General Moly,Inc. (TSE:GMO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On August7, 2017, General Moly,Inc. (the “Company”) and Amer International Group Co.,Ltd. (“Amer”) entered into a Second Amendment (the “Second Amendment”) to the Investment and Securities Purchase Agreement dated April17, 2015, as amended by the First Amendment dated November2, 2015 (the “Purchase Agreement”). The Second Amendment accelerates the closing of Tranche 2 of Amer’s investment under the Purchase Agreement by removing certain conditions to closing related to minimum molybdenum prices and the reissuance of water permits for the Company’s Mt. Hope Project in Nevada. Under the Second Amendment, Tranche 2 will consist of $6,000,000 of shares of the Company’s common stock, priced at the volume weighted average price for the 30-day period ending August7, 2017, or $0.41 per share, for a total of 14.6 million common shares. The Tranche 2 closing is expected to occur on or about September30, 2017.
The Second Amendment also revises the conditions to the closing of Tranche 3 of Amer’s investment. The Tranche 3 closing will be conditioned on either 1) the completion by Company and Amer of a mutually agreed acquisition involving more than 10 million shares of the Company’s common stock as consideration; or 2) the reissuance of the Mt. Hope water permits. Tranche 3 must close by the later of March31, 2018 or 90 days after the occurrence of one of the foregoing conditions.
Also on August7, 2017, the Company and Amer entered into a Fourth Amendment (the “Fourth Amendment”) to the Common Stock Purchase Warrant dated November24, 2015, as amended by the First Amendment to Warrant dated April17, 2017, the Second Amendment to Warrant dated June16, 2017 and the Third Amendment to Warrant dated July16, 2017 (the “Warrant”). The Fourth Amendment extends the deadline for satisfaction of all conditions to vesting of the Warrant from August17, 2017 to the third anniversary of the reissuance of the Record of Decision for the Mt. Hope Project.
The foregoing descriptions of the Second Amendment and the Fourth Amendment are qualified in its entirety by reference to the full text of such documents, which are attached hereto as Exhibits 10.3 and 10.8, respectively.
Item 8.01 Other Items
On August8, 2017, the Company issued a press release announcing the execution of the Second Amendment and the Fourth Amendment, a copy of which is attached hereto as Exhibit99.1.
