~~Table~~UNITED ofSTATES ~~Contents~~

~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE~~20549 ~~COMMISSION~~

~~Washington,~~FORM ~~D.C.~~10-Q ~~20549~~

~~FORM~~(Mark ~~10-Q~~ One)

~~(Mark~~x QUARTERLY ~~One~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

xFor ~~QUARTERLY~~the ~~REPORT~~quarterly ~~PURSUANT~~period TOended ~~SECTION~~September 30, 2014 ~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~OR ~~the quarterly period ended June 30, 2014~~

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨Commission ~~TRANSITION~~File ~~REPORT~~Number ~~PURSUANT~~000-52646 ~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Commission~~GEOVIC ~~File~~MINING ~~Number~~CORP. ~~000-52646~~

~~GEOVIC~~(Exact name ~~MINING~~of ~~CORP.~~registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


DELAWARE	20-5919886
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

5500 E. Yale Ave. Suite 302 Denver, Colorado	80222
(Address of principal executive offices)	(Zip Code)

DELAWARE		20-5919886
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
5500 E. Yale Ave. Suite 302 Denver, Colorado		80222
(Address of principal executive offices)		(Zip Code)

(303) 476-6455

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

Indicate by check mark whether the registrant: (~~Registrant’s~~1) has ~~telephone~~filed ~~number,~~all reports ~~including~~required ~~area~~to ~~code~~be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to the filing requirements for the past 90 days: Yes x No ¨

Indicate by check mark whether the registrant: ~~(1)~~ has ~~filed~~submitted electronically ~~all~~and ~~reports~~posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section 13~~posted orpursuant ~~15(d)~~to ofRule ~~the~~405 of ~~Securities~~Regulation ~~Exchange~~S-T ~~Act~~(§ 232.405 of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports);~~ and ~~(2) has been subject to the filing requirements for the past 90~~post ~~days:~~such files). Yes x No ¨

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated ~~posted~~filer, onan ~~its~~accelerated ~~corporate~~filer, ~~Web~~a non-accelerated ~~site~~filer, ifor ~~any,~~a ~~every~~smaller ~~Interactive Data~~reporting ~~File~~company. ~~required~~See todefinitions beof “large ~~submitted~~accelerated ~~and~~filer,” ~~posted~~“accelerated ~~pursuant~~filer” toand ~~Rule~~“smaller ~~405~~reporting ofcompany” in ~~Regulation~~Rule S12b-T2 ~~(§ 232.405~~ of ~~this chapter) during~~ the ~~preceding~~Exchange 12Act: ~~months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨~~

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an¨ ~~accelerated~~Accelerated filer, a¨ ~~non~~Non-accelerated filer, or¨ a(Do ~~smaller reporting~~not ~~company.~~check ~~See~~if ~~definitions~~a ~~of “large accelerated filer,” “accelerated filer” and “~~smaller reporting company”) inSmaller ~~Rule~~reporting ~~12b-2~~company ~~of the Exchange Act:~~ x

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~whether ~~filer~~the ¨registrant ~~Non-accelerated~~is ~~filer~~a ¨shell company (Doas defined ~~not~~in ~~check~~Rule if12b-2 aof ~~smaller~~the ~~reporting company~~Exchange Act) ~~Smaller reporting company~~ : Yes ¨ No x

Indicate bythe ~~check~~number ~~mark~~of ~~whether~~shares ~~the~~outstanding of ~~registrant~~each isof athe ~~shell~~issuer’s ~~company~~classes ~~(as~~of ~~defined~~common instock, ~~Rule~~as ~~12b-2~~ of the ~~Exchange~~latest practicable ~~Act)~~date: ~~Yes ¨ No x~~

~~Indicate~~110,682,589 ~~the~~Shares ~~number~~ of ~~shares~~Common ~~outstanding~~Stock, of$0.0001 ~~each~~par ofvalue, were ~~the~~outstanding ~~issuer’s~~at ~~classes of common stock~~December 14, as2014 ~~of the latest practicable date:~~

~~106,719,602~~Geovic ~~Shares of Common Stock, $0~~Mining Corp.~~0001 par value, were outstanding at August 8, 2014~~

~~Table~~(an exploration ofstage ~~Contents~~company)

~~Geovic~~FORM ~~Mining~~10-Q ~~Corp.~~

~~(an~~For ~~exploration~~the Three ~~stage~~and ~~company)~~Nine Months Ended September 30, 2014

~~FORM~~INDEX ~~10-Q~~

For the Three and Six Months Ended June 30, 2014


	PART I—FINANCIAL INFORMATION

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	3

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29

ITEM 4.	CONTROLS AND PROCEDURES	29

	PART II—OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	32

ITEM 1A.	RISK FACTORS	32

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	33

ITEM 4.	MINE SAFETY DISCLOSURES	33

ITEM 5.	OTHER INFORMATION	33

ITEM 6.	EXHIBITS	34

	SIGNATURES	35

~~INDEX~~ 2

	PART I—FINANCIAL INFORMATION
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	27
ITEM 4.	CONTROLS AND PROCEDURES	27
	PART II—OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	28
ITEM 1A.	RISK FACTORS	28
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	29
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	29
ITEM 4.	MINE SAFETY DISCLOSURES	29
ITEM 5.	OTHER INFORMATION	29
ITEM 6.	EXHIBITS	30
	SIGNATURES	31

4. EXPLORATION COSTS

2Exploration costs relate to the search for mineral deposits with economic potential. Exploration costs are expensed as incurred. GeoCam gained exclusive rights for the exploitation of the cobalt and nickel deposits with the granting of a Mining Convention by the government of Cameroon on August 1, 2002. The Mining Convention grants GeoCam the exclusive rights to mine, process, and export cobalt, nickel and related substances from lands subject to a Mining Permit, which was granted by decree on April 11, 2003. The Mining Convention, which has a primary term of 25 years, sets forth all legal and fiscal provisions governing the mining operation. It is renewable under certain conditions in 10-year increments for the life of the resource. In addition to exploration through GeoCam, our other projects provide opportunities for future growth through grassroots exploration. The following is a summary of the exploration costs incurred by the Company:


	Three Months Ended		Nine Months Ended		Unaudited Period from November 16, 1994 (inception) to September 30, 2014
	September 30, 2014	September 30, 2013	September 30, 2014	September 30, 2013
Cameroon Africa:
Property evaluation.....................................................................	$ 94	$ 192	$ 318	$ 440	$ 54,653
Office costs...................................................................................	221	249	739	901	33,488

	315	441	1,057	1,341	88,141

Other Projects:
Colorado/Wyoming....................................................................	—	—	—	—	2,070
Arizona..........................................................................................	—	(2)	232	128	2,149
New Mexico..................................................................................	—	2	(299)	3	431
New Caledonia.............................................................................	19	243	48	392	3,681
Papua New Guinea......................................................................	5	18	21	47	421
Other..............................................................................................	—	—	—	—	457

	24	261	2	570	9,209

Total Exploration Costs...........................................................	$ 339	$ 702	$ 1,059	$ 1,911	$ 97,350

~~Part I—Financial Information~~ 11

5. PROPERTY, PLANT AND EQUIPMENT, NET

~~Item~~Property, 1.plant ~~Condensed~~and ~~Consolidated~~equipment ~~Financial~~consisted ~~Statements~~of the ~~(unaudited)~~following:

Geovic Mining Corp.


	September 30, 2014	December 31, 2013
Cameroon, Africa:
Machinery and equipment.....................................................	$ 857	$ 2,990
Vehicles......................................................................................	566	811
Buildings....................................................................................	280	280
Furniture and equipment........................................................	459	459

	2,162	4,540
Less accumulated depreciation..................................	(1,990 )	(3,562 )

	172	978

United States and Other:
Machinery and equipment.....................................................	$ 53	$ 235
Vehicles......................................................................................	-	53
Furniture and equipment........................................................	413	432

	466	720
Less accumulated depreciation..................................	(450)	(520 )

	16	200

	$ 188	$ 1,178

During the quarter ended March 31, 2014 the Company put in place a plan to dispose, by sale, at auction/bid, of certain machinery and equipment in Cameroon due to the adverse changes in the business circumstances of the Company and current usage levels of the machinery and equipment. The specific assets are mainly vehicles, machinery and equipment and were reclassified as Assets Held for Sale on the condensed consolidated balance sheet at the net book value of $643 during the nine months ended September 30, 2014. We ceased depreciation on the assets at the specific time they were reclassified. During the nine months ended September 30, 2014 the Company sold $76 (annet ~~exploration~~book ~~stage~~value) ~~company~~of this equipment for proceeds of $242. During the nine months ended September 30, 2014 the Company also sold $22 (net book value) of other assets for proceeds of $34.

~~CONDENSED~~During ~~CONSOLIDATED~~the ~~BALANCE~~year ~~SHEETS~~ended December 31, 2013 the Company recognized an impairment charge of $0.3 million on assets with a fair value of $0.6 million. While the Company continually evaluates the recovery of its assets, the Company determined that an impairment was appropriate in 2013 due to the adverse changes in the financial and business circumstances of the Company. The impairment was based on a review of the individual assets considering future cash flows and management’s best estimate of recoverable amounts. The majority of the impairment related to assets in Cameroon of $279 due to the uncertainty of the timing of cash flows from a strategic transaction. The remainder related to corporate assets in the United States.

~~(Unaudited~~The fair value was based on a consideration of future cash flows and management judgment using Level 3 inputs under ASC 820. Because of possible future adverse changes in the financial and business circumstances of the Company, it is reasonably possible that the estimate of fair value may change in ~~thousands~~the ~~except~~near ~~per~~term ~~share~~resulting ~~amounts)~~in the need to further adjust our determination of fair value.

	June 30,2014			December 31,2013
ASSETS
Current assets:
Cash and cash equivalents	$	99		$	181
Restricted cash		194			324
Prepaid expenses		99			67
Assets held for sale [note 5]		283			—
Other		62			15
Total current assets		737			587
Property, plant and equipment, net [note 5]		596			1,178
Deposits		20			28
Total assets	$	1,353		$	1,793
LIABILITIES
Current liabilities:
Accrued liabilities and other payables [note 6]	$	3,097		$	1,067
Accrued payroll and related [note 6]		1,497			744
Short-term debt [note 7]		1,439			664
Accrued litigation [note 17]		250			250
Related party payable [note 16 (b)]		360			328
Total current liabilities		6,643			3,053
Other liabilities		471			471
Total liabilities		7,114			3,524
Commitments and contingencies [note 17]
EQUITY
Common stock, par value of $0.0001, 200 million shares authorized and 106.7 million and 106.7 million shares issued and outstanding in 2014 and 2013, respectively		11			11
Additional paid-in capital		110,581			110,581
Deficit accumulated during the exploration stage		(124,496	)		(120,794	)
Total controlling stockholders’ equity (deficit)		(13,904	)		(10,202	)
Noncontrolling interest [note 12]		8,143			8,471
Total equity (deficit)		(5,761	)		(1,731	)
Total liabilities and equity	$	1,353		$	1,793

There was no rental income in the three months and nine months ended September 30, 2014. During the three and nine months ended September 30, 2013, GeoCam rented idle equipment to a third party and recorded $9 and $91 as other income in our condensed consolidated statements of operations as a result of this transaction.

~~The~~6. ~~accompanying~~ACCRUED ~~notes~~LIABILITIES ~~are~~AND anOTHER ~~integral~~PAYABLES/ACCRUED PAYROLL ~~part~~AND ofRELATED ~~these financial statements~~

3The Company has entered into agreements with certain consultants to defer a portion of their fees pending the closing of a strategic partner transaction. As at September 30, 2014 the deferred fees were $227 (December 31, 2013—$105). The deferred fees are included in Accrued liabilities and other payables on the condensed consolidated balance sheets, however such amounts will not be paid or impact the cash position until one month after the closing of a strategic partner transaction involving the Company’s interest in the Cameroon project,

~~Table~~The Company has also deferred Directors’ fees pending the closing of ~~Contents~~a strategic partner transaction and/or a significant financing. As at September 30, 2014 the deferred fees were $164 (December 31, 2013—$72). The deferred fees are included in

~~Geovic Mining Corp.~~ 12

~~(an~~Accrued liabilities ~~exploration~~and ~~stage~~other ~~company~~payables on the condensed consolidated balance sheets, however such amounts will not be paid or impact the cash position until the earlier of: a) receipt of proceeds from JXTC from the sale of our interest in the Cameroon project or, b) receipt of proceeds from a significant financing in an amount expected to be sufficient to cover the Company’s cash requirement for at least six months.

~~CONDENSED~~The ~~CONSOLIDATED~~Company ~~STATEMENTS~~has OFalso ~~OPERATIONS~~entered into agreements with certain employees to defer a portion of their salaries pending the closing of a strategic partner transaction or other events. The deferred salaries and related employee benefits were equal to $640 as at September 30, 2014 (December 31, 2013—$263). The agreements further provide for an additional incentive of 100%—200% of the deferral and related employee benefits and as at September 30, 2014 the deferral incentives and related employee benefits were $1,236 (December 31, 2013—$481). The total of deferred salaries and deferral incentives and related employee benefits of $1,876 (December 31, 2013—$744) is included in Accrued payroll and related on the condensed consolidated balance sheets, however such amounts will not be paid or impact the cash position until the earlier of: a) receipt of proceeds from JXTC or from any other entity from the sale of our interest in the Cameroon project, b) consummation of the acquisition of the Company by another company, c) receipt of proceeds from a significant financing in an amount expected to be sufficient to cover the Company’s cash requirement for at least six months, or d) March 14, 2014 (related to the deferrals from August 2013 to January 2014 which are not subject to a forbearance agreement or June 15, 2015 for those which are subject to a forbearance agreement) or March 14, 2015 (related to the deferrals from February 2013 forward).

~~(Unaudited~~As of March 14, 2014 none of the foregoing events had occurred and the Company was not in ~~thousands~~a financial position to pay the salary deferrals and incentives. Accordingly in March 2014 the Company sought forbearance agreements, ~~except~~which ~~share~~would extend the March 14, 2014 deadline to a future date, from the employees who had deferred a portion of their salaries and ~~per~~the employees ~~share~~agreed ~~amounts)~~to consider entering into such agreements. Three of these agreements have been finalized and one has not.

