UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July ~~January 21~~22, 2014

GEOVIC MINING CORP.

(Exact name of registrant as specified in its charter)


Delaware	000-52646	20-5919886
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

5500 East Yale Avenue, Suite 302 Denver, Colorado		80222
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 476-6455

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:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨☐ Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a-12)

¨☐ Pre-commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨☐ Pre-commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4 1.01 Entry into ~~Changes~~a inMaterial ~~Registrant's~~Definitive ~~Certifying Accountant~~Agreement.

AsOn ~~described~~July in22, ~~Items 4.01(a) and (b) below~~2014, Geovic Mining Corp., ~~a Delaware corporation~~ (the “~~Registrant~~Company”), ~~has replaced~~entered ~~Ernst~~into &a ~~Young~~securities ~~LLP~~purchase asagreement ~~Registrant’s~~(the ~~independent registered public accounting firm with Haynie and Company as~~“Securities ~~its~~Purchase ~~new~~Agreement”), ~~independent~~registration ~~registered~~rights ~~public~~agreement ~~accounting firm. As described below,~~ (the ~~change~~“Registration inRights ~~independent~~Agreement”) ~~public~~and ~~accounting~~note ~~firms~~purchase isagreement ~~not~~ (the ~~result~~“Note ofPurchase ~~any~~Agreement”), ~~disagreement~~in each case with ~~Ernst~~Tangiers &Investment ~~Young~~Group, ~~LLP~~LLC (“Tangiers”).

~~Item~~Pursuant 4to the Securities Purchase Agreement, Tangiers has committed to purchase up to $3.010 million of the Company’s common stock, par value $0.0001 per share (athe “Common Stock”) ~~Previous~~, ~~Independent~~from ~~Accountants~~time to time upon the Company’s advance written request over the course of 36 month commitment period (the “Commitment Period”), contingent on the Company filing and obtaining an effective registration of the underlying shares with the Securities and Exchange Commission (the “SEC”) and the Company timely complying with its reporting requirements under the Securities Exchange Act of 1934, as amended, and applicable SEC regulations. The Company is entitled to request such equity investments from Tangiers from time to time during the Commitment Period in an amount of up to $100,000 per request, and in connection with each request the Company will issue and sell to Tangiers, and Tangiers will purchase from the Company, that number of shares of Common Stock determined by dividing the amount of the advance requested by the Company by a purchase price equal to 85% of the lowest daily volume weighted average trading price of the Common Stock during the five consecutive trading days following the date of the Company’s request. The Securities Purchase Agreement includes certain restrictions on the ability of the Company to issue or sell its capital stock or securities granting rights to acquire its capital stock for consideration less than the then current market price of the Company’s Common Stock.

~~(i) On~~The ~~January~~Securities ~~21,~~Purchase ~~2014,~~Agreement ~~Registrant~~also ~~dismissed~~requires ~~its~~that ~~independent~~the ~~registered~~Company ~~public~~issue ~~accounting~~to ~~firm,~~Tangiers ~~Ernst~~restricted &Common ~~Young~~Stock ~~LLP.~~equal ~~The~~to ~~Audit~~2.5% ~~Committee~~ of ~~Registrant~~Tangier’s $3.0 ~~Board~~million commitment as a commitment fee. The commitment fee Common Stock is issuable by the Company to Tangiers in two 50% tranches, with the first tranche due upon the execution of ~~Directors~~the (Securities Purchase Agreement and the ~~“Audit~~second ~~Committee”)~~tranche ~~made~~due 60 days following the ~~decision~~execution toof ~~dismiss~~the ~~Ernst~~Securities &Purchase ~~Young~~Agreement. ~~LLP~~The number of shares of restricted Common Stock issuable in each ~~and~~tranche ~~engage~~is ~~Haynie~~calculated &by ~~Company,~~dividing ~~Certified~~the ~~Public~~dollar ~~Accountants~~amount asof ~~Registrant’s~~each ~~independent~~tranche ~~registered~~by ~~public~~the ~~accounting~~average ~~firm~~volume weighted average trading price of the ~~for~~Common Stock during the ~~fiscal~~five ~~year~~business ~~ending~~days ~~December~~preceding ~~31,~~the ~~2013,~~date ason ~~described~~which ~~below~~the shares for such tranche are due to be issued.

