Minerals.




(e)  Definitions .
      As used
      in this Section
      2.4 ,
      the
      follow terms have the meanings indicated:




“ 2008
      Pre-Closing Expenditures ”
means
      (i) the aggregate costs and expenses actually incurred under GAAP by the GMO
      Parties or the Company in connection with the Project for the period from the
      Contribution Date through and including the Closing; *minus* (ii)
      the
      amount of any costs and expenses described in clause (i) above that are not
      actually paid by the GMO Parties or the Company before the Closing (which costs
      and expenses described in this clause
      (ii) the
      parties acknowledge will be paid by the Company after the Closing with the
      proceeds of the First Contribution Installment).




“ Actual
      2007 Expenditures ”
is
      defined in the definition of “Underfunded 2007 Payment Amount.”




“ Budgeted
      2007 Expenditures ”
is
      defined in the definition of “Underfunded 2007 Payment Amount.”




“ Deduction
      Percentage ”
means
      the percentage of the 2008 Pre-Closing Expenditures that are properly deductible
      for federal income tax purposes.




“ Excess
      Underfunded Amount ”
means
      the amount by which the Underfunded 2007 Payment Amount exceeds the 2008
      Pre-Closing Expenditures.




CONTRIBUTION
            AGREEMENT; Page 13




“ Pre-Closing
      Date Payment Amount ”
means
      an amount equal to (i) a decimal fraction equal to twenty percent (20%); *multiplied
      by* (ii) the
      difference of (A) the Excess Underfunded Amount, *minus* (B) the
      Underfunded Payment Net Tax Benefit Amount. An example of the calculation of
      the
      Excess Underfunded Amount, Underfunded Payment Net Tax Benefit Amount and
      Pre-Closing Date Payment Amount is attached as Exhibit
      F .




“ Tax
      Benefit Factor ”
means
      a
      decimal fraction equal to the product of (i) thirty percent (30%); *multiplied
      by* (ii) the
      Deduction Percentage.




“ Underfunded
      2007 Payment Amount ”
means
      an amount equal to (i) the costs and expenses budgeted by General Moly to be
      incurred under GAAP with respect to the Project from the period from September
      1, 2007 through and including December 31, 2007 **** in
      the
      amount of $33,859,000 (“ Budgeted
      2007 Expenditures ”), *minus* (ii) the
      costs and expenses actually incurred under GAAP by General Moly in connection
      with the Project for the period from September 1, 2007 through and including
      December 31, 2007 (“ Actual
      2007 Expenditures ”).
      A
      reconciliation of the GMO Parties’ estimate of Actual 2007 Expenditures to
      Budgeted 2007 Expenditures is set forth in the Underfunded 2007 Payment Amount
      Schedule attached hereto as Schedule
      2.4 .




“ Underfunded
      Payment Net Tax Benefit Amount ”
means
      an amount equal to the product of (i) the Excess Underfunded Amount; *multiplied
      by* (ii) the
      Tax Benefit Factor.




**2.5**  **Closing** **.** The
      closing of the transactions provided for in this Agreement (the “ Closing ”)
      shall
      take place at the offices of Holme Roberts & Owen LLP, at 1700 Lincoln
      Street, Suite 4100, Denver, Colorado 80203 upon the receipt by the Company
      of
      the First Contribution Installment. All of
      the Closing deliveries described in Section
      2.6 below
      shall be executed in advance of the Closing and held by the Parties in escrow
      (other than the legal opinion to be delivered at the Closing) (the date on
      which
      the last of such Closing deliveries are executed and placed into escrow is
      referred to herein as the “ Execution
      Date ”)
      until
      the receipt by the Company of the First Contribution Installment, at which
      time
      this Agreement and such other closing deliveries shall be dated and shall be
      deemed effective, and counsel for POSCAN shall deliver the legal opinion
      required to be delivered under Section
      2.6 .
      This
      Agreement and the other closing deliveries required under Section
      2.6 shall
      not be effective, and shall have no force and effect until the Closing. In
      the
      event the First Contribution Installment is not received by the Company by
      February 29, 2008, this Agreement and such other closing deliveries shall be
      void *ab
      initio* .
      The
      date that the Closing occurs is referred to herein as the “ Closing
      Date ”.




**2.6**  **Closing
      Deliveries** .




(a)  Closing
      Deliveries of the GMO Parties .
      At the
      Closing, the GMO Parties shall deliver the following:




(i)  the
      LLC
      Agreement, duly executed by the manager of Nevada Moly;




(ii)  the
      Assignment of LLC Interest, duly executed by an authorized officer of General
      Moly and the manager of Nevada Moly;




CONTRIBUTION
            AGREEMENT; Page 14




(iii)  copies
      of
      the Authorizations and Governmental Approvals set forth in Schedule
      3.1(e) ;




(iv)  a
      certificate from the manager of Nevada Moly and an officer of General Moly
      as to
      the matters described in Section 4.2(b) of the Project Lease;




(v)  a
      certificate of the manager of Nevada Moly, dated as of the Closing Date, in
      form
      and substance reasonably satisfactory to POS-Minerals, as to (A) the certificate
      of formation and limited liability agreement of Nevada Moly; (B) resolutions
      of
      the manager of Nevada Moly authorizing the execution, delivery and performance
      by Nevada Moly of the Transaction Documents to which it is a party, and the
      consummation by Nevada Moly of the transactions provided for herein and therein;
      and (C) incumbency and signatures of the Persons duly authorized to execute
      such
      Transaction Documents on behalf of Nevada Moly;




(vi)  a
      copy of
      a certificate issued by the Secretary of State of the State of Delaware, U.S.,
      dated as of a recent date reasonably acceptable to POS-Minerals, relating to
      the
      good standing of Nevada Moly in the State of Delaware, U.S.;




(vii)  a
      certificate of the secretary, an assistant secretary or a Person serving in
      a
      similar capacity of General Moly, dated as of the Closing Date, in form and
      substance reasonably satisfactory to POS-Minerals, as to (A) the certificate
      of
      incorporation and bylaws of General Moly; (B) the resolutions of the board
      of
      directors of General Moly authorizing the execution, delivery and performance
      by
      General Moly of the Transaction Documents to which it is a party, and the
      consummation by General Moly of the transactions provided for herein and
      therein; and (C) incumbency and signatures of the officers of General Moly
      to
      execute such Transaction Documents on behalf of General Moly;




(viii)  a
      copy of
      a certificate issued by the Secretary of State of the State of Delaware, U.S.,
      dated as of a recent date reasonably acceptable to POS-Minerals, relating to
      the
      good standing of General Moly in the State of Delaware, U.S.;




(ix)  a
      non-foreign affidavit dated as of the Closing Date, executed by an authorized
      officer of General Moly, sworn under penalty of perjury and in form and
      substance required under the U.S. Department of Treasury regulations issued
      pursuant to Code section 1445 stating that the General Moly is not a “foreign
      person” as defined in Code section 1445; and




(x)  such
      other documents and instruments as POS-Minerals has reasonably requested before
      the Closing Date.




(b)  Closing
      Deliveries of POS-Minerals .
      At the
      Closing, POS-Minerals shall deliver the following:




CONTRIBUTION
            AGREEMENT; Page 15




(i)  the
      First
      Contribution Installment;




(ii)  the
      LLC
      Agreement, duly executed by an authorized officer of POS-Minerals;




(iii)  the
      POSCAN Guaranty, duly executed by an authorized officer of POSCAN;




(iv)  a
      certificate from an officer of POS-Minerals and an officer of POSCAN as to
      the
      matters described in Section 4.2(b) of the Project Lease;




(v)  a
      certificate of the secretary of POS-Minerals, dated as of the Closing Date,
      in
      form and substance reasonably satisfactory to the GMO Parties, as to (A) the
      certification of incorporation and bylaws of POS-Minerals; (B) resolutions
      of
      the board of directors of POS-Minerals authorizing the execution, delivery
      and
      performance by POS-Minerals of the Transaction Documents to which it is a party,
      and the consummation by POS-Minerals of the transactions provided for herein
      and
      therein; and (C) incumbency and signatures of the officers of POS-Minerals
      duly
      authorized to execute such Transaction Documents on behalf of
      POS-Minerals;




(vi)  a
      copy of
      a certificate issued by the Secretary of State of the State of Delaware, U.S.,
      dated as of a recent date reasonably acceptable to General Moly, relating to
      the
      good standing of POS-Minerals in the State of Delaware, U.S.;




(vii)  certificates
      of the President and/or Secretary of POSCAN, dated as of the Closing Date,
      in
      form and substance reasonably satisfactory to General Moly, as to (A) the
      constating documents of POSCAN; (B) resolutions of the sole director of
      POSCAN authorizing the execution, ratification and approval by POSCAN of the
      POSCAN Guaranty and the transactions provided for therein; and (C) incumbency
      and signatures of the officers of POSCAN duly authorized to execute the POSCAN
      Guaranty on behalf of POSCAN;




(viii)  a
      copy of
      a certificate issued by the Registrar of Companies of the Province of British
      Columbia, dated as of a recent date reasonably acceptable to General Moly,
      relating to the existence and company status of POSCAN in British Columbia,
      Canada;




(ix)  an
      opinion, dated the Closing Date, of Boughton Law Corporation, Canadian counsel
      to POSCAN, substantially in the form of Exhibit
      G ;
      and




(x)  such
      other documents and instruments as any of the GMO Parties has reasonably
      requested before the Closing Date.