	Three months ended June 30,						Six months ended June 30,						Unaudited Periodfrom Nov. 16, 1994(inception) toJune 30, 2014
	2014			2013			2014			2013
EXPENSES (INCOME)
Exploration costs [note 4]	$	275		$	529		$	720		$	1,209		$	97,011
General and administrative		1,109			1,190			2.208			2,481			52,244
Stock-based compensation [note 8]		—			—			—			4			18,701
Change in fair value of warrants		—			—			—			—			(675	)
Interest and bank charges		646			3			1,027			7			1,568
Depreciation		84			194			201			398			5,385
Property, plant and equipment impairment		—			—			—			—			309
Mineral property impairment		—			—			—			—			3,244
Total Expenses		2,114			1,916			4,156			4,099			177,787
Other Income		—			(34	)		—			(82	)		(1,894	)
(Gain)/Loss on disposal of asset		(126	)		(28	)		(126	)		(27	)		233
Interest income		—			—			—			—			(4,861	)
Net loss before income taxes		(1,988	)		(1,854	)		(4,030	)		(3,990	)		(171,265	)
Income tax benefit [note 13]		—			—			—			—			(65	)
Consolidated net loss		(1,988	)		(1,854	)		(4,030	)		(3,990	)		(171,200	)
Less: Net loss attributed to the noncontrolling interest		(112	)		(208	)		(328	)		(450	)		(32,710	)
Net loss attributed to Company stockholders	$	(1,876	)	$	(1,646	)	$	(3,702	)	$	(3,540	)	$	(138,490	)
Net loss per share attributed to Company common stockholders	$	(0.02	)	$	(0.02	)	$	(0.03	)	$	(0.03	)
Weighted average shares outstanding basic and diluted		106,719,602			106,639,602			106,719,602			106,639,602

7. SHORT-TERM DEBT

~~The~~Note ~~accompanying~~Purchase ~~notes are an integral part of these financial statements~~ Agreements

4During 2014 and 2013 the Company entered into note purchase agreements (each a “Note Purchase Agreement” and collectively the “Note Purchase Agreements”) with a number of parties, identified below, (each a “Purchaser”). Pursuant to the Note Purchase Agreements, the Company agreed to issue promissory notes (each a “Note” and collectively the “Notes”) to the Purchasers in the aggregate principal amount of $1,398 as at September 30, 2014 (December 31, 2013—$605) in consideration of the payment by each Purchaser of a purchase price equal to the principal amount of such Purchaser’s respective Note.

~~Table~~Each Note matures one year from the date of ~~Contents~~issuance at which time the outstanding principal amount of each Note and all accrued and unpaid interest thereon is due and payable by the Company. Interest accrues on the outstanding principal balance of each Note at the rate of 200% per annum on the Notes issued in 2013 and January 2014; 300% per annum on the Notes issued from February to August 2014 and 36% per annum on the Notes issued in September 2014. The Company was unable to repay the amounts which became due on September 30, 2014 and subsequent and have amended the September, October and November 2014 Notes to 1% interest per month and extending the maturity to 18 months from the date of issuance. The amendments were agreed to effective as of the original maturity date.

~~Geovic~~In ~~Mining~~June ~~Corp~~and September 2014 the Company issued additional notes in the principal amount of $30 under similar terms as noted above except at an interest rate of 150% and due at December 31, 2014.

~~(an~~The ~~exploration~~Company ~~stage~~may prepay each Note, in whole or in part and without penalty, at any time upon 30 calendar days’ prior written notice. The Company is required to prepay each Note, in whole and without penalty, within five business days following the consummation of any acquisition by JXTC or by any other entity of the Company’s 60.5% interest in GeoCam or the consummation of the acquisition of the Company by another company). The Notes contain events of default and other terms and conditions.

~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY~~ 13

~~(Unaudited~~The following table summarizes the principal amounts of the Notes issued and outstanding as of September 30, in2014 ~~thousands~~and December 31, ~~except~~2013 ~~share~~and ~~amounts)~~identifies the parties to which the Notes have been issued:

		Common Stock				Additionalpaid-in capital		Deficit			NoncontrollingInterest			Total
	September 30, 2014	December 31, 2013
		Shares		Amount
Richard G. Buckovic.............................................................	$ 130	$ 100
Balance, December 31, 2012			106,639,602	$	11	$	110,577	$	(113,563	)	$	8,973		$	5,998
Norman C. Rose.....................................................................	30	30
Vesting of restricted stock [note 8]			80,000		—		—		—			—			—
M N Rose Shelter Credit Trust.............................................	40	40
Stock-based compensation [note 8]			—		—		4		—			—			4
Paul D. Rose............................................................................	60	60
Noncontrolling interest contribution			—		—		—		—			478			478
Dragon’s Fire Investments LLC..........................................	275	225
Net loss for year			—		—		—		(7,231	)		(980	)		(8,211	)
Thorne Bush Investments LLC...........................................	648	150
Balance, December 31, 2013			106,719,602	$	11	$	110,581	$	(120,794	)	$	8,471		$	(1,731	)
Airlie Road Investors LLC....................................................	75	—
Net loss			—		—		—		(3,702	)		(328	)		(4,030	)
David/Bette McKibben.........................................................	50	—
Balance, June 30, 2014			106,719,602	$	11	$	110,581	$	(124,496	)	$	8,143		$	(5,761	)
John/Jean Anderson..............................................................	20	—
Bill Shaffer..............................................................................	35	—
Decker JE Halstead, Revocable Living Trust....................	25	—
Rodney/Eileen Phillips........................................................... ..............................................................................................	10	—
Fintech Limited.......................................................................	30	—
Total Short-Term Debt Notes............................................	$ 1,428	$ 605

The ~~accompanying~~following ~~notes~~table ~~are~~summarizes the anamended ~~integral~~maturity ~~part~~dates of ~~these~~the ~~financial~~Notes ~~statements~~issued and outstanding as of September 30, 2014 and December 31, 2013:


	September 30, 2014	December 31, 2013
September 30, 2014...................................................................	$ —	$ 120
October 31, 2014........................................................................	—	110
November 30, 2014...................................................................	—	125
December 31, 2014....................................................................	280	250
January 31, 2015.......................................................................	125	—
February 28, 2015......................................................................	150	—
March 31, 2015..........................................................................	170	—
April 30, 2015.............................................................................	255	—
May 31, 2015.............................................................................	355	—
June 30, 2015..............................................................................	50	—
August 31, 2015.........................................................................	13	—
September 30, 2015...................................................................	30	—

Total Short-Term Debt Notes................................................	$ 1,428	$ 605

~~Table~~Securities ofPurchase ~~Contents~~Agreement

~~Geovic~~On ~~Mining~~July 22, ~~Corp~~2014, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”), registration rights agreement (the “Registration Rights Agreement”) and note purchase agreement (the “Note Purchase Agreement”), in each case with Tangiers Investment Group, LLC (“Tangiers”).

Pursuant to the Securities Purchase Agreement, Tangiers has committed to purchase up to $3.0 million of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from time to time upon the Company’s advance written request over the course of a 36 month commitment period (the “Commitment Period”), contingent on the Company filing and obtaining an ~~exploration~~effective ~~stage~~registration ~~company~~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 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.

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~ 14

~~(Unaudited~~The Securities Purchase Agreement also requires that the Company issue to Tangiers restricted Common Stock equal to 2.5% of Tangier’s $3.0 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 the Securities Purchase Agreement and the second tranche due 60 days following the execution of the Securities Purchase Agreement. The number of shares of restricted Common Stock issuable in ~~thousands)~~each tranche is calculated by dividing the dollar amount of each tranche by the average volume weighted average trading price of the Common Stock during the five business days preceding the date on which the shares for such tranche are due to be issued. The Company issued 3,962,987 common shares during the third quarter pursuant to the agreement.

	Three monthsended June 30,						Six monthsended June 30,						Unaudited Periodfrom Nov. 16, 1994(inception) toJune 30, 2014
	2014			2013			2014			2013
OPERATING ACTIVITIES
Consolidated net loss	$	(1,988	)	$	(1,854	)	$	(4.030	)	$	(3,990	)	$	(171,200	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		84			194			201			398			5,385
Stock-based compensation expense		—			—			—			4			18,701
Change in fair value of warrants		—			—			—			—			(675	)
(Gain)/Loss on disposal of assets		(126	)		(28	)		(126	)		(27	)		233
Property, plant and equipment impairment [note 5]		—			—			—			—			309
Write-off of mineral leases		—			—			—			—			3,244
Changes in non-cash operating working capital:
Decrease (increase) in restricted cash		42			92			130			82			(194	)
Decrease (increase) in prepaid expenses		(5	)		9			(32	)		196			(99	)
Decrease (increase) in other assets		(43	)		10			(47	)		10			(62	)
Decrease (increase) in deposits		8			(1	)		8			(28	)		(20	)
Increase (decrease) in accrued liabilities and other payables		1,039			(9	)		2,030			(165	)		3,097
Increase in accrued payroll and related		365			—			753			—			1,497
Increase in accrued litigation		—			—			—			—			250
Increase (decrease) in other liabilities		—			—			—			—			471
Increase (decrease) in related party payable		—			(29	)		32			(29	)		360
Cash used in operating activities		(624	)		(1,616	)		(1,081	)		(3,549	)		(138,703	)
INVESTING ACTIVITIES
Purchases of property, plant and equipment		—			—			—			(9	)		(7,191	)
Proceeds on sale of assets		224			31			224			31			384
Acquisition of mineral leases		—			—			—			—			(3,244	)
Cash provided by (used in) investing activities		224			31			224			22			(10,051	)
FINANCING ACTIVITIES
Increase in short-term debt		450			—			775			—			1,439
Noncontrolling interest contribution		—			157			—			318			40,853
Proceeds from issuance of common stock and preferred stock		—			—			—			—			95,589
Cash paid to rescind exercise of stock options		—			—			—			—			(15	)
Proceeds from issuance of stock warrants		—			—			—			—			16,168
Proceeds from exercise of stock options and warrants		—			—			—			—			2,564
Stock issue costs		—			—			—			—			(7,745	)
Cash provided by financing activities		450			157			775			318			148,853
Net increase (decrease) in cash		50			(1,428	)		(82	)		(3,209	)		99
Cash, beginning of period		49			2,478			181			4,259			—
Cash, end of period	$	99		$	1,050		$	99		$	1,050		$	99

Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file with the SEC a registration statement on Form S-1 or on such other form as is available and to cause such registration statement to be declared effective by the SEC prior to the first sale to Tangiers of the Company’s Common Stock pursuant to the Securities Purchase Agreement.

~~The~~Pursuant ~~accompanying~~to ~~notes~~the ~~are~~Note anPurchase ~~integral~~Agreement, ~~part~~the Company agreed to issue a 4% convertible promissory note (the “Convertible Note”) to Tangiers, in the original principal amount of ~~these~~$44 ~~financial~~, ~~statements~~in consideration of the payment by Tangiers of a purchase price equal to $40 , with $4 retained by Tangiers as original issue discount for due diligence, document preparation and legal expenses in connection with the transactions contemplated by the Note Purchase Agreement. The Company issued the Convertible Note on July 22, 2014.

6The 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. The Convertible 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.

~~Table~~The Convertible Note contains certain events of default, ~~Contents~~including with respect to defaults in payment obligations, the commencement of bankruptcy proceedings and certain failures relating to the listing, trading and bid price of the Company’s Common Stock, the occurrence of which may result in acceleration of the Company’s obligation to pay the outstanding principal amount of the Convertible Note and all accrued and unpaid interest thereon. Upon the occurrence and during the continuance of any event of default, additional interest will accrue at the rate equal to the lower of 20% per annum or the highest rate permitted by law and liquidated damages will accrue at the rate of $1 per day. In the event of any acceleration following an event of default, the amount due and owing to Tangiers under the Convertible Note will be increased to 150% of the outstanding principal amount of the Convertible Note plus all accrued and unpaid interest, fees and liquidated damages, if any.

~~Geovic Mining Corp.~~ Promissory Note

On October 10, 2013 the Company and The Joe Scott Group (an“JS ~~exploration~~Group”) ~~stage~~entered ~~company~~into a promissory note whereby the JS Group provided the Company with $59 to establish a certificate of deposit for financial assurance in favor of the State of New Mexico related to surface disturbance on the WMJV properties. The certificate of deposit was established on November 4, 2013 (see Note 14).

~~NOTES~~8. TOSTOCK ~~CONDENSED~~BASED ~~CONSOLIDATED~~COMPENSATION ~~FINANCIAL STATEMENTS~~

~~(dollars~~Stock inoptions ~~thousands, except per share amounts or as otherwise stated)~~

1The Company adopted a stock option plan which was amended in June 2007, 2008 and 2009 (the “Company Option Plan”), under which 18,700,000 Company shares were reserved for issuance upon exercise of options granted under the Company Option Plan. ~~NATURE~~The OFCompany ~~BUSINESS~~Option ~~AND~~Plan ~~CONTINUANCE~~is OFintended ~~OPERATIONS~~to provide a means whereby the Company and its subsidiaries can attract, motivate and retain key employees, consultants, and service providers who can contribute materially to the Company’s growth and success, and to facilitate the acquisition of shares of the Company’s common stock. The Company Option Plan provides for incentive stock options meeting the requirements of Section 422 of the Internal Revenue Code and nonqualified stock options that do not meet the requirements for incentive stock options. The Company Option Plan requires the option exercise price per share purchasable under the option to be equal to the greater of the closing price of the Company’s common shares on the Toronto Stock Exchange the day before or date of grant for all nonqualified stock options and incentive stock options. The Company has historically issued new shares when share-based awards are exercised. The following table and related information summarizes the Company’s stock options and the stock option activity for the three months ended September 30, 2014:

Geovic Mining Corp. (the “Company”) is incorporated under the laws of the state of Delaware. The Company owns 100% of the shares of Geovic, Ltd. (“Geovic”), a company that has been in the exploratory stage since its inception on November 16, 1994. The Company is an exploration stage company that is identifying mineral properties through its subsidiaries. As an exploration stage entity we would require further technical analysis and financing in order to bring our properties into development. 15

As at June 30, 2014 our common stock was traded on the Toronto Stock Exchange (“TSX”) under the symbol GMC.TO. The Company’s shares were delisted from the TSX at the close of business on July 25, 2014 and commenced trading on the NEX, a separate trading board of the TSX Venture Exchange at the open of business on July 28, 2014 under the symbol “GMC.H”. Our common stock is also traded on the over-the-counter bulletin board (“OTC-BB”) under the symbol: “GVCM”.


