**Exhibit 10.1**

 

***7-29-10***

 

**AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT**

 

AMENDMENTNO. 1 TO SECURITIES PURCHASE AGREEMENT, dated July 30, 2010 (this “Amendment”),is between General Moly, Inc., a Delaware corporation, (the “Company”),and Hanlong (USA) Mining Investment, Inc., a Delaware corporation, (“Purchaser”).

 

**RECITALS**

 

TheCompany and Purchaser are parties to the Securities Purchase Agreement, datedMarch 4, 2010 (the “Agreement”) and desire to amend the Agreementto provide for extended dates that relate to specified conditions precedent inthe Agreement.

 

Accordingly,in consideration of the mutual covenants contained in this Amendment, theParties intending to be legally bound agree as follows.

 

**AGREEMENT**

 

TheAgreement is hereby amended as specified below:

 

A.                                   Section 6.6(a) isamended by changing the date “September 30, 2011,” to “November 30,2011.”

 

B.                                     Section 7.1(b)(iii) isamended by deleting “(A)” and all language thereafter in that section andinserting the date “October 13, 2010.”

 

C.                                     Section 7.1(c)(iv) isamended by changing the date “December 31, 2010,” to “February 28,2011.”

 

D.                                    Section 7.1(d) isamended by changing the dates “December 15, 2010,” to “February 15,2011,” the date “December 31, 2010,” each time it appears to “February 28,2011,” and the date “March 31, 2011,” each time it appears to “May 31,2011.”

 

E.                                      Section 7.2(c)(iii) isamended by changing the date “September 30, 2011,” to “November 30,2011.”

 

F.                                      Section 7.2(e) isamended by changing (i) the date “September 15, 2011,” to “November 15,2011,” (ii) the date “September 30, 2011,” each time it appears to “November 30,2011,” (iii) the date “December 31, 2011,” to “February 29,2012,” (iv) the date

 

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“October 15,2011,” to “December 15, 2011,” and (v) the date “October 31,2011” to “December 31, 2011.”

 

G.                                     Section 8.2(b) isamended by changing (i) the date “January 31, 2011,” to “March 31,2011,” (ii) the date “April 30, 2011,” to “June 30, 2011,” (iii) thedate October 30, 2011,” to “December 31, 2011,” and (iv) thedate “January 31, 2012,” to “March 31, 2012.”

 

H.                                    Section 8.2(c)(iii) isamended to read in its entirety as follows: “if the Required Approvals have not been obtained by October 13,2010;”

 

Exceptas specifically set forth in this Amendment, the Agreement shall remain in fullforce and effect.

 

 
|                                            |         | **GENERAL  MOLY, INC.** |
|-------------------------------------------------|--------------|------------------------------|
|                                            |         |                         |
|                                            |         |                         |
|                                            |         | By:                          | /s/  Bruce D. Hansen |
|                                            |         |                         |   |
|                                            |         | Name:                        | Bruce  D. Hansen |
|                                            |         |                         |   |
|                                            |         | Title:                       | Chief  Executive Officer |
|                                            |         |                         |
|                                            |         |                         |
| **HANLONG  (USA) MINING INVESTMENT, INC.** |         |                         |
|                                            |         |                         |
|                                            |         |                         |
| By:                                             | /s/ Hui Ziao |                         |   |
|                                            |         |                         |   |
| Name:                                           | Hui Ziao     |                         |   |
|                                            |         |                         |   |
| Title:                                          | President    |                         |   |

 

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