~~The report~~Pursuant ofto ~~Ernst~~the &Registration ~~Young~~Rights ~~LLP~~Agreement, on the ~~Registrant’s~~Company ~~consolidated~~agreed ~~financial~~to ~~statements~~prepare ~~for~~and file with the ~~fiscal~~SEC ~~year~~a ~~ended~~registration ~~December~~statement ~~31,~~on ~~2012~~Form S-1 ~~raised~~or ~~substantial~~on ~~doubt~~such ~~about~~other ~~the~~form ~~Registrant’s~~as ~~ability~~is available and to ~~continue~~cause assuch aregistration ~~going~~statement ~~concern,~~to ~~noting~~be ~~that~~declared ~~Registrant~~effective ~~has~~by ~~not~~the ~~established~~SEC prior to the anfirst ~~ongoing~~sale ~~source~~to Tangiers of ~~revenues~~the ~~sufficient~~Company’s Common Stock pursuant to ~~cover~~the ~~Registrant’s~~Securities ~~operating~~Purchase ~~costs~~Agreement.

~~During Registrant’s~~Pursuant ~~two~~to ~~most~~the ~~recent~~Note ~~fiscal~~Purchase ~~years~~Agreement, ~~and~~the ~~any~~Company ~~subsequent~~agreed ~~interim~~to ~~period~~issue ~~before~~a ~~such~~4% ~~dismissal,~~convertible ~~there~~promissory ~~were~~note no(the ~~disagreements~~“Convertible ~~with~~Note”) to ~~Ernst~~Tangiers, ~~& Young~~in ~~LLP~~the onoriginal ~~any~~principal ~~matter~~amount of ~~accounting~~$44,000, ~~principles~~in orconsideration ~~practices,~~of ~~financial~~the ~~statement~~payment ~~disclosure,~~by orTangiers ~~auditing~~of ~~scope~~a orpurchase ~~procedure,~~price equal ~~which~~to $40,000, ifwith ~~not~~$4,000 ~~resolved~~retained toby ~~the~~Tangiers ~~satisfaction~~as oforiginal ~~Ernst~~issue &discount ~~Young~~for ~~LLP~~due ~~would~~diligence, ~~have~~document ~~caused~~preparation itand tolegal ~~make~~expenses in ~~reference~~connection towith the ~~subject~~transactions ~~matter of~~contemplated by the ~~disagreements~~Note inPurchase ~~connection~~Agreement. ~~with~~The ~~its~~Company ~~report~~issued the Convertible Note on July 22, 2014.

(ii) Registrant has provided Ernst & Young LLP a copy of the statements made in response to this Item 4.01 and has requested Ernst & Young LLP to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Ernst & Young LLP agrees with such statements. A copy of the letter of Ernst & Young LLC is filed as Exhibit2 ~~16.1 to this current report on Form 8-K.~~

~~Item~~The Convertible Note matures on July 22, 2015, at which time the outstanding principal amount of the Convertible Note and all accrued and unpaid interest thereon is due and payable by the Company. The Convertible Note provides for “guaranteed” interest on the principal balance thereof at the rate of 4%, which interest is deemed earned as of the date of the Convertible Note’s issuance, to the extent such principal amount and interest have been repaid or converted into the Company’s Common Stock.~~01(b) New~~ The ~~Independent~~Convertible ~~Accountants~~Note is convertible into shares of the Company’s Common Stock at the option of Tangiers at a conversion price equal to 50% of the lowest trading price of the Company’s Common Stock during the 20 consecutive trading days prior to the date on which Tangiers elects to convert all or part of the Convertible Note.