	Options Outstanding			Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (000’s)
	Options Available for Grant	Number Outstanding	Weighted Average Exercise Price per Share*	Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (000’s)
Available and outstanding at December 31, 2013.....	8,618,801	10,081,199	$ 0.91
Granted.................................................................................	—	—	—
Exercised...............................................................................	—	—	—
Forfeited................................................................................	620,000	(620,000 )	0.72
Expired..................................................................................	—	—	—

Available and outstanding at September 30, 2014....	9,238,801	9,461,199	$ 0.91	3.30	$ —

Exercisable at September 30, 2014...............................		9,461,199	$ 0.91	3.30	$ —
Vested or expected to vest at September 30, 2014.....		9,461,199	$ 0.91	3.30	$ —

~~Geovic~~* Some isof ~~engaged in~~ the ~~business~~options ofare ~~exploring~~granted ~~for~~with ~~cobalt,~~Canadian ~~nickel~~dollar ~~and related minerals through its majority-owned (60.5%) subsidiary,~~exercise ~~Geovic Cameroon~~prices, ~~PLC (“GeoCam”), a financially dependent public limited company duly organized~~ and ~~incorporated~~the ~~under~~weighted ~~the~~average ~~laws~~prices ofreflect the ~~Republic~~U.S. ofdollar ~~Cameroon~~equivalent prices.

The ~~Company~~following isstock ~~also~~option ~~engaged~~grants ~~in the worldwide exploration of energy and mineral resources directly or indirectly through its ownership of~~were ~~Geovic~~issued ~~Energy~~by ~~Corp. and Geovic Mineral Sands Corp., formed in 2007 and 2009, respectively, under~~ the ~~laws~~Company ofduring the ~~State~~nine ofmonths ~~Colorado,~~ended ~~and Geovic France SAS~~September 30, ~~formed~~2014 ~~in December 2008 under the laws of France,~~ and ~~Geovic Nouvelle-Calédonie SAS,~~ ~~formed~~2013 inrespectively: ~~March 2009 under the laws of New Caledonia, and Geovic PNG Limited, formed in May 2012 under the laws of Papua New Guinea.~~

~~As an~~• The ~~exploration~~Company ~~stage~~did ~~company,~~not wegrant ~~have~~any aoptions ~~history~~under ~~of losses, deficits and negative operating cash flows and will continue to incur losses in~~ the ~~future.~~Company Option WePlan ~~continue~~during to2014 ~~evaluate our cash position~~ and ~~cash utilization~~2013. ~~Our~~During ~~ability to access additional financing will be critical to our financial condition as we attempt to obtain proceeds from~~ the ~~sale,~~three ~~joint~~months ~~venture,~~ended ~~farm-out~~September 30, ~~or similar-type transaction involving one or more of our exploration prospects, the most significant of which is our 60.5%~~ ~~ownership~~2014 ~~stake in~~ the ~~Nkamouna~~Company ~~Project~~recorded incompensation ~~Cameroon.~~expense ~~Based on the estimated capital and start-up costs~~ of ~~the~~$0 ~~Nkamouna~~relating ~~Project, we presently do not have sufficient capital resources available~~ to ~~meet~~vesting ~~anticipated equity requirements. Our ability to~~of ~~raise~~previous ~~additional~~grants ~~capital for this purpose would depend on a number of factors, many of which would result in significant dilution of our current stockholders~~(2013—$3). ~~Consequently,~~There wewas ~~have~~no ~~been~~unrecognized ~~proactively~~compensation ~~pursuing a strategic investment which, if~~expense ~~successful,~~related ~~would~~to ~~result~~non-vested instock ~~our~~based ~~selling~~compensation ~~some~~granted orunder ~~all of our interest in~~ the ~~Nkamouna~~Company ~~Project~~Option Plan toas aof ~~third~~September 30, ~~party~~2014.

On• The ~~July 23,~~weighted-average ~~2013~~fair ~~the Company~~value ~~announced~~per ~~that~~share itof ~~had~~options ~~agreed~~granted under to the ~~terms and conditions of a Definitive Agreement (“DA”) with Jiangxi Rare Metals Tungsten Holdings Group~~ Company’s ~~Ltd~~Options ~~(“JXTC”)~~Plan ofduring ~~Nanchang,~~2014 ~~Jiangxi~~and ~~Province,~~2013 ~~China.~~was ~~JXTC~~zero isas ano ~~state owned~~options ~~large-scale~~were ~~industrial~~granted. ~~enterprise~~No ~~with~~options ~~significant~~were ~~mining~~exercised ~~and~~in ~~industrial~~the ~~operations~~nine inmonths ~~cobalt,~~ended ~~copper~~September 30, 2014 ~~tungsten,~~resulting ~~and~~in ~~other~~the ~~rare~~total ~~metals.~~intrinsic ~~The~~value ~~terms and conditions~~ of ~~the~~share DAoptions ~~were~~exercised ~~agreed~~of ~~amongst JXTC, Societe Nationale d’Investissement du Cameroun~~$0 (~~“SNI”~~2013—$0),. ~~the~~The ~~National~~total ~~Investment~~cash ~~Corporation~~received offrom ~~Cameroon~~the ~~that~~exercise ~~owns or represents 39.5%~~ of ~~GeoCam,~~stock ~~the~~options ~~Company,~~was ~~Geovic Ltd~~$0 (2013—$0). ~~and GeoCam.~~

~~The~~No ~~transaction~~stock ~~contemplated~~options bywere ~~the~~granted DAduring ~~establishes JXTC’s intent to acquire 60.5% of~~ the ~~existing~~nine ~~shares of GeoCam pursuant to the~~months ~~execution~~ended ~~of a share purchase agreement between JXTC and the Company~~September 30, ~~which~~2014 ~~is expected to be subject to a variety of conditions~~ and ~~approvals,~~2013 ~~many~~resulting ofin ~~which are outside the control of the Company. There is~~ no ~~assurance~~fair ~~that~~value ~~this agreement will be finalized or that the transaction contemplated therein will be completed~~estimates. This proposed transaction would result in the complete disposition of the Company’s interest in GeoCam and the Nkamouna Project. In addition to acquiring 60.5% interest in GeoCam, JXTC would also secure 100% of the mixed cobalt-nickel sulphide product to be produced by the Nkamouna Project.

The DACompany ~~expired on~~estimates ~~March 31,~~expected ~~2014~~forfeitures ~~and as~~ at ~~that~~the grant date ~~the~~and ~~parties~~compensation ~~had~~expense ~~not~~is ~~entered~~recorded ~~into~~only afor ~~share~~those ~~purchase~~awards ~~agreement~~expected to vest. The ~~parties~~estimate ~~to the DA are working on an extension~~ of ~~the~~expected ~~agreement~~forfeitures tois areevaluated ~~future~~at ~~date. There can be no assurance that an extension of~~ the ~~DA will~~balance besheet ~~agreed to among the parties to the DA, that a share purchase agreement will ultimately be entered into or that the transactions contemplated therein will be completed~~date.

WeOption ~~have~~pricing ~~been~~models ~~closely~~require ~~monitoring~~the ~~our~~input ~~fixed~~of ~~and variable costs and have restricted such costs to those expenses~~highly ~~that~~subjective ~~are~~assumptions, ~~necessary~~particularly toas ~~complete activities related~~ to ~~securing a strategic investment for~~ the ~~Nkamouna~~expected ~~Project,~~price tovolatility ~~identify opportunities to generate cash from our existing exploration properties and to obtain additional sources~~ of ~~working capital in~~the ~~support~~market ofvalue ~~such activities. Management and the Board~~ of ~~Directors have implemented a number of cash conservation strategies for~~ the ~~Company~~underlying ~~and GeoCam~~stock. WeChanges ~~have deferred payment of certain expenses and salaries~~ in ~~agreement~~these ~~with~~assumptions ~~the counterparties as~~can ~~disclosed~~materially inaffect ~~Note~~the 6.fair ~~The~~value ~~Company~~estimate ~~has delayed payment of liabilities~~ and ~~has~~therefore ~~accrued,~~it ~~but~~is ~~been~~management’s ~~unable~~view that ~~to fully pay GeoCam payroll and related benefits of approximately $0.2 million for~~ the ~~months~~existing ofmodels ~~April~~do tonot ~~July~~necessarily ~~2014.~~provide Asa ofsingle ~~the~~reliable ~~date~~ measure of ~~filing these liabilities remain outstanding. Due to~~ the ~~delayed~~fair ~~payment~~value of ~~these liabilities~~ the Company’s ~~may~~equity ~~be charged penalties in Cameroon, the amount of which cannot be currently estimated~~instruments.

7Stock awards

~~Table~~The Company adopted the 2010 Company Stock Award Plan (the “Stock Award Plan”) that was approved in June 2010. The Common Stock that may be issued pursuant to Stock Awards shall not exceed 2,000,000 shares of ~~Contents~~Common Stock. The Common Stock subject to the Stock Award Plan shall be authorized and unissued stock. Stock Awards may be granted to Employees, Directors, Officers and Consultants. Stock Awards may be granted as Restricted Stock Awards or Restricted Stock Units.

InDuring ~~May~~the ~~2014~~nine ~~the~~months ~~Company~~ended ~~received~~September 30, ~~notification~~2014 and ~~that~~2013, ~~GeoCam~~we ~~employees~~did ~~were~~not ~~threatening~~grant toany ~~strike~~Restricted asStock ofAwards. ~~May 15~~During 2011, ~~2014~~we ~~unless~~granted 210,000 ~~all~~Restricted ~~compensation~~Stock ~~arrears~~Awards ~~were~~to ~~been~~certain ~~paid~~members inof ~~their~~the ~~entirety~~executive ~~and health~~management ~~insurance~~team ~~reinstated.~~and ~~As of~~ the ~~date~~Board of ~~this~~Directors. ~~filing~~The noRestricted ~~formal~~Stock ~~strike~~Awards ~~has~~vest ~~taken~~40% ~~place.~~on ~~The~~the grant ~~Company~~date ~~has~~(January ~~also~~21, ~~been~~2011), ~~unable~~30% toon ~~fully~~the ~~pay~~1st anniversary ~~Geovic~~of ~~Mining~~the ~~Corp.~~grant ~~payroll~~date, and ~~related~~30% ~~benefits~~on ofthe ~~approximately~~2nd anniversary ~~$0.15~~of ~~for~~ the ~~months~~grant ofdate. ~~June~~For ~~and~~the ~~July~~nine ~~2014. Further,~~months ~~effective~~ended ~~August~~September 130, 2014, the Company ~~laid~~recognized ~~off~~compensation ~~three~~expense ~~non-executive~~of ~~employees.~~$0 ~~These employees have not been paid July 2014 payroll,~~ (2013—$1) related to ~~benefits~~the ~~and~~Restricted ~~unused~~Stock ~~vacation pay~~Awards.

As we are seeking to realize value for the Cameroonian assets, we have shifted the Company’s focus to a prospect generation and strategic investment business model. Since our position in GeoCam would likely be significantly diminished or completely eliminated through strategic investment, the future direction for the Company will be to identify new exploration prospects, minimally develop and prioritize existing and new prospects, and sell or joint venture further exploration and development of those prospects to others. The Company intends to take prospects to a level where they can be timely monetized through strategic investments by others who have the resources to complete advanced exploration, permitting and development. 16

~~Our~~Also ~~consolidated~~during ~~unrestricted cash~~the ~~balance~~nine atmonths ~~June~~ended September 30, 2014 ~~was~~and ~~approximately~~2013, ~~$99.~~we Wedid ~~are~~not ~~endeavoring~~grant toany ~~arrange~~Restricted ~~financing~~Stock ~~which~~Units. ~~would~~During ~~allow~~2011, uswe granted 180,000 Restricted Stock Units to ~~continue~~certain ~~work~~members onof ~~our~~the ~~mineral~~Board ~~projects~~of Directors. ~~and~~The ~~pay~~Restricted ~~our~~Stock ~~transaction~~Units ~~and~~vested ~~other~~on ~~expenses~~the first anniversary of the grant date. IfThe weshares are ~~unable~~issued to ~~arrange~~the ~~adequate~~recipient on the earlier of their ~~financing,~~termination wedate ~~may~~or ~~seek~~on tothe ~~further~~third ~~reduce~~anniversary ~~our~~of ~~operations~~the ~~while~~grant wedate. ~~continue~~During ~~efforts~~the tonine months ~~monetize~~ended ~~our~~September 30, ~~investment~~2014 inno ~~GeoCam~~shares were issued. During the year ended December 31, or2013, we80,000 ~~may~~shares ~~cease~~were ~~operations~~issued ~~which~~to ~~could~~two ~~include~~members aof ~~bankruptcy~~the Board ~~filing~~of Directors who did not stand for re-election. ~~Unless~~For wethe ~~arrange~~nine ~~additional~~months ~~financing~~ended September 30, we2014 ~~expect~~and to2013, ~~nearly~~the Company recognized no compensation ~~exhaust~~expense ~~our~~as ~~cash~~they were fully expensed during ~~August~~2012 ~~2014~~related to the Restricted Stock Units.

During 2014 and 2013 the Company entered into note purchase agreements (each a “Note Purchase Agreement” and collectively the “Note Purchase Agreements”) with a number of parties, identified below, (each a “Purchaser”)9. Pursuant to the Note Purchase Agreements, the Company agreed to issue promissory notes (each a “Note” and collectively the “Notes”) to the Purchasers in the aggregate principal amount of $1,355 as at June 30, 2014 (December 31, 2013—$605) in consideration of the payment by each Purchaser of a purchase price equal to the principal amount of such PurchaserSTOCKHOLDERS’s ~~respective~~EQUITY ~~Note.~~

~~Each~~Common ~~Note~~stock matures one year from the date of issuance at which time the outstanding principal amount of each Note and all accrued and unpaid interest thereon is due and payable by the Company. Interest accrues on the outstanding principal balance of each Note at the rate of 200% per annum on the Notes issued in 2013 and January 2014 and 300% per annum on the Notes issued from February to June 2014.