CONTRIBUTION
            AGREEMENT; Page 16




(c)  Closing
      Deliveries of the Company .
      At the
      Closing, the Company shall deliver the following:




(i)  a
      certificate from the manager of the Company as to the matters described in
      Section 4.2(b) of the Project Lease;




(ii)  a
      certificate of the manager of the Company, dated as of the Closing Date, in
      form
      and substance reasonably satisfactory to POS-Minerals, as to (A) the certificate
      of formation and limited liability company agreement of the Company;
      (B) resolutions of the Company’s manager authorizing the execution,
      delivery and performance by the Company of this Agreement and the consummation
      by the Company of the transactions provided for herein, and the admission of
      Nevada Moly and POS-Minerals as Members; and (C) incumbency and signatures
      of
      the Persons duly authorized to execute such Transaction Documents on behalf
      of
      the Company;




(iii)  a
      copy of
      a certificate issued by the Secretary of State of the State of Delaware, dated
      as of a recent date reasonably acceptable to POS-Minerals, relating to the
      good
      standing of the Company in the State of Delaware, U.S.; and




(iv)  such
      other documents and instruments as any of the GMO Parties or POS-Minerals has
      reasonably requested before the Closing Date.




**ARTICLE
      III**


**REPRESENTATIONS
      AND WARRANTIES**




**3.1**  **Representations
      and Warranties of** **the
      GMO Parties** . Each
      of
      the GMO Parties jointly and severally represents and warrants to the Company
      and
      POS-Minerals, as of the Closing Date (except to the extent such representation
      and warranty specifically speaks as of a different date), as
      follows:




(a)  Power
      and Authority of Nevada Moly .
      Nevada
      Moly:




(i)  is
      a
      limited liability company duly organized, validly existing and in good standing
      under the Laws of the State of Delaware, U.S.;




(ii)  is
      qualified to do business and is in good standing in those states where necessary
      in order to carry out its obligations under this Agreement and the other
      Transaction Documents to which it is or will be a party; and




(iii)  (A)
      has
      all requisite limited liability company power and authority to enter into,
      and
      to perform its obligations under, this Agreement and the other Transaction
      Documents to which it is or will be a party, and (B) the execution and delivery
      by it of this Agreement and the other Transaction Documents to which it is
      or
      will be a party, and the performance by it of its obligations hereunder and
      thereunder, have been duly authorized by all requisite limited liability company
      action on the party of Nevada Moly.




CONTRIBUTION
            AGREEMENT; Page 17




(b)  Power
      and Authority of General Moly .
      General
      Moly:




(i)  is
      a
      corporation duly incorporated, validly existing and in good standing under
      the
      Laws of the State of Delaware, U.S.;




(ii)  is
      qualified to do business and is in good standing in those states where necessary
      in order to carry out its obligations under this Agreement and the other
      Transactions Documents to which it is or will be a party; and




(iii)  (A)
      has
      all requisite corporate power and authority to enter into, and to perform its
      obligations under, this Agreement and the other Transaction Documents to which
      it is or will be a party, and (B) the execution and delivery by it of this
      Agreement and the other Transaction Documents to which it is or will be a party,
      and the performance by it of its obligations hereunder and thereunder, have
      been
      duly authorized by all requisite corporate action on the part of General
      Moly.




(c)  Power
      and Authority of the Company .
      The
      Company:




(i)  is
      a
      limited liability company duly organized, validly existing and in good standing
      under the Laws of the State of Delaware, U.S.;




(ii)  is
      qualified to do business and is in good standing in Nevada, U.S., and in those
      other states where necessary in order to carry out its obligations under this
      Agreement and the other Transactions Documents to which it is or will be a
      party; and




(iii)  (A)
      has
      all requisite limited liability company power and authority to enter into,
      and
      to perform its obligations under, this Agreement, and (B) the execution and
      delivery by it of this Agreement and the performance by it of its obligations
      hereunder and thereunder, have been duly authorized by all requisite limited
      liability company action on the part of the Company.




(d)  Validity .
      This
      Agreement and the other Transaction Documents to which each GMO Party or the
      Company is or will be a party, have, or will at the Closing be, duly executed
      and delivered by such GMO Party or the Company, as applicable, and, assuming
      the
      due execution and delivery by each other party thereto, constitutes or will
      constitute, as applicable, such GMO Party’s or the Company’s, as applicable,
      legal, valid, and binding obligation, enforceable against such GMO Party or
      the
      Company, as applicable, in accordance with their respective terms, except as
      such enforceability may be affected by applicable bankruptcy, reorganization,
      insolvency, moratorium, or similar Laws affecting creditors’ rights generally,
      or by general principles of equity.




(e)  Authorizations
      and Governmental Approvals .
      Except
      for the Pending Approvals listed on Schedule
      2.1(b) ,
      and
      except for those Authorizations or Government Approvals that have been obtained
      or made, including the Authorizations and Approvals set forth in Schedule
      3.1(e) ,
      no
      Authorization or Government Approval is required in connection with the
      execution, delivery or performance by any GMO Party or the Company of this
      Agreement or any other Transaction Documents to which it is or will be a party,
      or the consummation of the transactions provided for herein and therein by
      such
      GMO Party or the Company.




CONTRIBUTION
            AGREEMENT; Page 18




(f)  No
      Conflicts .
      The
      execution and delivery by each GMO Party and the Company of this Agreement
      do
      not, the execution and delivery by each GMO Party and the Company of the other
      Transaction Documents to which such GMO Party or the Company, respectively,
      is a
      party will not, and the performance by each such GMO Party and the Company
      of
      its obligations hereunder and thereunder and the consummation of the
      transactions provided for herein and therein will not, (i) violate or conflict
      with any provision of its Governing Documents, (ii) except for any Pending
      Approvals, violate any of the terms, conditions, or provisions of any Law or
      Government Approval to which such GMO Party or the Company is subject or by
      which it or any of its assets is bound, or (iii) except for any Pending
      Approvals, result in a violation or breach of, or (with or without the giving
      of
      notice or lapse of time or both) constitute a default (or give rise to any
      right
      of termination or cancellation) under, or give rise to or accelerate any
      material obligation under, or pursuant to, any Material Contract.




(g)  Brokers’
      and Finders’ Fees .
      There
      is no broker, finder, investment banker, or similar intermediary that has been
      retained by, or is authorized to act on behalf of, the Company, any GMO Party
      or
      any of its Affiliates or any of their respective officers or directors who
      is or
      will be entitled to any fee or commission in connection with this Agreement
      or
      the other Transaction Documents, which fee or commission could be or become
      a
      liability of POS-Minerals or the Company.




(h)  Investment
      Intent .
      Nevada
      Moly is not acquiring the Eureka GMO LLC Interest with a view to or for sale
      in
      connection with any distributions thereof within the meaning of the Securities
      Act.




(i)  Legal
      Proceedings .
      There
      is no Legal Proceeding pending, or to the Knowledge of the GMO Parties,
      threatened, against any GMO Party or their Affiliates or the Company that (i)
      questions the validity of any of the Transaction Documents or the right of
      such
      GMO Party or the Company to enter into any Transaction Document to which it
      is
      or will be a party or to consummate the transactions provided for herein or
      therein, or (ii) if adversely determined, would reasonably be expected to
      have a Material Adverse Effect.




(j)  Contributed
      Assets .




(i)  With
      respect to the Contributed Assets (other than the Leased Real Property, the
      Leased Mineral Properties, the Owned Mineral Properties and the Water Rights),
      the Company is in exclusive possession of and owns such Contributed Assets
      free
      and clear of all Encumbrances or defects in title, except for Permitted
      Encumbrances. Except as described on Schedule
      3.1(j)(i) and
      except as would not have a Material Adverse Effect, General Moly and Nevada
      Moly
      are, General Moly has been for the three years preceding the Closing Date,
      and
      Nevada Moly has been since the date of its formation, in compliance with all
      Laws to which the business of General Moly or Nevada Moly or the Contributed
      Assets is subject. Except as described on Schedule
      3.1(j)(i) and
      except as would not have a Material Adverse Effect, General Moly has not during
      the three years preceding the Closing Date, and Nevada Moly has not since the
      date of its formation, received any written notice or other written
      communication from any Governmental Authority regarding an actual, possible
      or
      alleged violation or failure to comply with any Law to which the business of
      General Moly or Nevada Moly or the Contributed Assets is subject.




CONTRIBUTION
            AGREEMENT; Page 19




(ii)  With
      respect to the Leased Real Property, the Company has a good and valid leasehold
      interest in such Leased Real Property, free and clear of any Encumbrances,
      except for Permitted Encumbrances, and none of the Leased Real Property is
      subject to any sublease or grant to any Person (other than the Company) of
      any
      right to the use, occupancy or enjoyment thereof.




