Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported): February 18, 2008
General
Moly, Inc.
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
Delaware
|
(State
or Other Jurisdiction of
Incorporation)
|
001-32986
|
91-0232000
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
1726
Cole Blvd., Suite 115, Lakewood,
CO
|
80401
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
(303)
928-8599
|
(Registrant’s
Telephone Number, Including Area
Code)
|
N/A
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 |
Entry
into a Material Definitive
Agreement
|
Contribution
Agreement
On
February 18, 2008, General Moly, Inc. (the “Company”) entered into a
Contribution Agreement (the “Contribution Agreement”) with Nevada Moly, LLC, a
wholly-owned subsidiary of the Company (“Nevada Moly”), Eureka Moly, LLC, a
subsidiary of the Company (“Eureka Moly”), and POS-Minerals Corporation, an
affiliate of POSCO (“POS-Minerals”), pursuant to the Company’s previously
announced Letter of Intent with POSCO. Among other things, the Contribution
Agreement provides for:
· |
General
Moly to transfer its membership interest in Eureka Moly to Nevada
Moly;
|
· |
POS-Minerals
to contribute $50 million to Eureka Moly (the “First Contribution
Installment”); and
|
· |
Eureka
Moly to issue a 20% membership interest in Eureka Moly to POS-Minerals.
|
In
connection with the Contribution Agreement, the Company contributed, effective
as of January 1, 2008, all of the Company’s interest in the assets related to
the Mount Hope molybdenum project (the “Mount Hope Project”), including the
Company’s lease of the Mount Hope property, to Eureka Moly, which, at the
effective time of the contribution, was a wholly-owned subsidiary of the
Company.
Amended
and Restated Limited Liability Company Agreement of Eureka Moly,
LLC
On
February 18, 2008, Nevada Moly and POS-Minerals entered into an Amended and
Restated Limited Liability Company Agreement of Eureka Moly, LLC (the “LLC
Agreement”), pursuant to the Company’s previously announced Letter of Intent
with POSCO. Among other things, the LLC Agreement:
· |
Provides
for POS-Minerals to make three contributions to Eureka Moly in a
total
aggregate amount of up to $170 million and
scheduled to be delivered as follows: the First Contribution Installment
by February 29, 2008; $50 million by July 1, 2008;
and $70 million within 15 days after Eureka Moly obtains all material
permits required for the Mount Hope Project (the “Third Contribution
Installment Date”);
|
· |
Provides
for POS-Minerals to make, on the Third Contribution Installment Date,
additional capital contributions to pay for project capital and operating
expenses from January 1, 2008 through the Third Contribution Installment
Date in proportion to POS-Minerals’ percentage interest in Eureka Moly;
|
· |
Provides
for POS-Minerals and Nevada Moly, following the Third Contribution
Installment Date and subject to certain exceptions, to make additional
capital contributions for ongoing capital and operating costs in
proportion to each of their respective percentage interest in Eureka
Moly;
|
· |
Grants
POS-Minerals the right to receive a percentage of the production
from the
Mount Hope Project equal to POS-Minerals’ percentage interest in Eureka
Moly; and
|
· |
Establishes
Nevada Moly’s initial membership interest in Eureka Moly at 80% and
Pos-Minerals’ initial membership interest in Eureka Moly at
20%.
|
In
the
event Eureka Moly does not receive the First
Contribution Installment
by
February 29, 2008, the Contribution Agreement and LLC Agreement will be deemed
void.
Item
7.01
|
Regulation
FD Disclosure
|
On
February 19, 2008, the Company issued a press release (the “Press Release”)
announcing the completion of the documentation for the creation of a joint
venture with POSCO to operate the Mount Hope Project. A
copy of
the Press Release is attached hereto as Exhibit 99.1.
The
information contained in this Item 7.01 and the exhibit hereto shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that
Section.
Item
9.01 |
Financial
Statements and Exhibits
|
(d)
Exhibits
99.1 |
Press
Release of General Moly, Inc.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
|
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GENERAL
MOLY, INC.
(Registrant)
|
|
|
|
Date: February
22, 2008 |
By: |
/s/
David A.
Chaput |
|
David A. Chaput
|
|
Chief
Financial Officer
|