InThe ~~June 2014 the~~ Company ~~issued~~is ~~an additional~~authorized ~~note~~to inissue ~~the~~200 million ~~principal~~shares ~~amount~~ of ~~$25~~common stock, ~~under~~with ~~similar~~a ~~terms~~par asvalue ~~noted above except at an interest rate~~ of ~~150%~~$0.0001. ~~and~~There ~~due~~were in110,682,589 ~~six~~shares ~~months~~issued atas ~~December~~of September 3130, 2014.

~~The~~Preferred ~~Company~~stock may prepay each Note, in whole or in part and without penalty, at any time upon 30 calendar days’ prior written notice. The Company is required to prepay each Note, in whole and without penalty, within five business days following the consummation of any acquisition by JXTC or by any other entity of the Company’s 60.5% interest in GeoCam or the consummation of the acquisition of the Company by another company. The Notes contain events of default and other terms and conditions.

The ~~following~~Company ~~table summarizes~~is ~~the~~authorized ~~principal~~to ~~amounts~~issue of50 million ~~the~~shares ~~Notes~~of ~~issued~~preferred stock, ~~and~~with ~~outstanding~~a aspar value of ~~June 30,~~$0.0001. ~~2014~~There ~~and~~are ~~December 31,~~no ~~2013~~shares ~~and~~of ~~identifies~~preferred ~~the~~stock issued ~~parties~~or tooutstanding ~~which~~as ~~the~~of ~~Notes~~September 30, ~~have~~2014. ~~been issued:~~

	June 30,2014		December 31,2013
Richard G. Buckovic	$	130	$	100
Norman C. Rose		30		30
M N Rose Shelter Credit Trust		40		40
Paul D. Rose		60		60
Dragon’s Fire Investments LLC		275		225
Thorne Bush Investments LLC		625		150
Airlie Road Investors LLC		75		—
David/Bette McKibben		50		—
John/Jean Anderson		20		—
Bill Shaffer		25		—
Decker JE Halstead, Revocable Living Trust		25		—
Fintech Limited		25		—
Total Short-Term Debt Notes	$	1,380	$	605

10. DERIVATIVE INSTRUMENTS

8The Company currently does not hold derivative instruments to manage its exposure to commodity prices. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. All derivative financial instruments are recognized on the condensed consolidated balance sheets at fair value. Changes in fair value are recognized in earnings if they are not eligible for hedge accounting or other comprehensive income if they qualify for cash flow hedge accounting.

~~Table~~11. ofFAIR ~~Contents~~VALUE MEASUREMENTS

~~The~~ASC ~~following~~820, ~~table~~Fair ~~summarizes~~Value ~~the~~Measurements ~~maturity~~and ~~dates~~Disclosures, ofdefines fair value as the ~~Notes~~price ~~issued~~that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and ~~outstanding~~establishes asa offair value hierarchy that prioritizes the ~~June 30~~inputs to valuation techniques used to measure fair value. The hierarchy, ~~2014~~as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and ~~December 31,~~the ~~2013:~~lowest priority to unobservable inputs.

	June 30,2014		December 31,2013
September 30, 2014	$	120	$	120
October 31, 2014		110		110
November 30, 2014		125		125
December 31, 2014		275		250
January 31, 2015		125		—
February 28, 2015		150		—
March 31, 2015		50		—
April 30, 2015		145		—
May 31, 2015		230		—
June 30, 2015		50		—
Total Short-Term Debt Notes	$	1,380	$	605

• Level 1, defined as observable inputs such as quoted prices in active markets for identical assets.

~~Our~~• Level ~~near-term~~2, ~~expenses~~defined ~~could~~as beobservable ~~greater~~inputs other than ~~projected~~Level ~~and~~1 prices. weThese ~~may~~include bequoted ~~unable~~prices tofor ~~generate~~similar ~~additional~~assets ~~proceeds through the sale of part~~ or ~~all~~liabilities ~~of our interest~~ in ~~the~~an active ~~Nkamouna~~market, ~~Project~~quoted toprices afor ~~strategic~~identical ~~partner~~assets orand ~~future~~liabilities ~~business~~in ~~transactions~~markets that onare ~~our exploration prospects. We may~~ not ~~be successful in completing such a sale on a timely basis~~active, or ~~in entering into sale or joint venture transactions involving our~~ other ~~exploration~~inputs ~~prospects~~that onare ~~acceptable~~observable ~~terms.~~or ~~Further,~~can ~~possible transactions to raise additional capital through the issuance of equity may not~~ be ~~available and would be dilutive to our~~corroborated ~~stockholders.~~by Ifobservable wemarket ~~are~~data ~~unable~~for tosubstantially ~~obtain additional capital, we will need to seek to further curtail our operations, to~~ the ~~extent~~full ~~possible,~~term inof ~~order to preserve working capital, which could materially harm our business and our ability to achieve cash flow in~~ the ~~future,~~assets ~~and we may need to cease operations, which could include a bankruptcy filing~~or liabilities. ~~Unless we arrange additional financing, we expect to nearly exhaust our cash during August 2014.~~

2.• Level ~~BASIS~~3, OFdefined ~~PRESENTATION~~as ~~AND~~unobservable ~~GOING~~inputs ~~CONCERN~~in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

~~The~~At ~~accompanying~~September 30, ~~interim~~2014 ~~unaudited~~and ~~condensed~~December 31, ~~consolidated financial statements of the Company have been prepared in~~2013, ~~accordance with generally accepted accounting principles in~~ the ~~United~~carrying ~~States~~amounts ~~(“GAAP”)~~of ~~for~~cash ~~interim financial statements~~ and ~~the~~cash ~~instructions~~equivalents, torestricted ~~Form 10-Q~~cash and ~~Article 10 of Regulation S-X and accordingly do not include all disclosures~~trade ~~required~~payables ~~for~~represented ~~annual~~fair ~~financial~~value ~~statements.~~because ~~These interim condensed consolidated financial statements follow the same significant accounting policies and methods~~ of ~~application as~~ the ~~Company’s audited annual consolidated financial statements as included in the Company’s annual report on Form 10~~short-Kterm ~~for~~nature ~~the~~of ~~year ended December 31, 2013 (the “Annual Financial Statements”). The interim condensed consolidated financial statements should be read in conjunction with the Annual~~these ~~Financial Statements~~instruments.

In12. ~~June 2014 the Financial Accounting Standards Board ( “FASB”) issued update 2014~~NON-10CONTROLLING ~~related~~INTEREST to Topic 915 Development Stage Companies which eliminated the requirements to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The update is effective for annual reporting periods beginning after December 15, 2014 and interim periods therein.

~~These~~On ~~financial statements have been prepared on a going concern basis and do not include any adjustments relating to the recoverability and classification of recorded assets~~January 24, or2013 ~~the~~GeoCam ~~amounts~~shareholders ~~and~~approved ~~classifications of liabilities that might be necessary should the Company be unable to continue as~~ a ~~going concern. The Company has limited cash resources and has not established an ongoing~~capital ~~source~~increase ofequivalent ~~revenue sufficient~~ to ~~cover~~approximately ~~operating costs and has incurred losses since inception, which raises substantial doubt about our ability to continue as a going concern~~$1.2 ~~As discussed in Note 1~~million, ~~Nature~~with ~~of Business and Continuance of Operations, we are pursuing a strategic investment which would result in our selling some or all of our interest in~~ the ~~Nkamouna~~capital ~~Project~~ to abe funded ~~third~~with ~~party~~multiple ~~which,~~cash ifcalls. ~~successful,~~Geovic’s ~~could assist us in covering our operating costs through at least December 31, 2014~~60.5% ~~Our~~share ~~ability to continue as a going concern is dependent upon a sale~~ of ~~some or all of our interest in~~ the ~~Nkamouna~~capital ~~Project, entering into sale or joint venture transactions involving our other exploration prospects on~~increase ~~acceptable~~was ~~terms,~~approximately ~~and/or obtaining the necessary financing through the issuance of equity to meet our current obligations arising from normal business operations when they come due~~$0.7 million

InOn ~~the opinion of management~~February 14, ~~all~~2013 ~~adjustments~~the ~~(including~~first ~~normal~~cash ~~recurring~~call ~~accruals) considered necessary for a fair presentation of the~~totaling ~~Company’s~~approximately ~~financial condition have been included~~$0.4 ~~Operating~~million, ~~results for this interim period are not necessarily indicative~~ of ~~the~~which ~~result~~Geovic ~~that~~paid ~~may~~approximately be$0.2 ~~expected for the full year ending December 31~~million, was ~~2014~~completed.

9On April 17, 2013 the second cash call totaling approximately $0.4 million, of which Geovic paid approximately $0.24 million, was completed.

~~Table~~On July 31, 2013 the third cash call totaling approximately $0.4 million, of ~~Contents~~which Geovic paid approximately $0.24 million, was completed.

~~3. LOSS PER SHARE~~ 17

~~Loss~~On ~~per~~October ~~share~~15, is2014 ~~computed~~GeoCam byshareholders approved ~~dividing~~a ~~net~~capital ~~loss~~increase ~~attributed~~equivalent to ~~the~~approximately ~~Company~~$1.0 million. Geovic’s ~~stockholders by the weighted average number~~ ~~of common shares outstanding during the period~~60.5% ~~Stock~~share ~~options will be dilutive when the Company has income from continuing operations and when the average market price~~ of the ~~common~~capital ~~shares~~increase ~~during~~is ~~the~~approximately ~~period exceeds the exercise price of the options and warrants~~$0.6 ~~Due to the net loss attributed to the Company for all periods presented, the stock options have been anti-dilutive and, therefore, not included in the loss per share calculations~~million. ~~All outstanding warrants expired in the second quarter of 2012 and are no longer considered for potential dilution in 2014 or 2013.~~

4On November 15, 2014 the first cash call totaling approximately $0.5 ~~EXPLORATION~~million ~~COSTS~~was called, of which Geovic’s share was approximately $0.3 million. As of the date of filing the cash call had not been funded by either shareholder. Geovic offset its share of the first cash call with charges to Geocam for the provision of the services of a General Manager in the amount of $0.5 million for the period October 1, 2012 to September 30, 2014. An additional $0.2 million will be available to offset a portion of the remainder of the cash call.

~~Exploration~~The ~~costs~~non-controlling ~~relate~~interest tobalance ~~the~~of ~~search for mineral deposits with economic potential. Exploration costs are expensed as~~approximately ~~incurred.~~$8,023 ~~GeoCam~~at ~~gained~~September 30, ~~exclusive~~2014 ~~rights~~(December ~~for~~31, ~~the~~2013—$8,471) ~~exploitation~~represents of the balance ~~cobalt~~from ~~and nickel deposits with~~ the ~~granting~~capital ofincreases acontributed ~~Mining Convention~~ by the ~~government~~non-controlling ofinterest as ~~Cameroon~~described ~~on August 1, 2002~~above. The ~~Mining~~difference ~~Convention~~between ~~grants GeoCam~~ the ~~exclusive~~amounts ~~rights to~~contributed ~~mine, process,~~ and ~~export~~the balance ~~cobalt,~~at ~~nickel and related substances from lands subject to a Mining Permit, which was granted by decree on April~~September 1130, ~~2003.~~2014 ~~The~~represents ~~Mining Convention, which has a primary term of 25 years, sets forth all legal and fiscal provisions governing~~ the ~~mining operation. It is renewable under certain conditions in 10~~non-~~year~~controlling ~~increments~~interest share ~~for the life~~ of the ~~resource.~~actual Inexpenditures ~~addition~~from toJanuary 1, ~~exploration~~2007 through ~~GeoCam~~September 30, ~~our other projects provide opportunities for future growth~~ ~~through grassroots exploration~~2014. ~~The following is a summary of the exploration costs incurred by the Company:~~

	Three Months Ended					Six Months Ended					UnauditedPeriod fromNovember 16, 1994(inception) toJune 30, 2014
	June 30,2014			June 30,2013		June 30,2014			June 30,2013
Cameroon Africa:
Property evaluation	$	104		$	125	$	223		$	247	$	54,558
Office costs		219			293		518			653		33,267
		323			418		741			900		87,825
Other Projects:
Colorado/Wyoming		—			—		—			—		2,070
Arizona		232			22		232			129		2,149
New Mexico		(299	)		1		(299	)		1		431
New Caledonia		15			76		29			149		3,662
Papua New Guinea		4			12		16			30		416
Other		—			—		1			—		458
		(48	)		111		(21	)		309		9,186
Total Exploration Costs	$	275		$	529	$	720		$	1,209	$	97,011

13. INCOME TAXES

10The Company files income tax returns in the U.S. federal jurisdiction, Cameroon, France, New Caledonia and Colorado. The Company has open tax years for the U.S. federal return from 2000 forward with respect to its net operating loss (“NOL”) carry-forwards, where the IRS may not raise tax for these years, but can reduce NOLs. Otherwise, with few exceptions, the Company is no longer subject to federal, state, or local income tax examinations for years prior to 2009. The Company has incurred losses since inception. Due to the full valuation allowance against its net deferred tax asset, management would expect that any adjustment resulting from the audit would not result in an adjustment to the Company’s financial statements. In addition, the Company’s ability to deduct NOL carry-forwards may be subject to a limitation if the Company were to undergo an ownership change for purposes of Section 382 of the Internal Revenue Code of 1986, as amended.

~~Table~~There was no benefit from income taxes in the nine months ended September 30, 2014 and during the same period in 2013. The effective tax rate was 0% for the nine months ended September 30, 2014 and for the same period in 2013. Our effective rates differ from the statutory federal rate of ~~Contents~~35% for certain items, such as state and local taxes, non-deductible expenses, change in valuation allowance offsetting foreign and domestic operating losses and foreign taxes at rates other than 35%.