(iii)  With
      respect to the Leased Mineral Properties (which the Company holds an interest
      under the Project Lease): (A) the Company is in exclusive possession of
      such Leased Mineral Properties; (B) none of the GMO Parties or the Company
      has received any notice of default of any of the terms or provisions of the
      Project Lease; (C) the Company has the authority under the Project Lease to
      perform fully its obligations under this Agreement and the other Transaction
      Documents to which it is or will be a party; (D) to the GMO Parties’
Knowledge, the Project Lease is valid and in good standing; (E) the GMO
      Parties have no Knowledge of any act or omission or any condition on such
      Mineral Properties that could be considered or construed as a default under
      the
      Project Lease; and (F) to the GMO Parties’ Knowledge, such Leased Mineral
      Properties are free and clear of all Encumbrances or defects in title, except
      for Permitted Encumbrances.




(iv)  The
      GMO
      Parties have delivered to or made available for inspection by POS-Minerals
      all
      material information concerning title to the Contributed Assets in which the
      Company holds an interest.




(v)  The
      Company (A) has the rights to use the Mount Hope Water Rights under and pursuant
      to the terms of the Project Lease, and (B) has the rights to use the KVR Water
      Rights as and to the extent set forth in and pursuant to the terms of the KVR
      Water Lease free and clear of any Encumbrances, except for Permitted
      Encumbrances and the terms of the KVR Water Lease, and, except as provided
      in
      the KVR Water Lease, none of the KVR Water Rights is subject to any sublease
      or
      grant by Kobeh Valley Ranch or General Moly to any Person (other than the
      Company) of any right to the use or enjoyment thereof. To the Knowledge of
      the
      GMO Parties, subject to receipt of the Applications to Change, the Water Rights
      will constitute sufficient water rights for the Project as contemplated by
      the
      Bankable Feasibility Study.




(vi)  Except
      as
      set forth on Schedule
      3.1(j)(vi) or Part
      B of Schedule
      I-1 ,
      with
      respect to unpatented mining claims located by General Moly that are included
      within the Owned Minerals Properties of the Company, and subject to the
      paramount title of the U.S.: (A) the unpatented mining claims were properly
      laid out and monumented, (B) all required location and validation work was
      properly performed, (C) location notices and certificates were properly
      recorded and filed with appropriate Governmental Authorities, (D) all
      assessment work required to hold the unpatented mining claims has been performed
      and all Governmental Fees have been paid in a manner consistent with that
      required of the Manager pursuant to Section 7.2(m) of the LLC Agreement through
      the assessment year ending September 1, 2007, (E) all affidavits of
      assessment work, evidence of payment of Governmental Fees, and other filings
      required to maintain the claims in good standing have been properly and timely
      recorded or filed with appropriate Governmental Authorities, (F) the claims
      are free and clear of Encumbrances except for Permitted Encumbrances, and
      (G) the GMO Parties’ have no Knowledge of conflicting claims. Nothing in
      this Section
      3.1(j)(vi) or Part
      B of Schedule
      I-1 ,
      however, shall be deemed to be a representation or a warranty that any of the
      unpatented mining claims contains a discovery of minerals. With respect to
      those
      unpatented mining claims that were not located by either or both of the GMO
      Parties but are included within the Owned Mineral Properties, the GMO Parties
      make the foregoing representations and warranties (with the foregoing
      exceptions) to the Knowledge of the GMO Parties.




CONTRIBUTION
            AGREEMENT; Page 20




(vii)  To
      the
      Knowledge of the GMO Parties, there are no pending or threatened Legal
      Proceedings with respect to the Contributed Assets.




(viii)  Except
      as
      provided on Schedule
      3.1(j)(viii) ,
      and
      except as to matters otherwise disclosed in writing to POS-Minerals before the
      Closing Date, (A) to the Knowledge of the GMO Parties, the conditions
      existing on or with respect to the Mineral Properties and the ownership and
      operation of the Mineral Properties by any of the GMO Parties or the Company,
      are not in violation of any Laws (including any Environmental Laws), nor causing
      or permitting any damage (including Environmental Damage, as defined below)
      or
      impairment to the health, safety or enjoyment of any Person at or on the Mineral
      Properties or in the general vicinity of the Mineral Properties; (B) to the
      Knowledge of the GMO Parties, there have been no unremedied past violations
      by
      them or by any of their predecessors in title of any Environmental Laws or
      other
      Laws affecting or pertaining to the Mineral Properties, nor any unremedied
      past
      creation of damage or threatened damage to the air, soil, surface waters,
      groundwater, flora, fauna, or other natural resources on, about or in the
      general vicinity of the Mineral Properties (“ Environmental
      Damage ”);
      and
      (C) none of the GMO Parties or the Company has received written inquiry
      from or written notice of a pending investigation from any Governmental
      Authority or of any administrative or judicial proceeding concerning the
      violation of any Laws or any damage, threatened damage or impairment to any
      natural person, property or environmental or natural resources values by the
      GMO
      Parties.




(ix)  General
      Moly and Nevada Moly have transferred all of their respective right, title
      and
      interest in and to all trade secrets, patents, inventions, copyrights, copyright
      registrations and applications, trademarks, trademark registrations and
      applications, service marks, service mark registrations and applications,
      know-how, formulae and processes from General Moly or Nevada Moly, in each
      case
      which is necessary for and material to the operation or development of the
      Project ,
      none of
      which has been licensed by General Moly or Nevada Moly to any third Person.
      There are no claims pending or, to the Knowledge of the GMO Parties, threatened
      against General Moly or Nevada Moly alleging that either of them violates the
      intellectual property rights of any third Person.




CONTRIBUTION
            AGREEMENT; Page 21




(x)  Schedule
      3.1(j)(x) sets
      forth a list of each material insurance policy and fidelity bond which covers
      the Contributed Assets or the Company or its business, properties, assets,
      directors or employees. Such policies are in full force and effect in all
      material respects and neither the Company nor any GMO Party is in default with
      respect to its obligations under any such policy, except where such default
      would not reasonably be expected to have a Material Adverse Effect.




(k)  Bankable
      Feasibility Study .
      The GMO
      Parties have delivered to POS-Minerals as an inducement to enter into this
      Agreement, and acknowledge and understand that POS-Minerals has relied upon,
      a
      true and correct copy of the Bankable Feasibility Study, Volume I of which
      is
      attached hereto as Exhibit
      G and
      Volume II of which is incorporated herein by reference. The factual information
      provided by General Moly in connection with the preparation of the Bankable
      Feasibility Study did not contain, at the time provided, any material
      misrepresentation or misstatement. To the Knowledge of the GMO Parties, the
      Bankable Feasibility Study was prepared by “Qualified Persons” (as such term is
      defined in Canadian Standard NI 43-101) in accordance with the Canadian Standard
      NI 43-101 for industry consistency. Notwithstanding the foregoing, the GMO
      Parties make no representations or warranties regarding the accuracy of any
      projections, predictions or other estimation of future events set forth in
      the
      Bankable Feasibility Study or otherwise, or as to the legal or other conclusions
      to be drawn from the Bankable Feasibility Study.




(l)  Material
      Contracts .
      The
      Material Contracts and the Conveyance Documents are all of the material
      contracts, agreements, leases, purchase orders and other agreements to which
      any
      of the GMO Parties or the Company is a party that are used primarily or that
      relate primarily to the Project. Except as set forth on Schedule
      I-3 ,
      and
      except for any amendments, modifications and supplements to the Material
      Contracts pursuant to the Conveyance Documents or the Transaction Documents,
      none of the Material Contracts has been amended, modified or supplemented.
      To
      the Knowledge of the GMO Parties, all of the Material Contracts are in full
      force and effect, except as such enforceability may be affected by applicable
      bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting
      creditors’ rights generally and subject to general principles of equity. None of
      the Material Contracts have been terminated, suspended or rescinded by any
      GMO
      Party or the Company, or to the Knowledge of the GMO Parties, any other party
      thereto. The GMO Parties and the Company are not, and to the Knowledge of the
      GMO Parties, none of the other parties to the Material Contracts are, in default
      in the performance of any covenant or obligation set forth in, or otherwise
      in
      default under, any of the Material Contracts, which default would reasonably
      be
      expected to have a Material Adverse Effect.




CONTRIBUTION
            AGREEMENT; Page 22




(m)  Newly
      Formed Entity .




(i)  Other
      than the Assumed Liabilities and liabilities and obligations incurred in the
      ordinary course of business, as of immediately prior to the Contribution Date,
      the Company had no (A) outstanding Indebtedness, or (B) liabilities (whether
      known or unknown, whether asserted or unasserted, whether absolute or
      contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
      and whether due or to become due, including any liability for Taxes), in each
      case that are required to be shown on a balance sheet prepared in accordance
      with GAAP.




(ii)  Except
      for the Contributed Assets, as of immediately prior to the Closing, the Company
      had no (A) real or personal property, (B) subsidiaries, (C) Permits or
      Applications for Permits or (D) other than the development and Operation of
      the
      Project, any operations.




