General Moly,Inc. (TSE:GMO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
The disclosure under Item 3.02 hereof is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
On March28, 2019, General Moly,Inc. (the “Company”) executed a Securities Purchase Agreement (the “Purchase Agreement”) with Bruce D. Hansen, the Company’s Chief Executive Officer, and Robert I. Pennington, the Company’s Chief Operating Officer (collectively the “Investors”), effective as of March21, 2019. to the Purchase Agreement, the Investors have agreed to purchase up to $900,000 of convertible shares of SeriesA Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of the Company.
The Preferred Stock is being issued at a price of $100.00 per share, and each share of the Preferred Stock will be convertible at any time at the holder’s discretion into 370.37 shares of common stock of the Company. The Preferred Stock carries a 5% annual dividend, which may be paid, in the Company’s sole discretion, in cash, additional shares of Preferred Stock or a combination thereof. The Preferred Stock will vote together with the Company’s common stock as a single class on an as-converted basis. The Preferred Stock is mandatorily redeemable at such time that the Company’s senior convertible promissory notes issued in December2014 become due and payable in accordance with their terms, as such terms may be modified from time to time.
The Company may request up to three separate closings of sales of Preferred Stock to the Investors between the date of the Purchase Agreement and June30, 2019. Each closing may be in an amount up to $300,000 of Preferred Stock and must occur at least 30 days after the previous closing. On March28, 2019, the Company and the Investors completed the first closing of $300,000 of Preferred Stock, or 3,000 shares, as follows:
|
InvestorName |
NumberofSharesofPreferredStock |
|
Bruce D. Hansen |
2,667 |
|
Robert I. Pennington |
The offer, issuance and sale of the Preferred Stock is being made to the exemption from the registration requirements of the Securities Act of 1933, as amended, under Section4(a)(2)and Rule506(b)of Regulation D promulgated thereunder. In accordance with the Company’s policies for approving related party transactions, this transaction was approved by the Audit Committee of the Company’s Board of Directors, as well as the disinterested members of the full Board of Directors.
The foregoing description of the Purchase Agreement does not purport and is not intended to be complete and is qualified in its entirety by reference to the full text of the
Purchase Agreement, a copy of which is attached to this Current Report on Form8-K as Exhibit10.1, and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March22, 2019, the Company filed a Certificate of Designations (the “Certificate of Designations”) to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware. The Certificate of Designations establishes the designations, preferences, powers and rights of the Preferred Stock.
A copy of the Certificate of Designations is attached to this Current Report on Form8-K as Exhibit3.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
General Moly, Inc Exhibit
EX-3.1 2 a19-7343_1ex3d1.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK OF GENERAL MOLY,…
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About General Moly,Inc. (TSE:GMO)
General Moly, Inc. is engaged in the business of the exploration, development and mining of properties containing molybdenum. The Company, through its subsidiary, Eureka Moly, LLC, holds interest in the Mt. Hope Project, a molybdenum property, located in Eureka County, Nevada. The Mt. Hope Project contains molybdenum reserves totaling approximately 1.4 billion pounds of which 1.2 billion pounds are estimated to be recoverable. It also owns a molybdenum and copper project, the Liberty Project, located in Nye County, Nevada. Its other mining properties include over 100 acres of fee simple land in the Little Pine Creek area of Shoshone County, Idaho; six patented mining claims known as the Chicago-London group, located near the town of Murray in Shoshone County, Idaho; 30 unpatented mining claims in Marion County, Oregon, known as the Detroit property, and 80 unpatented mining claims in Sanders and Madison County, Montana.