5The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits in income tax expense. ~~PROPERTY,~~For ~~PLANT~~the ~~AND~~nine months ~~EQUIPMENT~~ended September 30, ~~NET~~2014, the Company recognized no potential interest or penalties with respect to unrecognized tax benefits.

~~Property~~The Company had no unrecognized tax benefit as of September 30, 2014 ~~plant~~or ~~and~~change ~~equipment~~in ~~consisted~~unrecognized tax benefits that would impact the effective rate. The Company does not anticipate a significant change to the total amount of unrecognized tax benefits over the ~~following:~~remainder of the year.

	June 30,2014			December 31,2013
Cameroon, Africa:
Machinery and equipment	$	1,602		$	2,990
Vehicles		811			811
Buildings		280			280
Furniture and equipment		459			459
		3,152			4,540
Less accumulated depreciation		(2,712	)		(3,562	)
		440			978
United States and Other:
Machinery and equipment	$	207		$	235
Vehicles		53			53
Furniture and equipment		414			432
		674			720
Less accumulated depreciation		(518	)		(520	)
		156			200
	$	596		$	1,178

14. JOINT VENTURE

During 2013 the ~~quarter~~Company ~~ended~~entered ~~March 31,~~into ~~2014~~ the ~~Company~~Wind ~~put~~Mountain inJoint ~~place~~Venture (“WMJV”) awith ~~plan~~the toJS ~~dispose,~~Group byfor ~~sale~~exploring, ~~at auction/bid~~defining, ofdeveloping ~~certain machinery~~ and ~~equipment~~marketing inof mining ~~Cameroon~~claims ~~due to~~ the ~~adverse~~Company ~~changes~~owns in ~~the~~New ~~business~~Mexico ~~circumstances~~which ofcommenced ~~the~~work ~~Company~~during ~~and~~the third ~~current~~quarter ~~usage levels~~ of ~~the machinery and equipment~~2013. The ~~specific~~funding ~~assets~~would ~~are~~be ~~all~~provided ~~machinery~~by ~~and~~the ~~equipment~~JS ~~and~~Group ~~were~~in ~~reclassified as Assets~~three ~~Held~~phases ~~for~~and ~~Sale on~~ the ~~condensed~~Company ~~consolidated~~agreed ~~balance~~to ~~sheet~~convey atand ~~the~~transfer ~~net~~all ~~book~~right, ~~value~~title and interest of ~~$359.~~60% Weof ~~ceased depreciation on~~ the ~~assets~~mining ~~upon~~claims ~~reclassification.~~to ~~During~~ the ~~quarter~~JS ~~ended~~Group ~~June 30,~~in ~~2014~~such ~~the~~phases ~~Company sold $76 (net book value) of this equipment~~dependent ~~for~~upon ~~proceeds~~continuation of ~~$190. During~~ the ~~quarter~~project ~~the~~and ~~Company also sold $22 (net book value) of other assets for proceeds of $34~~funding.

~~During~~The ~~the~~agreement ~~year ended~~is ~~December 31,~~considered ~~2013~~a collaborative arrangement between the Company ~~recognized~~and anJS ~~impairment charge of $0~~Group.3 ~~million~~The onCompany’s ~~assets~~accounting ~~with~~policy for acollaborative ~~fair~~arrangements ~~value~~is ofto ~~$0.6~~report ~~million.~~any ~~While~~costs ~~the~~incurred ~~Company~~with ~~continually~~third parties ~~evaluates~~in the ~~recovery~~statement of ~~its~~operations ~~assets,~~and ~~the~~to ~~Company~~evaluate ~~determined~~the ~~that~~income anstatement ~~impairment was~~classification ~~appropriate~~of intransactions ~~2013~~with ~~due~~JS toGroup ~~the~~based ~~adverse~~on ~~changes~~the innature of the ~~financial~~collaborative arrangement’s business operations and ~~business~~the ~~circumstances~~contractual terms of the ~~Company~~arrangement. The ~~impairment~~Company ~~was~~has ~~based~~previously onexpensed aall ~~review~~costs ofrelated to the ~~individual~~New ~~assets~~Mexico ~~considering~~claims and ~~future~~in ~~cash~~accordance ~~flows~~with ~~and~~ASC ~~management’s~~932, ~~best~~Extractive ~~estimate~~Industries, ofhave ~~recoverable~~recorded no ~~amounts~~gain upon conveying the original 60% of the claims. The ~~majority~~transfer of the ~~impairment~~mining claims ~~related~~ to ~~assets~~WMJV inis ~~Cameroon~~considered ofequal ~~$279~~in ~~due~~value to the ~~uncertainty~~funding ofin ~~the~~each ~~timing~~phase ofand ~~cash~~no amounts ~~flows~~appear ~~from~~in athe ~~strategic~~financial ~~transaction~~statements. The ~~remainder~~funding ~~related~~by tothe ~~corporate~~JS ~~assets~~Group, project into ~~the~~date ~~United~~is ~~States~~$72.

~~The~~In ~~fair~~April ~~value~~2014 ~~was~~the ~~based~~Company onand the JS Group entered into a ~~consideration~~letter of ~~future~~agreement ~~cash~~amending ~~flows~~the ~~and~~original ~~management~~agreement, ~~judgment~~whereby ~~using~~the ~~Level~~JS Group 3have ~~inputs~~the ~~under~~option ~~ASC~~to ~~820.~~acquire ~~Because~~an additional 30% of the WMJV mining claims ~~possible~~for ~~future~~a ~~adverse~~total ~~changes~~consideration inof $0.3 million upon the ~~financial~~completion of the first phase of activities and ~~business~~funding ~~circumstances~~related to WMJV. Further, upon payment of the $0.3 ~~Company~~million consideration, itGeovic is ~~reasonably~~to ~~possible~~convey ~~that~~and ~~the~~assign ~~estimate~~90% of ~~fair~~the ~~value~~interest in ~~may~~the ~~change~~mining inclaims to JS Group. Upon the ~~near~~JS ~~term~~Group ~~resulting~~electing into acquire the additional ~~need~~30% from the Company, Geovic shall have an option to ~~further~~reacquire ~~adjust~~15% of ~~our~~the ~~determination~~interest for $150 upon written notice to the JS Group prior to the receipt of ~~fair~~the assay results of the first core sample during the second phase ~~value~~of the project. In April 2014 upon

There was no rental income in the three months and six months ended June 30, 2014. During the three and six months ended June 30, 2013, GeoCam rented idle equipment to a third party and recorded $34 and $82 as other income in our condensed consolidated statements of operations as a result of this transaction. 18

6completion of the first phase of activities and funding, the JS Group elected to exercise such option to acquire an additional 30% for $0.3 ~~ACCRUED~~million ~~LIABILITIES~~for ~~AND~~a ~~OTHER~~total ~~PAYABLES/ACCRUED~~interest ~~PAYROLL~~of 90%. ~~AND~~Upon ~~RELATED~~receipt of the $0.3 million consideration, the Company assigned 90% of the mining claims to the JS Group. The proceeds of $0.3 million were recorded to exploration costs where the original expenditures on the properties were expensed.

~~The~~On ~~Company~~October 10, ~~has~~2013 ~~entered~~the ~~into~~Company ~~agreements~~and ~~with~~the ~~certain~~JS ~~consultants~~Group entered tointo ~~defer~~ a ~~portion~~promissory ofnote ~~their~~whereby ~~fees pending~~ the ~~closing~~JS ofGroup ~~a strategic~~provided ~~partner transaction. As at June 30, 2014~~ the ~~deferred~~Company ~~fees were~~ with $~~181~~59 ~~(December~~to ~~31,~~establish ~~2013—$105).~~a ~~The~~certificate ~~deferred~~of ~~fees~~deposit ~~are~~for ~~included~~financial assurance in ~~Accrued~~favor ~~liabilities and other payables on~~ of the ~~condensed~~State ~~consolidated~~of ~~balance~~New ~~sheets,~~Mexico ~~however~~related ~~such amounts~~to ~~will~~surface ~~not~~disturbance beon ~~paid or impact~~ the ~~cash~~WMJV ~~position~~properties. ~~until~~The certificate ~~one month after the closing~~ of adeposit ~~strategic~~was ~~partner~~established ~~transaction~~on ~~involving~~November 4, ~~the Company’s interest in the Cameroon project~~2013.

~~The Company has also deferred Directors’ fees pending the closing of a strategic partner transaction and/or a significant financing~~15. ~~As at~~POSSIBLE ~~June 30,~~GEOCAM ~~2014~~TRANSACTION the deferred fees were $131 (December 31, 2013—$72). The deferred fees are included in Accrued liabilities and other payables on the condensed consolidated balance sheets, however such amounts will not be paid or impact the cash position until the earlier of: a) receipt of proceeds from JXTC from the sale of our interest in the Cameroon project or, b) receipt of proceeds from a significant financing in an amount expected to be sufficient to cover the Company’s cash requirement for at least six months.

11As disclosed in Note 1, on July 23, 2013 the Company announced that it had agreed to the terms and conditions of a Definitive Agreement (“DA”) with JXTC. JXTC is a state owned large-scale industrial enterprise with significant mining and industrial operations in cobalt, copper, tungsten, and other rare metals. The terms and conditions of the DA were agreed amongst JXTC, SNI (which owns or represents 39.5% of Geovic Cameroon), the Company, Geovic Ltd. and GeoCam.

~~Table~~The transaction contemplated by the DA establishes JXTC’s intent to acquire 60.5% of ~~Contents~~the existing shares of GeoCam pursuant to the execution of a share purchase agreement between JXTC and the Company which is expected to be subject to a variety of conditions and approvals, many of which are outside the control of the Company. There is no assurance that this agreement will be finalized or that the transaction contemplated therein will be completed. This proposed transaction would result in the complete disposition of the Company’s interest in GeoCam and the Nkamouna Project. In addition to acquiring 60.5% interest in GeoCam, JXTC would also secure 100% of the mixed cobalt-nickel sulphide product to be produced by the Nkamouna Project through a long-term arm’s length Off-Take Agreement with GeoCam. As of the date of issuance, the share purchase agreement has not been finalized, and there is no certainty the transaction contemplated therein will be completed.

The ~~Company~~DA ~~has~~expired ~~also~~on ~~entered~~March 31, ~~into~~2014 ~~agreements~~and ~~with~~as ~~certain~~at ~~employees to defer a portion of their~~that ~~salaries~~date ~~pending~~ the ~~closing~~parties ofhad anot ~~strategic~~entered ~~partner~~into ~~transaction~~a orshare ~~other~~purchase ~~events~~agreement. ~~The~~In ~~deferred~~September 2014 ~~salaries~~the ~~and~~parties ~~related~~agreed ~~employee benefits were equal~~ to ~~$514 as at June 30, 2014 (December 31, 2013—$263). The agreements further provide for~~ an ~~additional~~ ~~incentive~~extension of ~~100%—200% of~~ the ~~deferral~~DA ~~and~~retroactive ~~related~~to ~~employee benefits and as at June 30, 2014~~ the ~~deferral~~original expiry ~~incentives~~through ~~and related employee benefits were $983 (~~December 31, ~~2013—$481)~~2014. ~~The~~There ~~total~~can of deferred salaries and deferral incentives and related employee benefits of $1,497 (December 31, 2013—$744) is included in Accrued payroll and related on the condensed consolidated balance sheets, however such amounts will not be ~~paid~~no orassurance ~~impact~~that ~~the cash position until the earlier of:~~ a) receipt of proceeds from JXTC or from any other entity from the sale of our interest in the Cameroon project, b) consummation of the acquisition of the Company by another company, c) receipt of proceeds from a significantshare ~~financing~~purchase inagreement anwill ~~amount~~ultimately ~~expected to~~ be ~~sufficient~~entered tointo ~~cover the Company’s cash requirement for at least six months,~~ or d)that ~~March 14, 2014 (related to~~ the ~~deferrals from August 2013 to January 2014) or March 14, 2015 (related to the~~transactions ~~deferrals~~contemplated ~~from~~therein ~~February~~will ~~2013~~be ~~forward)~~completed.

AsIn ofaccordance ~~March 14,~~with ~~2014~~ASC ~~none~~360, ofProperty, ~~the~~Plant ~~foregoing events had occurred~~ and ~~the Company was not in a~~ ~~financial~~Equipment ~~position~~because ~~to pay~~ the ~~salary~~proposed ~~deferrals~~share ~~and~~purchase ~~incentives.~~agreement ~~Accordingly~~described in ~~March~~Note ~~2014~~1 is ~~the~~not ~~Company~~yet ~~sought~~finalized ~~forbearance~~and ~~agreements,~~approved ~~which~~by ~~would extend~~ the ~~March 14,~~stockholders ~~2014~~of ~~deadline~~the ~~to a future date~~Company, ~~from~~ the ~~employees who had deferred a portion~~ ofassets ~~their salaries~~ and ~~the~~liabilities ~~employees~~of ~~agreed~~GeoCam continue to ~~consider~~be ~~entering~~classified ~~into~~as ~~such~~held ~~agreements.~~and ~~These~~used ~~agreements~~as of ~~have~~September 30, ~~not yet been finalized~~2014.

716. ~~SHORT-TERM~~RELATED ~~DEBT~~PARTY TRANSACTIONS

[a] During ~~2014~~2013 and ~~2013~~2014 the Company entered into ~~note purchase~~ agreements with certain employees to defer a ~~number~~portion of ~~parties~~their assalaries ~~identified~~pending ~~below.~~the closing of a ~~Pursuant~~strategic topartner ~~the~~transaction ~~Note~~or ~~Purchase~~other ~~Agreements,~~events. ~~the~~The ~~Company~~agreements ~~agreed~~further toprovided for ~~issue~~an ~~promissory~~additional ~~notes~~incentive. toThe ~~the~~deferred ~~Purchasers~~salaries inand ~~the~~incentive ~~aggregate~~amounts, ~~principal~~not including ~~amount~~related ofemployee $1benefits,~~355~~ asfor Executive Offices and/or Directors as at ~~June~~September 30, 2014 are Michael T. Mason $658 (December 31, 2013—$~~605~~225), Greg inC. ~~consideration~~Hill of$438 ~~the~~(December ~~payment~~31, by2013—$184) ~~each Purchaser~~and ofWilliam aA. ~~purchase~~Buckovic ~~price~~$601 ~~equal~~(December 31, to2013—$205). ~~the~~See ~~principal~~further ~~amount~~disclosure ofin ~~such Purchaser’s respective~~ Note 6.