(iii)  Since
      its
      formation, the sole record owner of all securities (equity or debt) of Nevada
      Moly is and has been General Moly. From its formation to the time immediately
      prior to the Closing, the sole record owner of all securities (equity or debt)
      of the Company is and has been General Moly. Other
      than the Transaction Documents, there are no agreements, contracts, commitments,
      arrangements or understandings requiring the issuance, sale or transfer of
      any
      equity or debt securities of the Company. To the Knowledge of the GMO Parties,
      none of the outstanding equity securities of the Company was issued in violation
      of the Securities Act or any other applicable Law. The
      Company has no debt securities outstanding. No election has been filed by or
      on
      behalf of the Company to cause the Company to be treated as a corporation or
      association for Tax purposes.




(n)  Employment .
      The
      Company is not liable for the payment of any compensation, damages, Taxes,
      fines, penalties or other amounts, however designated, for failure to comply
      with any Law relating to employment, equal employment opportunity,
      nondiscrimination, immigration, wages, hours, benefits, collective bargaining,
      the payment of social security and similar Taxes, and occupational safety and
      health. The Company has no employees and has never had any
      employees.




(o)  Taxes .




(i)  Nevada
      Moly, General Moly and the Company have filed or caused to be filed all Tax
      Returns that are or were required to be filed by them or with respect to them
      or
      the Contributed Assets, either separately or as a member of a group of
      corporations, under applicable Law. Nevada Moly, General Moly and the Company
      have paid all Taxes that may have become due pursuant to such Tax Returns and
      all Taxes due or claimed to be due by any Governmental Authority. Where
      required, timely estimated payments or installment payments of Tax liabilities
      have been made to all Governmental Authorities in amounts sufficient to avoid
      underpayment penalties or late payment penalties applicable
      thereto.




CONTRIBUTION
            AGREEMENT; Page 23




(ii)  All
      Tax
      Returns filed by the Nevada Moly, General Moly and the Company (or including
      Nevada Moly, General Moly or the Company on a consolidated basis) with respect
      to the Contributed Assets are materially true, correct and complete and, to
      the
      Knowledge of the GMO Parties, no Governmental Authority has made any claims
      against or inquiries of Nevada Moly, General Moly or the Company with respect
      to
      the Contributed Assets and relating to any jurisdictions with which Nevada
      Moly,
      General Moly or the Company do not currently file Tax Returns (either separately
      or on a consolidated basis with any of its affiliates).




(iii)  To
      the
      Knowledge of the GMO Parties, Nevada Moly, General Moly and the Company have
      withheld and paid (or have caused to be withheld and paid on their behalf)
      all
      Taxes required to have been withheld and paid in connection with amounts paid
      or
      owing to any third party.




(iv)  There
      is
      no audit currently pending or, to the Knowledge of the GMO Parties, threatened,
      against Nevada Moly, General Moly (with respect to the Contributed Assets)
      or
      the Company in respect of any Taxes. There are no Encumbrances on any of the
      Contributed Assets that arose in connection with any failure (or alleged
      failure) to pay any Tax, other than Permitted Encumbrances and Encumbrances
      for
      Taxes not yet due and payable.




(v)  Neither
      Nevada Moly, General Moly nor the Company has waived (or is or would be subject
      to any waivers given by any other Person) any statute of limitations in respect
      of Taxes. Neither Nevada Moly, General Moly nor the Company has agreed (or
      is or
      would be subject to any agreement made by any other Person) to any extension
      of
      time with respect to a Tax assessment or deficiency.




(vi)  During
      the three years preceding the Closing Date, to the Knowledge of the GMO Parties,
      neither Nevada Moly, General Moly nor the Company is or has been subject to
      any
      examination or audit by any Governmental Authority.




(p)  ERISA .
      The
      Company does not now maintain or contribute to, has not ever maintained or
      contributed to, and, except as provided pursuant to the LLC Agreement, has
      no
      plans or commitments for, (i) any employee pension benefit plan (as such term
      is
      defined in Section 3(2) of the Employee Retirement Income Security Act of 1974,
      as amended (“ ERISA ”))
      that
      is subject to Title IV of ERISA or (ii) any “employee benefit plan” (as such
      term is defined in Section 3(3) of ERISA). Neither the Company nor any
“affiliate” (as such term is defined in Section 4001(b) of ERISA) of the Company
      has ever contributed to, been obligated to contribute to, or, except as provided
      pursuant to the LLC Agreement, has any plans or commitments to contribute to,
      a
      multiemployer plan (as such term is defined in ERISA Section 3(37)). The
      Company does not now have any liability and has not ever had any liability
      under
      any employee benefit plan sponsored or maintained by the GMO Parties as an
      “affiliate” (as such term is defined in Section 4001(b) of ERISA) of the GMO
      Parties and/or as a participating employer in any such plan.




CONTRIBUTION
            AGREEMENT; Page 24




(q)  Knowledge
      of Breach .
      None of
      the GMO Parties or the Company has Knowledge of any breach by POS-Minerals
      of
      its representations and warranties, covenants or agreements set forth in this
      Agreement, or any event, circumstance or occurrence that, with notice or the
      passage of time, would be a breach by POS-Minerals of any of its representations
      and warranties, covenants or agreements set forth in this
      Agreement.




(r)  OFAC . 
      To the Knowledge of the GMO Parties, neither the GMO Parties nor the Company
      nor
      any of their respective Affiliates is a Person with whom POS-Minerals is
      restricted from doing business with under regulations of the Office of Foreign
      Asset Control (“ OFAC ”)
      of the
      U.S. Department of the Treasury (including, those named on OFAC’s 
Specially Designated and Blocked Persons list as of the date hereof) or under
      any related Law, including Executive Order 13224 Blocking Property and
      Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
      Terrorism, dated September  23, 2001, issued by the President of the U.S.,
      or other similar Law.




(s)  Limitations .
      EXCEPT
      FOR THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS EXPRESSLY SET
      FORTH IN THIS AGREEMENT, THE GMO PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES
      OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT
      TO
      THEMSELVES, THE CONTRIBUTED ASSETS, THE ASSUMED LIABILITIES, THE COMPANY OR
      THE
      TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS
      AND
      THE CONVEYANCE DOCUMENTS, AND HEREBY EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES,
      INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
      PURPOSE OR AN ORDINARY PURPOSE, TITLE OR NON-INFRINGEMENT, OR
      VALUE.




**3.2**  **Representations
      and Warranties of** **POS-Minerals** .
      POS-Minerals represents and warrants to the Company and the GMO Parties, as
      of
      the Closing Date (except to the extent such representation and warranty
      specifically speaks as of a different date), as follows:




(a)  Power
      and Authority of POS-Minerals .
      POS-Minerals:




(i)  is
      a
      corporation duly organized, validly existing and in good standing under the
      Laws
      of the State of Delaware, U.S.;




(ii)  is
      qualified to do business and is in good standing in those states where necessary
      in order to carry out its obligations under this Agreement and the other
      Transaction Documents to which it is or will be a party; and




(iii)  (A)
      has
      all requisite corporate power and authority to enter into, and to perform its
      obligations under, this Agreement and the other Transaction Documents to which
      it is or will be a party, and (B) the execution and delivery by it of this
      Agreement and the other Transaction Documents to which it is or will be a party,
      and the performance by it of its obligations hereunder and thereunder, have
      been
      duly authorized by all corporate action on the part of
      POS-Minerals.




CONTRIBUTION
            AGREEMENT; Page 25




(b)  Validity .
      This
      Agreement and the other Transaction Documents to which POS-Minerals is or will
      be a party, have or will at the Closing be duly executed and delivered by
      POS-Minerals, and, assuming the due execution and delivery by each other party
      thereto, constitutes or will constitute, as applicable, POS-Mineral’s legal,
      valid and binding obligation, enforceable against POS-Minerals in accordance
      with their respective terms, except as such enforceability may be affected
      by
      applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws
      affecting creditors’ rights generally, or by general principles of
      equity.




(c)  Authorizations
      and Governmental Approvals .
      Except
      for those Authorizations or Government Approvals that have been obtained or
      made, no Authorization or Government Approval is required in connection with
      the
      execution, delivery or performance by POS-Minerals of this Agreement or any
      other Transaction Documents to which it is or will be a party, or the
      consummation of the transactions provided for herein and therein by
      POS-Minerals.




(d)  No
      Conflicts .
      The
      execution and delivery by POS-Minerals of this Agreement does not, the execution
      and delivery by POS-Minerals of the other Transaction Documents to which it
      is a
      party will not, and the performance by POS-Minerals of its obligations hereunder
      and thereunder and the consummation of the transactions provided for herein
      and
      therein, will not, (i) violate or conflict with any provision of its Governing
      Documents, (ii) violate any of the terms, conditions, or provisions of any
      Law
      or Government Approval to which POS-Minerals is subject or by which it or any
      of
      its assets is bound, or (iii) result in a violation or breach of, or (with
      or
      without the giving of notice or lapse of time or both) constitute a default
      (or
      give rise to any right of termination or cancellation) under, or give rise
      to or
      accelerate any material obligation under, or pursuant to, any material contract,
      agreement, lease, Permit or other agreement to which it is a party or by which
      it or any of its assets is bound.