OnThe ~~January~~Convertible 21Note contains certain events of default, ~~2014~~including with respect to defaults in payment obligations, the ~~Audit~~commencement of ~~Committee~~bankruptcy ~~engaged~~proceedings ~~Haynie~~and &certain ~~Company~~failures relating to the listing, ~~Certified~~trading ~~Public~~and ~~Accountants~~bid asprice ~~Registrant~~of the Company’s ~~independent~~Common Stock, ~~registered~~the ~~public~~occurrence ~~accounting~~of ~~firm~~which ~~for~~may ~~the~~result ~~fiscal~~in ~~year~~acceleration ~~ending~~of ~~December~~the ~~31,~~Company’s ~~2013.~~obligation ~~Registrant~~to ~~has~~pay ~~not~~the ~~consulted~~outstanding ~~with~~principal ~~Haynie~~amount &of ~~Company,~~the ~~Certified~~Convertible ~~Public~~Note ~~Accountants~~and ~~during~~all ~~its~~accrued ~~two~~and ~~most~~unpaid ~~recent~~interest ~~fiscal~~thereon. ~~years~~Upon orthe ~~during~~occurrence ~~any~~and ~~subsequent~~during ~~interim~~the ~~period~~continuance ~~prior~~of toany event ~~its~~of ~~appointment~~default, asadditional ~~Registrant’s~~interest ~~auditor~~will ~~with~~accrue ~~respect~~at the rate equal to the ~~application~~lower of ~~accounting~~20% ~~principles~~per toannum aor ~~specified~~the ~~transaction,~~highest rate permitted by law ~~either~~and ~~completed~~liquidated ordamages ~~proposed~~will accrue at the rate of $1,000 orper day. In the ~~type~~event of ~~audit~~any ~~opinion~~acceleration ~~that~~following ~~might~~an event of default, the amount due and owing to Tangiers under the Convertible Note will be ~~rendered~~increased onto ~~Registrant’s~~150% ~~consolidated~~of ~~financial statements,~~the oroutstanding ~~any~~principal ~~other~~amount of ~~matters~~the orConvertible ~~reportable~~Note ~~events~~plus asall ~~defined~~accrued inand ~~Items~~unpaid ~~304(a)(2)(i)~~interest, fees and ~~(ii)~~liquidated ofdamages, ~~Regulation~~if ~~S-K~~any.

~~Item~~The foregoing ~~9.01.~~description ~~Financial~~of ~~Statements~~the terms of the Securities Purchase Agreement, the Registration Rights Agreement, the Note Purchase Agreement and ~~Exhibits.~~the ~~(d)~~Convertible ~~The~~Note ~~following~~does ~~exhibits~~not ~~are~~purport ~~furnished~~to ~~herewith:~~be ~~16.1~~complete ~~Letter~~and ~~from~~is ~~Ernst~~subject &to ~~Young~~and ~~LLP~~qualified in its entirety by reference to the Securities Purchase Agreement, ~~dated~~the ~~January~~Registration 23Rights Agreement, ~~2014~~the ~~addressed~~Note toPurchase ~~United~~Agreement ~~States~~and ~~Securities~~the ~~Exchange~~Convertible ~~Commission~~Note, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and the terms of which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~SIGNATURES~~The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

~~Pursuant~~Item to9.01 Financial ~~the~~Statements ~~requirements~~and ~~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~~Exhibits.

~~Date~~(d) Exhibits: ~~January 24, 2014~~

~~GEOVIC~~Exhibit ~~MINING CORP~~No. ~~By: /s/ Michael T. Mason Name: Michael T. Mason Title: Chairman of the Board and Chief Executive Officer~~Description

10.1	Securities Purchase Agreement, dated July 22, 2014, between Tangiers Investment Group, LLC and Geovic Mining Corp.
10.2	Registration Rights Agreement, dated July 22, 2014, between Geovic Mining Corp. and Tangiers Investment Group, LLC.
10.3	Note Purchase Agreement, dated July 22, 2014, between Geovic Mining Corp. and Tangiers Investment Group, LLC.
10.4	4% Convertible Promissory Note, dated July 22, 2014, issued by Geovic Mining Corp. to Tangiers Investment Group, LLC.

~~EXHIBIT INDEX~~3

~~Exhibit No. Description~~SIGNATURES

~~16.1~~Pursuant to ~~Letter~~the ~~from~~requirements ~~Ernst~~of &the ~~Young~~Securities ~~LLP,~~Exchange ~~dated~~Act ~~January~~of 231934, ~~2014~~the ~~addressed~~registrant has duly caused this report to ~~United~~be ~~States~~signed ~~Securities~~on ~~Exchange~~its ~~Commission~~behalf by the undersigned hereunto duly authorized.

4Date:August 8, 2014

				GEOVIC MINING CORP.


				By: /s/ Michael T. Mason
				Name: Michael T. Mason
				Title: Chairman of the Board and
				Chief Executive Officer

EXHIBIT INDEX

Exhibit No. Description

10.1	Securities Purchase Agreement, dated July 22, 2014, between Tangiers Investment Group, LLC and Geovic Mining Corp.
10.2	Registration Rights Agreement, dated July 22, 2014, between Geovic Mining Corp. and Tangiers Investment Group, LLC.
10.3	Note Purchase Agreement, dated July 22, 2014, between Geovic Mining Corp. and Tangiers Investment Group, LLC.
10.4	4% Convertible Promissory Note, dated July 22, 2014, issued by Geovic Mining Corp. to Tangiers Investment Group, LLC.

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