~~Each~~[b] During 2013 and 2014 the Company entered into Note ~~matures~~Purchase Agreements ~~one~~with ~~year~~Paul ~~from~~D. Rose, a Director of the Company ($60), Dragon’s Fire ~~date~~Investments ofLLC, ~~issuance~~an atentity ~~which~~owned ~~time~~by ~~the~~Paul ~~outstanding~~D. ~~principal~~Rose ~~amount~~($275), Norman C. Rose, the father of ~~each~~Paul ~~Note~~D. ~~and~~Rose ~~all~~($30), ~~accrued~~Thorne ~~and~~Bush ~~unpaid~~Investments ~~interest~~LLC, ~~thereon~~owned isby ~~due~~Norman C. Rose ($648), John and ~~payable~~Jean byAnderson, the ~~Company~~brother-in-law and sister of William A. ~~Interest~~Buckovic ~~accrues~~($20) onand ~~the~~Rodney ~~outstanding~~and ~~principal~~Eileen ~~balance~~Phillips, in-laws of ~~each~~William ~~Note~~A. Buckovic at($10) . Further, Richard G. Buckovic ($130) is the ~~rate~~uncle of William ~~200% per~~A. ~~annum~~Buckovic, onExecutive Vice President and Director and the ~~Notes~~M.N. ~~issued~~Rose inShelter Credit ~~2013~~Trust ~~and~~($40) ~~January~~is ~~2014~~a ~~and~~trust ~~300% per~~organized ~~annum~~by onNorman C. Rose, the ~~Notes~~father ~~issued~~of ~~from~~Paul D. ~~February~~Rose. toSee ~~June~~further ~~2014~~disclosure in Note 7.

In[c] GeoCam ~~June~~entered ~~2014~~into a professional and management services contract with SNI, the ~~Company~~holder ~~issued~~of an20% and representative of other holders of an additional ~~note~~19.5% inof the ~~principal~~outstanding ~~amount~~shares of ~~$25~~GeoCam ~~under~~that ~~similar~~was ~~terms~~effective asfor fiscal ~~noted~~year ~~above~~2011. ~~except~~The atservices anwere ~~interest rate~~for ofgovernment ~~150%~~relations and ~~due~~administrative matters inrelated ~~six~~to ~~months~~project atdevelopment. ~~December 31,~~No ~~2014~~agreements have been entered into subsequent to 2011.

~~The Company may prepay each Note, in whole or in part and without penalty, at any time upon 30 calendar days’ prior written notice~~17. ~~The~~COMMITMENTS ~~Company~~AND isCONTINGENCIES required to prepay each Note, in whole and without penalty, within five business days following the consummation of any acquisition by JXTC or by any other entity of the Company’s 60.5% interest in GeoCam or the consummation of the acquisition of the Company by another company. The Notes contain events of default and other terms and conditions.

~~The~~[a] In ~~following~~November ~~table~~2009, ~~summarizes~~five ~~the~~management ~~principal~~level ~~amounts~~consultants or employees of ~~the~~GeoCam ~~Notes~~filed ~~issued~~litigation in Cameroon, claiming approximately $2.2 million as compensation and ~~outstanding~~damages as a result of ~~June 30,~~termination ~~2014~~of their ~~and~~services ~~December 31,~~by ~~2013~~GeoCam in connection with a reduction in workforce in February and ~~identifies~~March 2009. In April 2010 the ~~parties~~litigation towas ~~which~~dismissed. In July 2010 the ~~Notes~~litigation was ~~have~~brought ~~been~~by ~~issued:~~four of the claimants before one other jurisdiction and by the fifth claimant in a separate jurisdiction.

	June 30,2014		December 31,2013
Richard G. Buckovic	$	130	$	100
Norman C. Rose		30		30
M N Rose Shelter Credit Trust		40		40
Paul D. Rose		60		60
Dragon’s Fire Investments LLC		275		225
Thorne Bush Investments LLC		625		150
Airlie Road Investors LLC		75		—
David/Bette McKibben		50		—
John/Jean Anderson		20		—
Bill Shaffer		25		—
Decker JE Halstead, Revocable Living Trust		25		—
Fintech Limited		25		—
Total Short-Term Debt Notes	$	1,380	$	605

12On June 3, 2011, the High Court of Abong-Mbang, the court before which four of the matters were pending entered judgments in favor of the four claimants totaling CFA 780,339,500 (approximately $1.6 million at September 30, 2014). On November 14, 2011, the High Court of Mfoundi, Yaoundé, the court before which the fifth matter was pending entered a judgment in favor of the claimant totaling CFA 118,804,219 (approximately $0.2 million at September 30, 2014). GeoCam appealed all five matters to the next highest appellate court in Cameroon, the Court of Appeal of the East Region at Bertoua as to the four claimants and the Court of Appeal of the Center Region at Yaoundé as to the fifth matter. In June 2014 the appeal in the fifth matter was heard and the earlier court judgment for CFA 118,804,219 (approximately $0.2 million at September 30, 2014) was overturned. However, the claimant may file an appeal or civil claim to another court.

~~Table~~The Court of ~~Contents~~Appeal, before which the fifth matter was pending, authorized CFA 51,851,813 (approximately $0.1 million at September 30, 2014) of GeoCam funds to be attached for the benefit of the claimant in the second quarter of 2012 and placed in a restricted account at GeoCam’s bank pending resolution of the case. GeoCam has sought to have this restriction lifted. The matter was adjourned and delayed until subsequent to the date hereof however GeoCam has requested the restriction be immediately lifted based on the fact that the judgment for the entire claim has been overturned.

The Court ~~following~~of ~~table~~Appeal ~~summarizes~~before which the ~~maturity~~other ~~dates~~four appeals were pending set aside the judgment of the ~~Notes~~lower ~~issued~~court discussed above and ~~outstanding~~awarded asthe four claimants an amount totaling CFA 125,062,7 (approximately $0.3 million at September 30, 2014) in the fourth quarter of 2012. GeoCam has filed appeals in all four ~~June~~matters which stayed enforcement of the judgments pending resolution of the appeals. This Court of Appeal also authorized CFA 108,949,204 (approximately $0.2 million at September 30, 2014) in GeoCam funds to be attached for the benefit of the claimants and placed in a restricted account at GeoCam’s bank pending final resolution of the appeals. In December ~~31,~~ 2013: attached funds related to one claim in the amount of CFA 46,353,259 (approximately $0.1 million) were released to GeoCam. In January 2014 attached funds related to two more of the remaining claims in the amount of CFA 42,380,887 (approximately $0.09 million) were released to GeoCam. In May 2014 attached funds related to the remaining one claimant of CFA 20,215,058 (approximately $0.04 million) were released to GeoCam.

	June 30,2014		December 31,2013
September 30, 2014	$	120	$	120
October 31, 2014		110		110
November 30, 2014		125		125
December 31, 2014		275		250
January 31, 2015		125		—
February 28, 2015		150		—
March 31, 2015		50		—
April 30, 2015		145		—
May 31, 2015		230		—
June 30, 2015		50		—
Total Short-Term Debt	$	1,380	$	605

The restricted funds related to the one claimant that remained at September 30, 2014 totaling approximately $0.1 million are included as restricted cash on our consolidated balance sheets. The Company believes all contractual and other obligations to the five individual claimants were satisfied; however, given the judgments, we believe it could be deemed probable that the outcome would be unfavorable to GeoCam and, therefore, GeoCam accrued approximately $0.3 million for the matters in our consolidated financial statements at the time the Court of Appeal reached its decision. It is possible that an additional amount up to approximately $0.2 million could be awarded to the claimants in these matters.

[b] On October 1022, 2013, the Company ~~and The Joe Scott Group (“JS Group”)~~ entered into a ~~promissory~~severance ~~note~~and ~~whereby~~release ~~the~~agreement ~~JS Group provided~~ (the ~~Company~~“Severance Agreement”) with ~~$59~~Timothy toD. ~~establish~~Arnold, ~~a certificate of deposit for financial assurance in favor of~~ the Company’s ~~State~~Chief ofOperating ~~New~~Officer. ~~Mexico~~The ~~related~~Severance toAgreement ~~surface~~provides ~~disturbance~~that October 24, on2013 ~~the~~was ~~WMJV properties~~Mr. Arnold’s ~~The~~last ~~certificate~~day of ~~deposit~~employment ~~was~~with the ~~established~~Company ~~on November 4, 2013~~ (~~see~~the ~~Note~~“Separation 14Date”).

8Under the Severance Agreement the Company is obligated to pay Mr. Arnold ~~STOCK~~a ~~BASED~~lump sum ~~COMPENSATION~~severance payment equal to $0.5 million, less applicable deductions and withholdings (the “Severance Amount”). The Company must pay the Severance Amount to Mr. Arnold on the first business day following six months after the Separation Date (the “Payment Date”), unless payment on that date would jeopardize the ability of the Company to continue as a going concern, in which case the Severance Amount is payable on the first date after the Payment Date where making such payment would not jeopardize the ability of the Company to continue as a going concern. As of September 30, 2014 the Company had not paid the Severance Amount due to the jeopardy of the ability of the Company to continue as a going concern that would have resulted from such payment. Effective upon the actual payment of the Severance Amount, Mr. Arnold has agreed to release, subject to limited exceptions, the Company and its affiliates from any and all claims Mr. Arnold may have through the effective date of the Severance Agreement.

~~Stock~~The Severance ~~options~~Agreement replaces and supersedes the Executive Employment Agreement between the Company and Mr. Arnold, dated as of February 1, 2011.

[c] The Company ~~adopted~~has engaged a ~~stock~~ ~~option~~consultant ~~plan~~to ~~which~~provide ~~was~~consulting services ~~amended~~ in ~~June~~connection ~~2007,~~with ~~2008 and 2009 (~~the ~~“Company~~Nkamouna ~~Option Plan”), under which 18,700,000 Company shares were reserved for issuance upon exercise of options granted under the Company Option Plan~~Project. The Company ~~Option~~ ~~Plan~~paid ~~is intended to provide a means whereby~~ the consultant ~~Company~~$11 ~~and~~in ~~its~~fees ~~subsidiaries~~during ~~can attract, motivate and retain key employees, consultants, and service providers who can contribute materially to~~ the ~~Company’s~~nine ~~growth~~months ~~and~~ended ~~success~~September 30, ~~and to~~2014 ~~facilitate the acquisition of shares of the Company’s common stock~~(2013—$20). The ~~Company~~consultant ~~Option~~has ~~Plan~~agreed ~~provides~~to ~~for~~defer ~~incentive~~a ~~stock~~portion ~~options meeting the requirements~~ of ~~Section 422~~their offees pending the ~~Internal~~closing ~~Revenue~~of ~~Code~~a ~~and~~strategic ~~nonqualified~~partner ~~stock~~transaction ~~options~~equal ~~that~~to ~~do not~~$100 ~~meet~~as ~~the~~at ~~requirements for incentive stock options~~September 30, 2014. The ~~Company~~deferred ~~Option~~fees ~~Plan~~are ~~requires~~accrued ~~the~~and ~~option~~will ~~exercise~~be ~~price~~paid per ~~share purchasable under~~ the ~~option~~disclosure toin beNote 6. ~~equal~~Further, to the ~~greater of the closing price of the~~ Company’s ~~common~~has ~~shares~~agreed onto ~~the Toronto~~pay ~~Stock~~a ~~Exchange~~contingent ~~the~~fee ~~day before or date~~ of ~~grant for all nonqualified stock options and incentive stock options~~approximately $0.2 ~~The~~million ~~Company~~upon ~~has~~completion ~~historically~~of ~~issued~~a ~~new~~successful ~~shares when share-based awards are exercised~~transaction. ~~The following table and related information summarizes the Company’s stock options and the stock option activity for the three months ended June 30, 2014:~~

	Options Outstanding							WeightedAverageRemainingContractualTerm (Years)		AggregateIntrinsicValue(000’s)
	Options Availablefor Grant		NumberOutstanding			WeightedAverageExercise Priceper Share*
Available and outstanding at December 31, 2013		8,618,801		10,081,199		$	0.91
Granted		—		—			—
Exercised		—		—			—
Forfeited		620,000		(620,000	)		0.72
Expired		—		—			—
Available and outstanding at June 30, 2014		9,238,801		9,461,199		$	0.91		3.30	$	—
Exercisable at June 30, 2014				9,461,199		$	0.91		3.30	$	—
Vested or expected to vest at June 30, 2014				9,461,199		$	0.91		3.30	$	—

[d] In December 2009 the Company engaged a financial advisor in connection with the financing of the Nkamouna Project. The Company agreed to pay a fixed retainer fee of $50 per month and a $0.8 million success fee upon completion. The terms of the agreement were based on the assumption that the completion would occur by December 2010. A replacement agreement with GeoCam was entered into August 2010 with substantially the same terms except the new agreement extended the date of the expected completion of financing. During the first quarter of 2012, the $50 per month retainer obligation was mutually suspended. In May 2014 the financial advisor provided written notice to GeoCam of their intention to terminate the agreement.

* Some of the options are granted with Canadian dollar exercise prices, and the weighted average prices reflect the U.S. dollar equivalent prices.20

Part I—Financial Information

~~The~~Item ~~following~~1. ~~stock~~Condensed ~~option~~Consolidated ~~grants~~Financial ~~were~~Statements ~~issued by the Company during the six months ended June 30, 2014 and 2013 respectively:~~ (unaudited)

•Geovic ~~The~~Mining ~~Company did not grant any options under the Company Option Plan during 2014 and 2013~~Corp. During the three months ended June 30, 2014 the Company recorded compensation expense of $0 relating to vesting of previous grants (2013—$3). There was no unrecognized compensation expense related to non-vested stock based compensation granted under the Company Option Plan as of June 30, 2014.