(e)  Brokers’
      and Finders’ Fees .
      There
      is no broker, finder, investment banker, or similar intermediary that has been
      retained by, or is authorized to act on behalf of, POS-Minerals or any of its
      Affiliates or any of their respective officers or directors who is or will
      be
      entitled to any fee or commission in connection with this Agreement or the
      other
      Transaction Documents, which fee or commission could be or become a liability
      of
      the Company or any GMO Party.




(f)  Investment
      Intent .
      POS-Minerals is not acquiring the Eureka POS LLC Interest with a view to or
      for
      sale in connection with any distributions thereof within the meaning of the
      Securities Act.




(g)  Legal
      Proceedings .
      There
      is no Legal Proceeding pending, or to the Knowledge of POS-Minerals, threatened,
      against POS-Minerals or any of its Affiliates that (i) questions the validity
      of
      any of the Transaction Documents or the right of POS-Minerals to enter into
      any
      Transaction Document or to consummate the transactions provided for herein
      or
      therein or, (ii) if adversely determined, would reasonably be expected to have
      a
      material adverse effect on the ability of POS-Minerals to consummate the
      transactions provided for in this Agreement and the other Transaction Documents
      or to perform its obligations hereunder or thereunder.




CONTRIBUTION
            AGREEMENT; Page 26




(h)  Knowledge
      of Breach .
      POS-Minerals has no Knowledge of any breach by any other Party of such other
      Party’s representations and warranties, covenants or agreements set forth in
      this Agreement, or any event, circumstance or occurrence that, with notice
      or
      the passage of time, would be a breach by any such other Party of any of its
      representations and warranties, covenants or agreements set forth in this
      Agreement.




(i)  OFAC . 
      To the Knowledge of POS-Minerals, neither POS-Minerals nor any of its Affiliates
      is a Person with whom the GMO Parties or the Company are restricted from doing
      business with under regulations of OFAC (including, those named on OFAC’s 
Specially Designated and Blocked Persons list as of the date hereof) or under
      any related Law, including, the Executive Order 13224 Blocking Property and
      Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
      Terrorism, dated September  23, 2001, issued by the President of the U.S.,
      or other similar Law.




(j)  Independent
      Investigation .
      POS-MINERALS HAS UNDERTAKEN ITS OWN INVESTIGATION OF THE CONTRIBUTED ASSETS,
      THE
      ASSUMED LIABILITIES, THE BANKABLE FEASIBILITY STUDY AND THE PROJECT, AND HAS
      MADE ITS OWN DECISION TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION
      DOCUMENTS TO WHICH IT IS A PARTY AND TO CONSUMMATE THE TRANSACTIONS PROVIDED
      FOR
      HEREIN AND THEREIN.




(k)  Limitations .
      EXCEPT
      FOR THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS EXPRESSLY SET
      FORTH IN THIS AGREEMENT, POS-MINERALS MAKES NO REPRESENTATIONS OR WARRANTIES
      OF
      ANY KIND OR NATURE, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO
      THE
      TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS
      AND
      THE CONVEYANCE DOCUMENTS, AND HEREBY EXPRESSLY DISCLAIMS MAKING ANY IMPLIED
      WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
      A
      PARTICULAR PURPOSE OR AN ORDINARY PURPOSE, TITLE OR NON-INFRINGEMENT, OR
      VALUE.




**ARTICLE
      IV**


**COVENANTS**




**4.1**  **Confidentiality** **.** Each
      Party shall keep confidential, shall cause its Affiliates to keep confidential,
      and shall instruct its officers, directors, employees and advisors to keep
      confidential, (a) all Confidential Information regarding the Company to the
      extent either Nevada Moly or POS-Minerals is required to keep such Confidential
      Information confidential pursuant to Section 16.4 of the LLC Agreement, and
      (b) any due diligence material and information received from any other Party
      in
      connection with the execution and delivery of this Agreement and the
      consummation of the transactions provided for in this Agreement, pursuant to
      the
      Confidentiality Agreement, which due diligence material and information shall
      remain subject to the terms and conditions of the Confidentiality Agreement
      after the Closing.




CONTRIBUTION
            AGREEMENT; Page 27




**4.2**  **Expenses;
      Transfer Taxes** **.**




(a)  General
      Moly shall be liable for and pay all Taxes imposed by any Taxing Authority
      arising out of, with respect to or in connection with the transfer, assignment
      or conveyance to, or assumption by, the Company of the Contributed Assets or
      the
      Assumed Liabilities.




(b)  POS-Minerals
      shall be liable for and pay all Taxes imposed by any Taxing Authority arising
      out of, with respect to or in connection with the POS-Minerals Initial
      Contribution or the issuance to POS-Minerals of the Eureka POS LLC
      Interest.




(c)  Nevada
      Moly shall be liable for and pay all Taxes imposed by any Taxing Authority
      arising out of, with respect to or in connection with the assignment to Nevada
      Moly of the Eureka GMO LLC Interest.




(d)  Each
      Party shall bear all attorneys’ fees and other costs incurred by such Party in
      connection with the preparation, execution and delivery of the Transaction
      Documents and the Closing.




**4.3**  **Press
      Releases and Public Announcements** **.** Neither
      POS-Minerals nor its Affiliates, nor the GMO Parties nor their Affiliates,
      nor
      the Company nor its Affiliates, shall issue any press release or make any public
      announcement relating to the subject matter of this Agreement without the prior
      written approval of General Moly or POS-Minerals, respectively; *provided* ,
      that
      any Party may make any public disclosure that it believes in good faith is
      required by applicable Law or any listing or trading agreement concerning its
      publicly traded securities or the publicly traded securities of any Affiliate
      of
      such Party in which the disclosing Party will use commercially reasonable
      efforts to advise the other Parties before making such disclosure.




**4.4**  **Further
      Assurances** **.** At any
      time or from time to time after the Closing, each Party shall execute and
      deliver such other documents and instruments and take such other actions as
      may
      be necessary or advisable to carry out their respective obligations under this
      Agreement and to evidence the consummation of the transactions provided for
      herein, including the contribution of the Contributed Assets and the
      POS-Minerals Initial Contribution to the Company, the assumption by the Company
      of the Assumed Liabilities, the assignment to Nevada Moly of the Eureka GMO
      LLC
      Interest and the issuance to POS-Minerals of the Eureka POS LLC
      Interest.




**ARTICLE
      V**


**INDEMNIFICATION**




**5.1**  **Survival
      of Representations and Warranties** .
      The
      respective representations and warranties of the Parties contained in this
      Agreement or any certificate delivered pursuant to this Agreement shall survive
      the Closing until 11:59 p.m., Denver, Colorado time, on September 30, 2009
      (or,
      in the case of the representations and warranties made in Section
      3.1(o) ,
      until
      the applicable statute of limitations has expired), *provided* ,
      that
      the obligations to indemnify specified in Section
      5.2 shall
      not terminate at the time provided above if, before such time, a notice of
      claim
      relating to Losses specifying in detail the nature of such Losses (although
      the
      amount of Losses, if not yet determinable, need not be specified) has been
      given
      to the GMO Parties, the Company or POS-Minerals, as applicable. The covenants
      of
      the Parties in this Agreement shall survive the Closing without limitation
      (except pursuant to their terms).




CONTRIBUTION
            AGREEMENT; Page 28




**5.2**  **Indemnification** .




(a)  Indemnification
      for the Company’s Benefit .




(i)  Subject
      to the Company making a written claim for indemnification against the GMO
      Parties pursuant to Section
      5.3 within
      the survival period set forth in Section
      5.1 ,
      the GMO
      Parties shall jointly and severally indemnify and hold the Company harmless
      from
      and against any and all Losses the Company may suffer, arising out of, in the
      nature of, incident or relating to, resulting from or caused by (A) the failure
      of any representation or warranty of the GMO Parties set forth in Section 3.1 or 6.13 to be
      true and correct in all material respects at and as of the Closing Date or
      (B)
      the breach by either of the GMO Parties of any of their respective covenants
      under this Agreement in any material respect; *provided* ,
      that
      the GMO Parties shall not have any obligation to indemnify the Company from
      and
      against any Losses the Company may suffer (including Losses suffered or paid,
      directly or indirectly, through the application of the Company’s assets or
      otherwise), arising out of, in the nature of, incident or relating to, resulting
      from or caused by such failure or breach until the Company shall have suffered
      Losses by reason of all such failures and breaches in excess of one percent
      (1%)
      of the Contributed Assets Value as of the Closing Date, after which point the
      GMO Parties will be obligated only to indemnify the Company from and against
      such further Losses.




(ii)  Subject
      to the Company making a written claim for indemnification against POS-Minerals
      pursuant to Section
      5.3 within
      the survival period set forth in Section
      5.1 ,
      POS-Minerals shall indemnify and hold the Company harmless from and against
      any
      and all Losses the Company may suffer, arising out of, in the nature of,
      incident or relating to, resulting from or caused by (A) the failure of any
      representation or warranty of POS-Minerals set forth in Section
      3.2 or 6.13 to be
      true and correct in all material respects at and as of the Closing Date or
      (B)
      the breach by POS-Minerals of any of its covenants under this Agreement in
      any
      material respect *provided* ,
      that
      POS-Minerals shall not have any obligation to indemnify the Company from and
      against any Losses the Company may suffer (including Losses suffered or paid,
      directly or indirectly, through the application of the Company’s assets or
      otherwise), arising out of, in the nature of, incident or relating to, resulting
      from or caused by such failure or breach until the Company shall have suffered
      Losses by reason of all such failures and breaches in excess of one percent
      (1%)
      of the POS-Minerals Initial Contribution, after which point POS-Minerals will
      be
      obligated only to indemnify the Company from and against such further
      Losses.




(b)  Indemnification
      for the Benefit of the GMO Parties .
      Without
      limiting any right or remedy of Nevada Moly under the LLC Agreement, subject
      to
      either of the GMO Parties making a written claim for indemnification against
      POS-Minerals pursuant to Section
      5.3 within
      the survival period set forth in Section
      5.1 ,
      POS-Minerals shall indemnify and hold each of the GMO Parties harmless from
      and
      against any and all Losses that either of the GMO Parties may suffer, arising
      out of, in the nature of, incident or relating to, resulting from or caused
      by
      (i) the failure of any representation or warranty of POS-Minerals set forth
      in Section
      3.2 or 6.13 to be
      true and correct in all material respects at and as of the Closing Date or
      (ii)
      the breach in any material respect by POS-Minerals of any of its covenants
      under
      this Agreement *provided* ,
      that
      POS-Minerals shall have no obligation to indemnify the GMO Parties from and
      against any Losses that they may suffer (including Losses suffered or paid,
      directly or indirectly, through the application of their respective assets
      or
      otherwise), arising out of, in the nature of, incident or relating to, resulting
      from or caused by such failure or breach until the GMO Parties shall have
      suffered Losses by reason of all such failures and breaches in excess of one
      percent (1%) of the POS-Minerals Initial Contribution, after which point
      POS-Minerals will be obligated only to indemnify the GMO Parties from and
      against such further Losses.




CONTRIBUTION
            AGREEMENT; Page 29




(c)  Indemnification
      for the Benefit of POS-Minerals .
      Without
      limiting any right or remedy of either of POS-Minerals under the LLC Agreement,
      subject to POS-Minerals making a written claim for indemnification against
      the
      GMO Parties pursuant to Section
      5.3 within
      the survival period set forth in Section
      5.1 ,
      the GMO
      Parties shall jointly and severally indemnify and hold POS-Minerals harmless
      from and against any and all Losses that POS-Minerals may suffer, arising out
      of, in the nature of, incident or relating to, resulting from or caused by
      (i)
      the failure of any representation or warranty of the GMO Parties set forth
      in Section
      3.1(a) through (i) , (o) , (p) or (q) or Section
      6.13 to be
      true and correct in all material respects at and as of the Closing Date or
      (ii) the breach in any material respect by either of the GMO Parties of any
      of their respective covenants under this Agreement; *provided* ,
      that
      neither of the GMO Parties shall have no obligation to indemnify POS-Minerals
      from and against any Losses that it may suffer (including Losses suffered or
      paid, directly or indirectly, through the application of their respective assets
      or otherwise), arising out of, in the nature of, incident or relating to,
      resulting from or caused by such failure or breach until POS-Minerals shall
      have
      suffered Losses by reason of all such failures and breaches in excess of one
      percent (1%) of the POS Minerals Initial Contribution, after which point the
      GMO
      Parties will be obligated only to indemnify POS-Minerals from and against such
      further Losses.




(d)  Without
      limiting any of the rights and remedies of any Party under the LLC Agreement,
      each Party hereby acknowledges and agrees that its sole and exclusive remedy
      with respect to this Agreement, regardless of whether the relief demanded or
      sought is found in contract or tort, shall be pursuant to the indemnification
      provisions set forth in this Article
      V .
      In no
      event shall any Party be liable to any other Party for such other Party’s (i)
      lost profits, loss of use or lost revenues; (ii) diminution in value; (iii)
      punitive, multiple or other exemplary damages; or (iv) any other indirect,
      incidental, special or consequential Losses. Each Party waives and relinquishes
      claims for such lost profits, loss of use, lost revenues, diminution in value,
      punitive, multiple or other exemplary damages, other indirect, incidental
      special or consequential Losses.




(e)  Pursuant
      to and consistent with Section
      3.8(c) of the
      LLC Agreement, no Person other than a Member shall have the right to enforce
      any
      obligation of a Member to contribute capital, to fund Continuing Obligations
      or
      to reimburse any other Member under or pursuant to the LLC Agreement or Article
      II of this
      Agreement, and specifically no lender or other third party shall have any such
      right, it being expressly understood that the capital contributions, Continuing
      Obligations and reimbursement obligations of the Members under the LLC Agreement
      or Article
      II of this
      Agreement shall be enforceable only by a Member. For the avoidance of doubt,
      (i)
      Nevada Moly may enforce against POS-Minerals the obligation of POS-Minerals
      under the Transaction Documents, including its obligation to make the
      POS-Minerals Initial Contribution; (ii) either of the GMO Parties may enforce
      against POSCAN the obligations of POSCAN under the POSCAN Guaranty; and (iii)
      POS-Minerals may enforce against the GMO Parties (A) their respective
      obligations under the Transaction Documents, including the obligations of
      General Moly with respect to any Pending Approvals, and (B) the obligations
      of
      General Moly and the Company under the Conveyance Documents, in each case of
      the
      foregoing without the requirement to bring a derivative action or to otherwise
      satisfy the requirements of Sections 18-1001 through 18-1004 of the Delaware
      Limited Liability Company Act or other similar requirements




CONTRIBUTION
            AGREEMENT; Page 30




**5.3**  **Procedures** .




(a)  In
      order
      for an Indemnified Party to be entitled to any indemnification provided for
      under this Agreement, such Indemnified Party shall, promptly following the
      discovery of the matters giving rise to any Loss, notify the Indemnifying Party
      in writing of such Indemnified Party’s claim for indemnification for such Loss,
      specifying in reasonable detail the nature of such Loss and the amount of the
      liability estimated to accrue therefrom; *provided* ,
      that
      such Indemnified Party’s failure to so notify such Indemnifying Party shall not
      release such Indemnifying Party, in whole or in part, from its obligations
      under
      this Article
      V ,
      except
      to the extent (and solely to the extent) that such Indemnifying Party will
      have
      been actually prejudiced as a result of such failure. Thereafter, such
      Indemnified Party shall deliver to such Indemnifying Party, within five (5)
      Business Days after such Indemnified Party’s receipt of such request, all
      information and documentation reasonably requested by such Indemnifying Party
      with respect to such Loss.




(b)  If
      any
      third party notifies an Indemnified Party with respect to any matter, claim,
      investigation, action, suit, charge, complaint, demand or other Legal
      Proceeding, whether pending or threatened (an “ Action ”),
      that
      may give rise to a claim for indemnification under this Article
      V ,
      then
      such Indemnified Party shall promptly give notice of the Action to the
      Indemnifying Party pursuant to Section
      6.5 ; *provided* , *however* ,
      that
      such Indemnified Party’s failure to so notify such Indemnifying Party of any
      Action shall not release such Indemnifying Party, in whole or in part, from
      its
      obligations under this Article
      V ,
      except
      to the extent (and solely to the extent) that such Indemnified Party’s failure
      to so notify actually prejudices such Indemnifying Party’s ability to defend
      against such Action.




(c)  An
      Indemnified Party may, at the sole expense and liability of the Indemnifying
      Party, exercise full control of the defense, compromise or settlement of any
      such Action, unless, at any time within 30 days after such Indemnified Party
      has
      given notice to such Indemnifying Party of the Action, such Indemnifying Party
      (i) delivers a written confirmation to such Indemnified Party that the
      indemnification provisions of Section
      5.2 are
      applicable to such Action and that, subject to the other provisions of this Article
      V ,
      such
      Indemnifying Party shall indemnify such Indemnified Party in respect of such
      Action pursuant to the terms of Section
      5.2 ,
      (ii)
      notifies such Indemnified Party in writing of such Indemnifying Party’s
      intention to assume the defense thereof and thereafter conducts the defense
      actively and diligently and (iii) retains legal counsel reasonably satisfactory
      to such Indemnified Party to conduct the defense of such Action. Notwithstanding
      anything to the contrary in the immediately preceding sentence, such
      Indemnifying Party shall not have any right to assume the defense of such
      Action, if (1) such Action seeks an injunction or other equitable relief and
      not
      money damages only, or (2) the settlement or compromise of, or an adverse
      Judgment with respect to, such Action is, in the good faith judgment of such
      Indemnified Party, likely to establish a precedent, custom or practice
      materially adverse to the continuing business interests or the reputation of
      such Indemnified Party.