13(an exploration stage company)

~~Table~~CONDENSED ofCONSOLIDATED ~~Contents~~BALANCE SHEETS

• The weighted-average fair value per share of options granted under the Company’s Options Plan during 2014 and 2013 was zero as no options were granted. No options were exercised in the six months ended June 30(Unaudited, ~~2014 resulting~~ in ~~the~~thousands ~~total~~except ~~intrinsic~~per ~~value of~~ share ~~options exercised of $0 (2013—$0~~amounts). ~~The total cash received from the exercise of stock options was $0 (2013—$0).~~

No stock options were granted during the six months ended June 30, 2014 and 2013 resulting in no fair value estimates.


	September 30, 2014	December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$ 66	$ 181
Restricted cash	159	324
Prepaid expenses	—	67
Assets held for sale [note 5]	643	—
Other	—	15

Total current assets	868	587
Property, plant and equipment, net [note 5]	188	1,178
Deposits	14	28

Total assets	$ 1,070	$ 1,793

LIABILITIES
Current liabilities:
Accrued liabilities and other payables [note 6]	$ 4,528	$ 1,067
Accrued payroll and related [note 6]	1,876	744
Short-term debt [note 7]	1,531	664
Accrued litigation [note 17]	250	250
Related party payable [note 16 (b)]	360	328

Total current liabilities	8,545	3,053
Other liabilities	471	471

Total liabilities	9,016	3,524

Commitments and contingencies [note 17]
EQUITY
Common stock, par value of $0.0001, 200 million shares authorized and 106.7 million and 106.7 million shares issued and outstanding in 2014 and 2013, respectively	11	11
Additional paid-in capital	110,581	110,581
Deficit accumulated during the exploration stage	(126,561)	(120,794 )

Total controlling stockholders’ equity (deficit)	(15,969)	(10,202 )
Non-controlling interest [note 12]	8,023	8,471

Total equity (deficit)	(7,946)	(1,731 )

Total liabilities and equity	$ 1,070	$ 1,793

The ~~Company~~accompanying ~~estimates~~notes ~~expected~~are ~~forfeitures~~an atintegral ~~the~~part ~~grant~~of ~~date and compensation expense is recorded only for those awards expected to vest. The~~these ~~estimate~~financial ofstatements ~~expected forfeitures is reevaluated at the balance sheet date.~~

Option pricing models require the input of highly subjective assumptions, particularly as to the expected price volatility of the market value of the underlying stock. Changes in these assumptions can materially affect the fair value estimate and therefore it is management’s view that the existing models do not necessarily provide a single reliable measure of the fair value of the Company’s equity instruments. 3

~~Stock~~[e] In ~~awards~~January 2011, the Company engaged a financial advisor to advise it with respect to the Company’s obligations in connection with financing of the Nkamouna Project and to assist in developing arrangements with strategic investors. The Company agreed to pay a fixed retainer fee of $50 per month plus reimbursement of expenditures, and a minimum success fee of $1.0 million based on a sliding scale depending on the size of any financing transaction. During the first quarter of 2012, the $50 per month retainer obligation was mutually suspended at least until a financing transaction is underway.

[f] The Company ~~adopted~~engaged ~~the~~a ~~2010~~provider ~~Company~~of ~~Stock~~legal ~~Award~~and ~~Plan~~consulting services ~~(the~~in ~~“Stock~~connection ~~Award~~with ~~Plan”)~~the ~~that~~Nkamouna ~~was approved in June 2010~~Project. The ~~Common~~Company ~~Stock~~agreed ~~that may be issued pursuant~~ to ~~Stock~~pay ~~Awards~~a fixed ~~shall~~quarterly ~~not~~fee ~~exceed~~and ~~2,000,000~~reimbursement ~~shares~~ of ~~Common~~travel ~~Stock.~~expenditures; ~~The~~the ~~Common~~payment ~~Stock~~for any ~~subject~~additional toservices ~~the~~will ~~Stock~~be ~~Award~~contingent ~~Plan~~upon ~~shall~~completion beof ~~authorized~~a ~~and unissued stock~~successful transaction. ~~Stock~~The ~~Awards~~contingent ~~may~~success befee ~~granted~~as toof ~~Employees~~September 30, ~~Directors,~~2014 ~~Officers~~is ~~and~~€349 ~~Consultants.~~(equivalent ~~Stock~~to ~~Awards~~approximately ~~may~~$0.44 bemillion) ~~granted~~(2013— as€349 ~~Restricted~~(equivalent ~~Stock~~to approximately ~~Awards~~$0.48 ~~or Restricted Stock Units~~million)).

~~During the six months ended June 30, 2014 and 2013, we did not grant any Restricted Stock Awards~~18. ~~During~~SUBSEQUENT ~~2011,~~EVENTS we granted 210,000 Restricted Stock Awards to certain members of the executive management team and the Board of Directors. The Restricted Stock Awards vest 40% on the grant date (January 21, 2011), 30% on the 1st anniversary of the grant date, and 30% on the 2nd anniversary of the grant date. For the six months ended June 30, 2014, the Company recognized compensation expense of $0 (2013—$1) related to the Restricted Stock Awards.

~~Also~~Subsequent ~~during~~to ~~the~~September ~~six months ended June~~ 30, 2014 ~~and 2013~~, weon ~~did~~October ~~not~~22, ~~grant any Restricted Stock Units. During 2011~~2014, weGreg ~~granted 180~~Hill,~~000 Restricted~~ ~~Stock~~Executive ~~Units~~Vice toPresident ~~certain~~and ~~members~~Chief Financial ofOfficer ~~the~~and ~~Board~~Interim ofPrincipal ~~Directors.~~Accounting ~~The~~Officer ~~Restricted~~and ~~Stock Units vested on the first anniversary of the grant date. The shares are issued to the recipient on the earlier of their termination date or on the third~~Secretary ~~anniversary of the grant date~~resigned. ~~During~~Christopher ~~the six months ended June 30, 2014 no shares were issued~~A. ~~During the year ended December 31~~Serin, ~~2013,~~Director ~~80,000 shares were issued to two members~~ of the ~~Board~~Company, ofwill ~~Directors~~serve ~~who~~as ~~did not stand for re-election.~~Chief ~~For~~Financial ~~the~~Officer ~~six~~and ~~months~~Interim ~~ended~~Principal ~~June 30,~~Accounting ~~2014~~Officer and ~~2013,~~Secretary of the Company. The Company ~~recognized~~may nohave ~~compensation~~obligations ~~expense~~under ~~as they were fully expensed during 2012 related to~~ the ~~Restricted~~Mr. ~~Stock~~Hill’s ~~Units~~employment contract.

Subsequent to September 30, 2014 on December 9, 2014 the Company received a notification that GeoCam employees are threatening to strike as of December 15, 2014 unless all compensation arrears are paid. The ~~STOCKHOLDERS’~~Company ~~EQUITY~~is communicating with the GeoCam staff.

~~Common~~Subsequent ~~stock~~to September 30, 2014 on October 1, 2014, the Company entered into a severance and release agreement (the “Severance Agreement”) with Sheila I. Short, the Company’s Corporate Secretary. The Severance Agreement provides that August 31, 2014 was Ms. Short’s last day of employment with the Company (the “Separation Date”). Under the Severance Agreement the Company is obligated to pay Ms. Short all wages, unused vacation days earned up through the separation date, less applicable deductions and withholdings, and submit the customary 3% to the employee’s Geovic 401(K) (“the Required Payments”) and a lump sum severance payment equal to $0.2 million (the “Severance Amount”). The Company must pay the Required Payments and Severance Amount to Ms. Short on the first business day following six months after the Separation Date (the “Payment Date”), unless payment on that date would jeopardize the ability of the Company to continue as a going concern, in which case the Severance Amount is payable on the first date after the Payment Date where making such payment would not jeopardize the ability of the Company to continue as a going concern. The Severance Agreement replaces and supersedes the Executive Employment Agreement between the Company and Ms. Short, dated as of June 27, 2013.

~~The Company~~ITEM ~~is authorized to issue 200 million shares of common stock, with a par value of $0~~2.~~0001.~~ ~~There~~MANAGEMENT’S ~~were~~DISCUSSION ~~106,719,602~~AND ~~shares~~ANALYSIS ~~issued~~OF asFINANCIAL ofCONDITION ~~June 30,~~AND ~~2014.~~RESULTS OF OPERATIONS

~~Preferred~~The ~~stock~~following discussion and analysis should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2013 as well as with the financial and related notes and the other information appearing elsewhere in this report. As used in this report, unless the context otherwise indicates, references to “we”, “our”, “ours” and “us” refer to Geovic Mining Corp. and its subsidiaries collectively.

~~The~~Overview ~~Company is authorized to issue 50 million shares of preferred stock, with a par value of $0.0001. There are no shares of preferred stock issued or outstanding as of June 30, 2014.~~

10This Management’s Discussion and Analysis (“MD&A”) is intended to provide an analysis of our capital resources and liquidity at September 30, 2014, and financial results for the three and nine months ended September 30, 2014 compared to the prior period. ~~DERIVATIVE~~All ~~INSTRUMENTS~~amounts are presented in United States dollars unless indicated otherwise. Reference should also be made to the financial statements filed with this report and the Company’s other disclosure materials filed from time to time on www.sec.gov or www.sedar.com or the Company’s website at www.geovic.net.

~~The~~Business Company currently does not hold derivative instruments to manage its exposure to commodity prices. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. All derivative financial instruments are recognized on the condensed consolidated balance sheets at fair value. Changes in fair value are recognized in earnings if they are not eligible for hedge accounting or other comprehensive income if they qualify for cash flow hedge accounting.

11We are engaged in the business of identifying, exploring and initially developing mineral exploration prospects. ~~FAIR~~Our ~~VALUE~~primary ~~MEASUREMENTS~~asset is a cobalt, nickel, and manganese mining project in Cameroon, Africa (the “Nkamouna Project”) held by GeoCam, our majority-owned (60.5%) subsidiary incorporated under the laws of the Republic of Cameroon. We also explore for exploitable deposits of other minerals. We hold the following early stage exploration prospects: exploration licenses in New Caledonia (chromite); state exploration permits in Arizona (gold); mineral leases and mining claims in Colorado and Wyoming (uranium); mining claims in

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a fair value 21

14New Mexico and California (rare earth and other specialty metals); and an exploration license in Papua New Guinea (advanced and specialty metals).

~~Table~~Our ability to continue operations in the future will be largely dependent on our ability to arrange a strategic investment in the Nkamouna Project. We expect that such an investment would involve the sale of some ~~Contents~~or all of our interest in the Project. We do not have available financial resources necessary to construct and open the Nkamouna Project. We are proactively pursuing a strategic investment which, if completed, would result in our selling some or all of our interest in the Nkamouna Project to a third party.

~~hierarchy~~On ~~that~~July 23, ~~prioritizes~~2013 the ~~inputs~~Company toannounced ~~valuation~~that ~~techniques~~it had ~~used~~agreed to ~~measure~~the ~~fair~~terms ~~value.~~and ~~The~~conditions ~~hierarchy~~of a Definitive Agreement (“DA”) with Jiangxi Rare Metals Tungsten Holdings Group Company Ltd (“JXTC”) of Nanchang, Jiangxi asProvince, ~~defined~~China. ~~below~~JXTC is a state owned large-scale industrial enterprise with significant mining and industrial operations in cobalt, ~~gives~~copper, tungsten, and other rare metals. The terms and conditions of the ~~highest~~DA ~~priority~~were toagreed amongst ~~unadjusted~~JXTC, ~~quoted~~Societe ~~prices~~Nationale ind’Investissement ~~active~~du ~~markets~~Cameroun (“SNI”), the ~~for~~National ~~identical~~Investment ~~assets~~Corporation of Cameroon that owns or ~~liabilities~~represents ~~and~~39.5% of GeoCam, the ~~lowest~~Company, ~~priority~~Geovic toLtd. ~~unobservable~~and ~~inputs~~GeoCam.

•The ~~Level~~transaction 1contemplated by the DA establishes JXTC’s intent to acquire 60.5% of the existing shares of GeoCam pursuant to the execution of a share purchase agreement between JXTC and Geovic which is expected to be subject to a variety of conditions and approvals, ~~defined~~many asof ~~observable~~which are ~~inputs~~outside ~~such~~our ascontrol. ~~quoted~~There ~~prices~~is no assurance that this agreement will be finalized, or that the transaction contemplated therein will be completed. This proposed transaction would result in ~~active~~the ~~markets~~complete ~~for~~disposition ~~identical~~of ~~assets~~the Company’s interest in GeoCam and the Nkamouna Project. In addition to acquiring 60.5% interest in GeoCam, JXTC would also secure 100% of the mixed cobalt-nickel sulphide product to be produced by the Nkamouna Project. The share purchase agreement is not yet finalized and would require the approval of the stockholders of the Company.

•The ~~Level~~DA expired 2on March 31, ~~defined~~2014 and as ~~observable~~at ~~inputs~~that ~~other~~date ~~than~~the ~~Level~~parties 1had ~~prices.~~not ~~These~~entered into ~~include~~a ~~quoted~~share ~~prices~~purchase ~~for~~agreement. ~~similar~~In ~~assets~~September or2014 ~~liabilities~~the inparties anagreed ~~active~~to ~~market~~an extension, ~~quoted~~retroactive ~~prices~~to ~~for~~the ~~identical~~original ~~assets~~expiry ~~and~~of ~~liabilities~~the inDA ~~markets~~through ~~that~~December ~~are~~31, 2014. ~~not~~There ~~active,~~can orbe ~~other~~no ~~inputs~~assurance that ~~are~~a ~~observable~~share orpurchase ~~can~~agreement will ultimately be ~~corroborated~~entered byinto ~~observable~~or ~~market~~that ~~data for substantially~~ the ~~full~~transactions ~~term~~contemplated oftherein ~~the~~will ~~assets or liabilities~~be completed.