CONTRIBUTION
            AGREEMENT; Page 31




(d)  The
      Indemnified Party and the Indemnifying Party shall use their commercially
      reasonable efforts to cooperate with the Party assuming the defense, compromise
      or settlement of any such Action in accordance herewith in any manner that
      such
      Party reasonably may request. If such Indemnifying Party assumes the defense
      of
      any such Action, such Indemnified Party shall have the right to employ separate
      counsel and to participate in (but not control) the defense, compromise or
      settlement thereof, but the fees and expenses of such counsel shall be the
      expense of such Indemnified Party unless (i) such Indemnifying Party has
      specifically agreed to pay such fees and expenses or (ii) such Indemnified
      Party
      has been advised by its counsel that there may be one or more legal defenses
      from claims available to it that are different from or additional to those
      available to such Indemnifying Party or that there may be a conflict of interest
      between such Indemnifying Party and such Indemnified Party in the conduct of
      the
      defense of such Action (in either of which cases such Indemnifying Party shall
      not have the right to direct the defense, compromise or settlement of such
      Action on behalf of such Indemnified Party), and in any such case the reasonable
      fees and expenses of such separate counsel shall be borne by such Indemnifying
      Party, it being understood and agreed, however, that such Indemnifying Party
      shall not be liable for the fees and expenses of more than one separate firm
      of
      attorneys at any time for such Indemnified Party. No such Indemnified Party
      shall settle or compromise or consent to entry of any Judgment with respect
      to
      any such Action for which it is entitled to indemnification hereunder without
      the prior written consent of such Indemnifying Party, unless such Indemnifying
      Party fails to assume control of such Action in the manner provided in Section
      5.3(c) .
      Such
      Indemnifying Party shall not, without the written consent of such Indemnified
      Party, settle or compromise or consent to entry of any Judgment with respect
      to
      any such Action (1) in which any relief other than the payment of money damages
      is or may be sought against such Indemnified Party, or (2) that does not include
      as an unconditional term thereof the giving by the claimant, party conducting
      such investigation, plaintiff or petitioner to such Indemnified Party of a
      release from all liability with respect to such Action.




**5.4**  **Insurance
      Proceeds** .
      Notwithstanding anything to the contrary in the other provisions of this Article
      V ,
      the
      amount that an Indemnifying Party may be required to pay to an Indemnified
      Party
      pursuant to this Article
      V shall be
      reduced (retroactively, if necessary) by any insurance proceeds or refunds
      actually recovered by or on behalf of the applicable Indemnified Party in
      reduction of the related Losses (on an after Tax basis). If any Indemnified
      Party receives the payment required by this Article
      V from
      such Indemnifying Party in respect of Losses and subsequently receives insurance
      proceeds in respect of such Losses, then such Indemnified Party shall promptly
      repay to such Indemnifying Party a sum equal to the amount of such insurance
      proceeds or refunds actually received, net of costs and expenses and on an
      after
      Tax basis, but not exceeding the amount paid by such Indemnifying Party to
      such
      Indemnified Party in respect of such Losses. No representation, warranty,
      covenant or agreement contained in this Agreement is for the benefit of any
      insurer.




CONTRIBUTION
            AGREEMENT; Page 32




**5.5**  **Obligations
      of General Moly and** **Nevada
      Moly** .
      General
      Moly shall be jointly and severally liable with Nevada Moly for all payment
      and
      performance obligations hereunder, which liability of General Moly shall be
      as a
      primary obligor and not as a secondary obligor or a surety. To the extent
      required by Law for the Parties to enforce the obligations of General Moly
      described in this Section
      5.5 ,
      each of
      General Moly and Nevada Moly hereby waives (i) the right to require POS-Minerals
      to proceed against Nevada Moly and (ii) presentment, demand for payment or
      performance (including diligence in making demands hereunder), notice of
      dishonor or nonperformance, protest, acceptance and notice of acceptance of
      this
      guarantee, and all other notices of any kind. The liability of General Moly
      hereunder is independent of and not in consideration of or contingent upon
      the
      liability of Nevada Moly or any other Party and a separate action or actions
      may
      be brought and prosecuted against General Moly, whether any action is brought
      or
      prosecuted against Nevada Moly or any other Party or whether Nevada Moly or
      any
      other Party is joined in any such action or actions.




**ARTICLE
      VI**


**MISCELLANEOUS**




**6.1**  **Entire
      Agreement; Successors and Assigns** .
      This
      Agreement (together with the Schedules and Exhibits hereto) and the other
      Transaction Documents contain, and are intended as, a complete statement of
      all
      of the terms of the agreements among the Parties with respect to the matters
      provided for herein and therein, and supersede and discharge any previous
      agreements and understandings between the Parties with respect to those matters.
      This Agreement shall be binding upon and inure to the benefit of the respective
      successors and permitted assigns of the Parties. In the event of any conflict
      between this Agreement and any other Transaction Document, the terms of this
      Agreement shall be controlling.




**6.2**  **Governing
      Law; Language** .
      This
      Agreement shall be governed by and construed in accordance with the Laws of
      the
      State of Delaware, U.S. without regard to any choice or conflicts of law
      provision or rule that would cause the application of the Laws of any
      jurisdiction other than the State of Delaware. This Agreement has been
      negotiated and executed by the Parties in English. In the event any translation
      of this Agreement is prepared for convenience or any other purpose, the
      provisions of the English version shall govern.




**6.3**  **Resolution
      of Disputes** .
      Except
      as provided in Section
      2.4 of this
      Agreement or except as provided in any other Transaction Document with respect
      to such other Transaction Document, any controversy, claim or dispute between
      or
      among two or more of the Parties (but excluding any controversy, claim or
      dispute to which all of the parties thereto are any of the GMO Parties and
      their
      Affiliates or any controversy, claim or dispute to which all of the parties
      thereto are any of POS-Minerals and its Affiliates) arising out of, relating
      to
      or in connection with this Agreement or any other Transaction Document shall
      be
      exclusively and finally settled pursuant to and in accordance with Article
      XV of
      the LLC Agreement; provided that any controversy, claim or dispute between
      or
      among such Parties that is referred to this Section 6.3 pursuant
      to Section
      2.4(c) shall be
      finally settled pursuant to and in accordance with Section 15.3 of the
      LLC Agreement (without the necessity of conducting executive mediation pursuant
      to Section
      15.2 of the
      LLC Agreement). Without limiting the generality of the foregoing, the following
      shall be considered controversies, claims or disputes for this purpose: (a)
      all
      questions relating to the interpretation or breach of this Agreement or any
      other Transaction Document, (b) all questions relating to any
      representations, negotiations and other proceedings leading to the execution
      hereof or thereof and (c) all questions as to whether the right to arbitrate
      any
      such question exists.




CONTRIBUTION
            AGREEMENT; Page 33




**6.4**  **Headings** .
      The
      subject headings of the Articles, Sections and Subsections of this Agreement
      and
      the Paragraphs and Subparagraphs of the Exhibits and Schedules to this Agreement
      are included for purposes of convenience only, and shall not affect the
      construction or interpretation of any of its provisions.




**6.5**  **Notices** .
      All
      notices and other communications hereunder shall be in writing and shall be
      delivered personally, telecopied (if receipt of which is confirmed by the Person
      to whom sent), or sent by internationally recognized overnight delivery service
      to the Parties at the following addresses (or to such other Person or address
      for a Party as specified by such Party by like notice) (notice shall be deemed
      given and received upon receipt, if delivered personally, by overnight delivery
      service or by telecopy, or on the third Business Day following mailing, if
      mailed, except that notice of a change of address shall not be deemed given
      and
      received until actually received):




(a)
            If
                to General Moly or Nevada Moly, to it
                at:




General
      Moly, Inc.


1726
      Cole
      Blvd., Suite 115


Lakewood,
      CO 80401


United
      States of America


303-928-8599


Attention:
      Chief Executive Officer


Telecopier:
      +1 (303) 928-8598





with
      a
      copy to:





Holme
      Roberts & Owen LLP


1700
      Lincoln Street, Suite 4100


Denver,
      Colorado 80203


United
      States of America


Attention:
      Frank Erisman, Esq.


Telecopier:
      +1 (303) 866-0200




CONTRIBUTION
            AGREEMENT; Page 34




(b)
            If
                to POS-Minerals, to it at:




POS-Minerals
      Corporation


PO
      Box
      11617


Suite
      2350-650 W. Georgia Street


Vancouver
      BC


Canada


V6B
      4N9


Attention:
      Myoung-Kyun Kim, President


Telecopier:
      +1 (604) 669-5805





with
      a
      copy to:





Holland
      & Hart


555
      17th
      Street, Suite 3200


Denver,
      Colorado 80202


United
      States of America


Attention:
      Robert Bassett, Esq.


Telecopier:
      +1 (303) 290-1606





(c)
            If
                to the Company, to it at:




Eureka
      Moly, LLC


c/o
      General Moly, Inc.


1726
      Cole
      Blvd., Suite 115


Lakewood,
      CO 80401


United
      States of America


303-928-8599


Attention:
      Chief Executive Officer of Manager


Telecopier:
      +1 (303) 928-8598





with
      a
      copies to:





Holme
      Roberts & Owen LLP


1700
      Lincoln Street, Suite 4100


Denver,
      Colorado 80203


United
      States of America


Attention:
      Frank Erisman, Esq.


Telecopier:
      +1 (303) 866-0200




CONTRIBUTION
            AGREEMENT; Page 35




and





Holland
      & Hart


555
      17th
      Street, Suite 3200


Denver,
      Colorado 80202


United
      States of America


Attention:
      Robert Bassett, Esq.


Telecopier:
      +1 (303) 290-1606





**6.6**  **Severability** .
      If at
      any time any covenant or provision contained herein is deemed in a final ruling
      of a court or other body of competent jurisdiction to be invalid or
      unenforceable, such covenant or provision shall be considered divisible and
      such
      covenant or provision shall be deemed immediately amended and reformed to
      include only such portion of such covenant or provision as such court or other
      body has held to be valid and enforceable; and the Parties agree that such
      covenant or provision, as so amended and reformed, shall be valid and binding
      as
      though the invalid or unenforceable portion had not been included
      herein. Amendment;




**6.7**  **Waiver** .
      No
      provision of this Agreement may be amended or modified except by an instrument
      or instruments in writing signed by the Parties and designated as an amendment
      or modification. No waiver by any Party of any provision of this Agreement
      shall
      be valid unless in writing and signed by the Party making such waiver and
      designated as a waiver. No failure or delay by any Party in exercising any
      right, power or remedy hereunder shall operate as a waiver thereof, nor shall
      any single or partial exercise thereof or the exercise of any other right,
      power
      or remedy preclude any further exercise thereof or the exercise of any other
      right, power or remedy. No waiver of any provision hereof shall be construed
      as
      a waiver of any other provision.




**6.8**  **Assignment
      and Binding Effect** .
      No
      Party may assign any of its rights or delegate any of its obligations under
      this
      Agreement without (a) the prior written consent of the other Parties, and (b)
      the complete written assumption by the assignee of all of the obligations of
      the
      assignor under this Agreement. All of the terms and provisions of this Agreement
      shall be binding on, and shall inure to the benefit of, the respective
      successors and permitted assigns of the Parties.




**6.9**  **No
      Benefit to Others** .
      Except
      as expressly set forth herein, the representations, warranties, covenants and
      agreements contained in this Agreement are for the sole benefit of the Parties
      and their respective successors and permitted assigns hereunder, and they shall
      not be construed as conferring and are not intended to confer any rights,
      remedies, obligations or liabilities on any other Person, unless such Person
      is
      expressly stated herein to be entitled to any such right, remedy, obligation
      or
      liability.




**6.10**  **Counterparts** .
      This
      Agreement may be executed by the Parties in separate counterparts, each of
      which
      when so executed and delivered shall be an original, but all such counterparts
      shall together constitute one and the same instrument.




CONTRIBUTION
            AGREEMENT; Page 36




**6.11**  **Rules
      of Construction** .
      The
      Parties agree that they have been represented by counsel during the negotiation,
      preparation and execution of this Agreement and, therefore, waive the
      application of any Law or rule of construction providing that ambiguities in
      an
      agreement or other document shall be construed against the Party drafting such
      agreement or document.




**6.12**  **No
      Partnership** .
      No
      provision of this Agreement creates a partnership or joint venture between
      or
      among the Parties or makes any Party the agent of any other Party for any
      purpose. No Party has the authority or power to bind, to contract in the name
      of, or to create any liability for any other Party in any way or for any
      purpose.




**6.13**  **No
      Sovereign Immunity** . Each
      Party represents and warrants that it is subject to civil and commercial Law
      with respect to its obligations under the Transaction Documents to which it
      is a
      party, that the making and performance of the Transaction Documents to which
      it
      is a party constitute private and commercial acts rather than governmental
      or
      public acts and that neither such Party nor any of its properties or revenues
      has any right of immunity from suit, court, jurisdiction, attachment before
      judgment, attachment in aid of execution of a judgment, set-off, execution
      of a
      judgment or from any other legal process with respect to its obligations under
      the Transaction Documents. To the extent that a Party may hereafter be entitled,
      in any jurisdiction in which any judicial proceedings or arbitrations may at
      any
      time be commenced with respect to the Transaction Documents to which it is
      a
      party, to claim for itself or its revenues or assets any such immunity, and
      to
      the extent that in any such jurisdiction there may be attributed to such Party
      an immunity (whether or not claimed), such Party hereby irrevocably agrees
      not
      to claim and hereby irrevocably waives such immunity. The foregoing waiver
      of
      immunity shall have effect under the U.S. Foreign Sovereign Immunities Act
      of
      1976.




**6.14**  **Legal
      Relationships** . POS-Minerals
      and POSCAN acknowledge and agree that Holme Roberts & Owen LLP and Hull
& Branstetter Chartered have represented General Moly, Nevada Moly and their
      respective Affiliates in connection with the Transaction Documents. In no event
      shall an attorney-client relationship be deemed to exist between Holme Roberts
      & Owen LLP or Hull & Branstetter Chartered, on the one hand, and
      POS-Minerals, POSCAN or any of their respective Affiliates, on the other hand.
      General Moly and Nevada Moly acknowledge and agree that Holland & Hart LLP
      has represented POS-Minerals, POSCAN and their respective Affiliates in
      connection with the Transaction Documents. In no event shall an attorney-client
      relationship be deemed to exist between Holland & Hart LLP, on the one hand,
      and General Moly, Nevada Moly or any of their respective Affiliates, on the
      other hand. The Parties agree and irrevocably consent that Holme Roberts &
Owen LLP’s, Hull & Branstetter Chartered’s and Holland & Hart LLP’s
      respective attorney-client relationships with the Persons described in this Section
      6.14 shall
      not disqualify any of such firms from providing legal advice and legal services
      to the Company upon request in matters related or unrelated to any of this
      Agreement and the other Transaction Documents or otherwise, and that such firms’
attorney-client relationship with the Company, if any, shall not disqualify
      such
      firm from providing legal advice and legal services to any such Persons in
      matters related or unrelated to any of this Agreement and the other Transaction
      Documents or otherwise; *provided* ,
      that
      (a) in the case of a dispute between the Members or between the Company and
      any
      Member, nothing in this Section
      6.14 shall
      excuse the obligations of a lawyer or any law firm to act consistent with
      applicable standards of professional conduct, and (b) for the avoidance of
      doubt, in any dispute between one or more Members, on the one hand, and the
      Company, on the other hand, none of the foregoing law firms shall represent
      both
      a Member and the Company in such dispute.




**[Signatures
      on Next Page]**




CONTRIBUTION
            AGREEMENT; Page 37


**Exhibit
        10.20**
 **Execution
        Version**




The
      Parties have executed this Agreement as of date first set forth above, to be
      effective as of the date first above written.





**GENERAL
                MOLY, INC.,****a
                Delaware corporation**By:
            /s/
                Bruce D. HansenName:
            Bruce
                D. HansenTitle:
            Chief
                Executive Officer**NEVADA
                MOLY, LLC,****a
                Delaware limited liability company**By:
            /s/
                Bruce D. HansenName:
            Bruce
                D. HansenTitle:
            Chief
                Executive Officer**EUREKA
                MOLY, LLC,****a
                Delaware limited liability company**By:
            NEVADA
                MOLY, LLC,a
                Delaware limited liability company, its managerBy:
            /s/
                Bruce D. HansenName:
            Bruce
                D. HansenTitle:
            Chief
                Executive Officer**POS-MINERALS
                CORPORATION,****a
                Delaware corporation**By:
            /s/
                Myoung-Kyun KimName:
            Myoung-Kyun
                KimTitle:
            President
                and Secretary


CONTRIBUTION
        AGREEMENT; SIGNATURE PAGE





**EXHIBIT
      F**





**EXAMPLE
      CALCULATION OF PRE-CLOSING DATE PAYMENT AMOUNT**





Pre-Closing
      Date Payment Amount = 20% × (EUA – PTBA)




where
      EUA
      = ((07BE – 07AE) – 08PE)




and
      where
      PTBA = (EUA × (30% × DP))




PTBA
      =
      Underfunded Payment Net Tax Benefit Amount


EUA
      =
      Excess Underfunded Amount


07BE
      =
      2007 Budgeted Expenditures ($33,859,000)


07AE
      =
      Actual 2007 Expenditures (costs incurred in 2007)


08PE
      =
      2008 Pre-Closing Expenditures (i.e. costs that are paid in 2008 before
      Closing)


DP
      =
      Deduction Percentage (i.e. percentage of 08PE that are deductible)




For
      example, if




07BE
      =
      $33,859,000


07AE
      =
      $13,300,000


08PE
      =
      $12,000,000


DP
      =
      70%




then:




EUA
      =
      ($33,859,000 – $13,300,000) – $12,000,000) = $8,559,000




PTBA
      =
      ($8,559,000 × (30% × 70%)) = $1,797,390




Pre-Closing
      Date Payment Amount = 20% × ($8,559,000 – $1,797,390) =
      $1,352,322


EXHIBIT
        F
        TO CONTRIBUTION AGREEMENT
 EXAMPLE
        CALCULATION OF PRE-CLOSING DATE PAYMENT AMOUNT