•If ~~Level~~an 3agreement is reached, ~~defined~~it aswould ~~unobservable~~be ~~inputs~~subject, among other matters, to approval of our stockholders. If we are unable to complete and close an agreement to sell a significant interest in ~~which~~the ~~little~~Nkamouna project to a strategic partner, or noin ~~market~~the ~~data~~alternative ~~exists~~raise sufficient funds to develop the Nkamouna project, ~~therefore~~in ~~requiring~~a antimely ~~entity~~manner, our plan is to ~~develop~~place ~~its~~the ~~own~~Nkamouna Project ~~assumptions~~on a “care and maintenance” status and significantly further reduce our level of expenditures in Cameroon. In such event, we would not have sufficient resources to maintain our interest in the Project indefinitely and we could lose our interest in the Project. In such a scenario, our cash resources would likely be insufficient to sustain our other business activities.

AtWe ~~June 30,~~are ~~2014~~endeavoring to arrange additional financing which would allow us to continue work on our mineral projects and ~~December 31~~pay our expenses. If we are unable to arrange adequate financing, ~~2013~~we may seek to further reduce our operations, to the ~~carrying~~extent ~~amounts~~possible, ofwhile ~~cash~~we ~~and~~continue ~~cash~~efforts ~~equivalents~~to monetize our investment in GeoCam, ~~restricted~~or ~~cash~~we ~~and~~may ~~trade~~cease ~~payables~~operations, which could include a bankruptcy filing. ~~represented~~Unless ~~fair~~we ~~value~~arrange ~~because~~additional offinancing, ~~the~~we ~~short-term~~expect ~~nature~~to ofnearly ~~these~~exhaust ~~instruments~~our cash during August 2014.

12During 2014 and 2013 the Company entered into note purchase agreements (each a “Note Purchase Agreement” and collectively the “Note Purchase Agreements”) with a number of parties, identified below, (each a “Purchaser”). ~~NONCONTROLLING~~Pursuant ~~INTEREST~~to the Note Purchase Agreements, the Company agreed to issue promissory notes (each a “Note” and collectively the “Notes”) to the Purchasers in the aggregate principal amount of $1,398 as at September 30, 2014 (December 31, 2013—$605) in consideration of the payment by each Purchaser of a purchase price equal to the principal amount of such Purchaser’s respective Note.

OnEach ~~January~~Note matures one year from the date of issuance at which time the outstanding principal amount of each Note and all accrued and unpaid interest thereon is due and payable by the Company. Interest accrues on the outstanding principal balance of each Note at the rate of 200% ~~24,~~per annum on the Notes issued in 2013 ~~GeoCam~~and ~~shareholders~~January ~~approved~~2014; a300% per ~~capital~~annum ~~increase~~on ~~equivalent~~the Notes issued from February to ~~approximately~~August ~~$1.2~~2014 ~~million,~~and ~~with~~36% per annum on the Notes issued in September ~~capital~~2014. The Company was unable to berepay ~~funded~~the ~~with~~amounts ~~multiple~~which ~~cash~~became ~~calls.~~due ~~Geovic’s~~on September ~~60.5~~30, 2014 and subsequent and have amended the September, October and November 2014 Notes to 1% ~~share~~interest ofper month and extending the ~~capital~~maturity ~~increase~~to ~~was~~18 months ~~approximately~~from $0the date of issuance.7 The ~~million~~amendments were agreed to effective as of the original maturity date.

~~On February 14,~~In ~~2013~~June and September 2014 the ~~first~~Company ~~cash~~issued ~~call~~additional ~~totaling~~notes ~~approximately~~in ~~$0.4~~the principal ~~million,~~amount of ~~which~~$30 ~~Geovic~~under ~~paid~~similar ~~approximately~~terms ~~$0.2~~as ~~million,~~noted ~~was~~above ~~completed~~except at an interest rate of 150% and due at December 31, 2014.

OnThe ~~April 17~~Company may prepay each Note, ~~2013~~in ~~the~~whole ~~second~~or ~~cash~~in ~~call~~part and ~~totaling~~without ~~approximately~~penalty, $0at any time upon 30 calendar days’ prior written notice.4 The ~~million~~Company is required to prepay each Note, in whole and without penalty, within five business days following the consummation of ~~which~~any ~~Geovic~~acquisition ~~paid~~by ~~approximately~~JXTC or $0by any other entity of the Company’s 60.245% ~~million,~~interest ~~was~~in GeoCam or the ~~completed~~consummation of the acquisition of the Company by another company. The Notes contain events of default and other terms and conditions.

~~On July 31, 2013 the third cash call totaling approximately $0.4 million, of which Geovic paid approximately $0.24 million, was completed. There are no remaining authorized calls to be made.~~ 22

~~The~~In ~~noncontrolling~~April ~~interest~~2014 ~~balance~~the Company and the JS Group entered into a letter of ~~approximately~~agreement amending the original Wind Mountain Joint ~~$8,143~~Venture at(“WMJV”) ~~June~~ agreement whereby the JS Group have the option to acquire an additional 30,% ~~2014~~of ~~(December~~the 31WMJV mining claims for a total consideration of $0.3 million upon the completion of the first phase of activities and funding related to WMJV. Further, ~~2013—~~upon payment of the $80.3 million consideration,~~471)~~ Geovic ~~represents~~is to convey and assign 90% of the ~~balance~~interest ~~from~~in the ~~capital~~mining ~~increases~~claims ~~contributed~~to byJS Group. Upon the ~~noncontrolling~~JS Group electing to acquire the additional 30% from the Company, Geovic shall have an option to reacquire 15% of the interest asfor ~~described~~$150 upon ~~above~~written notice to the JS Group prior to the receipt of the assay results of the first core sample during the second phase of the project. ~~The~~In ~~difference~~April ~~between~~2014 upon completion of the ~~amounts~~first ~~contributed~~phase of activities and funding, the ~~balance~~JS atGroup elected ~~June~~ to exercise such option to acquire an additional 30,% ~~2014~~for ~~represents~~$0.3 ~~the~~million ~~noncontrolling~~for a total interest ~~share~~of 90%. Upon receipt of the ~~actual~~$0.3 ~~expenditures~~million ~~from January 1~~consideration, ~~2007~~the Company ~~through~~assigned ~~June 30,~~the ~~2014~~full 90% of the mining claims to the JS Group.

13On April 29, 2014 the Company was contacted by the TSX regarding the issuance of the short term debt promissory notes and note purchase agreements, specifically regarding the interest rates of 200-300%. ~~INCOME~~The Company ~~TAXES~~was informed that in failing to notify the TSX prior to the issuance of the Notes the Company contravened Subsection 501(c) of the TSX Company Manual. TSX informed the Company that acceptance of the issuance of the Notes was subject to the following: the Company must immediately notify the lenders that interest on the Notes will not be paid until such time as disinterested shareholder approval is received; within one business day of approval by disinterested shareholders the Company must provide to the TSX (a) a certified resolution of the Board of Directors, excluding any Directors that subscribed for Notes, approving the issuance of the Notes; (b) a certified resolution of the disinterested shareholders approving the issuance of the Notes along with a copy of the scrutineer’s report evidencing such approval; and, (c) a commercial copy of the proxy statement sent to shareholders in connection with the 2014 Annual Meeting with the comments of the TSX incorporated therein. The Company received disinterested shareholder approval at its Annual Meeting of Stockholders in June 2014 and provided the TSX the required documentation.

~~The~~On May 1, 2014, the Company ~~files~~received ~~income~~notice ~~tax~~from the ~~returns~~TSX inthat the ~~U.S.~~TSX ~~federal~~was ~~jurisdiction,~~reviewing ~~Cameroon,~~the ~~France,~~Company’s ~~New~~eligibility ~~Caledonia~~for ~~and~~the ~~Colorado~~continued listing of its shares of common stock on the TSX (the “Continued Listing Review”). The TSX granted the Company ~~has~~30 ~~open~~days ~~tax~~to ~~years~~demonstrate ~~for~~that it complies with all of the UTSX continued listing requirements that are applicable to the Company.S. ~~federal~~The ~~return~~TSX ~~from~~advised ~~2000~~the ~~forward~~Company ~~with~~that ~~respect~~the toContinued ~~its~~Listing ~~net~~Review ~~operating~~was being ~~loss~~conducted ~~(“NOL”)~~in ~~carryforwards,~~connection ~~where~~with the ~~IRS~~Company’s ~~may~~issuance ~~not~~of ~~raise~~the ~~tax~~Notes ~~for~~to certain ~~these~~related ~~years,~~parties ~~but~~in ~~can~~2013 ~~reduce~~and ~~NOLs.~~the ~~Otherwise,~~first ~~with~~quarter ~~few~~of ~~exceptions~~2014. Specifically, the ~~Company~~notice isfrom nothe ~~longer~~TSX ~~subject~~states that the Company failed to ~~federal,~~seek ~~state,~~the orTSX’s ~~local~~prior approval ~~income~~of ~~tax~~the ~~examinations~~Notes ~~for~~transaction ~~years~~and prior todisinterested ~~2009.~~shareholder ~~The~~approval for ~~Company~~the ~~has~~issuance ~~incurred~~of ~~losses~~the ~~since~~Notes, ~~inception~~in each case as required under the Section 501(c) of the TSX Company Manual. ~~Due~~The notice also stated that the Company appears to have breached the ~~full~~TSX’s ~~valuation~~Timely ~~allowance~~Disclosure ~~against~~Policy for its failure ~~net~~to ~~deferred~~news ~~tax~~release ~~asset~~the key details of the Notes, ~~management~~including ~~would~~the interest ~~expect~~rates, ~~that~~which ~~any~~the ~~adjustment~~TSX ~~resulting~~believes ~~from~~are not commercially reasonable. The Company provided the ~~audit~~TSX ~~would~~with ~~not~~written ~~result~~submissions inaddressing anthe ~~adjustment~~deficiencies identified toin the ~~Company’s~~notice ~~financial~~and ~~statements.~~received Inan ~~addition,~~extension ~~the~~to ~~Company’s~~July 25, ~~ability~~2014 in order to ~~deduct~~put ~~NOL~~in ~~carryforwards~~place ~~may~~an beorderly ~~subject~~transition to aanother ~~limitation~~exchange. ifOn July 25, 2014 the Company ~~were to~~was ~~undergo~~delisted anby ~~ownership~~the ~~change~~TSX ~~for~~and ~~purposes~~transitioned ofto ~~Section 382~~the NEX, a separate board of the ~~Internal~~TSX ~~Revenue~~Venture ~~Code~~Exchange as of ~~1986~~July 28, as2014 under ~~amended~~the symbol “GMC.H”.

~~There~~A ~~was~~feasibility nostudy ~~benefit from~~for ~~income~~the ~~taxes~~Nkamouna inProject ~~the~~was completed ~~six~~in ~~months~~April ~~ended June 30~~2011, ~~2014~~which ~~and~~estimated ~~during~~approximately ~~the~~$617 ~~same~~million ~~period~~of ininitial capital ~~2013.~~costs, ~~The~~including ~~effective~~contingencies, ~~tax~~to ~~rate~~construct ~~was~~and 0%start-up ~~for~~ the ~~six~~Nkamouna Project. ~~months~~The ~~ended~~GeoCam ~~June 30,~~financial ~~2014~~advisor ~~and~~estimated ~~for~~that the ~~same~~total ~~period~~of incapital, financing, ~~2013.~~working ~~Our~~capital, ~~effective~~contingency ~~rates~~and ~~differ~~start-up ~~from~~costs ~~the~~would ~~statutory~~be ~~federal~~approximately ~~rate~~$698 ~~of 35% for certain items~~million, ~~such~~based ason ~~state~~estimates ~~and~~included ~~local~~in ~~taxes,~~the ~~non-deductible~~feasibility study. ~~expenses~~Additionally, ~~change~~cost inoverrun ~~valuation~~requirements ~~allowance~~of ~~offsetting~~lenders ~~foreign~~to ~~and~~the ~~domestic~~Nkamouna Project ~~operating~~were ~~losses~~projected ~~and~~to ~~foreign~~be ~~taxes~~approximately at$100 ~~rates other than 35%~~million.

~~The~~Since ~~Company~~the ~~recognizes~~feasibility ~~potential~~study ~~accrued~~was ~~interest~~completed, we have devoted most of our efforts to seeking and ~~penalties~~evaluating ~~related~~a means to ~~unrecognized~~finance ~~tax~~the ~~benefits~~Nkamouna Project. We have considered many possible alternatives, including joint ventures or similar arrangements, which may include a sale of a significant portion or all of our interest in ~~income~~the ~~tax~~Nkamouna ~~expense~~Project to strategic investors who could assist in financing and would have an interest in purchasing the cobalt, nickel and manganese products produced from the Nkamouna Project. ~~For~~Beyond the ~~six~~Nkamouna Project ~~months~~financing we would also face other significant issues affecting ~~ended~~development ~~June 30~~and operation of the Nkamouna Project. These include operating the Nkamouna Project through GeoCam as an autonomous Cameroonian entity, ~~2014~~and GeoCam’s ability to recruit, ~~the~~train ~~Company~~and ~~recognized~~retain noa ~~potential~~team ~~interest~~of orqualified ~~penalties~~mining professionals ~~with~~and ~~respect~~a stable local workforce to ~~unrecognized~~manage ~~tax~~the ~~benefits~~development, construction and operation of the Nkamouna Project in a relatively undeveloped, remote area in Cameroon.

~~The~~Since 2012 we have been seeking to 1) realize value for the Cameroonian assets and 2) shift the Company’s ~~had~~focus noto ~~unrecognized~~a ~~tax~~prospect ~~benefit~~generation asand ofstrategic investment ~~June 30,~~business ~~2014~~model. orSince ~~change~~our position in ~~unrecognized~~GeoCam ~~tax~~will ~~benefits~~likely ~~that~~be significantly ~~would~~diminished ~~impact~~or completely eliminated through strategic investment upon completion of a financing transaction, the ~~effective~~future ~~rate~~direction for the Company will be to identify new exploration prospects, minimally develop and prioritize existing and new prospects, and sell or joint venture further exploration and development of those prospects to others. The Company ~~does~~expects to ~~not~~take ~~anticipate~~prospects to a ~~significant~~level ~~change~~where tothey ~~the~~can ~~total~~be ~~amount~~timely ofmonetized ~~unrecognized~~through strategic ~~tax~~investments ~~benefits~~by ~~over the~~others ~~remainder~~who ofhave the ~~year~~resources and staying ability to complete advanced exploration, permitting and development.

15We are the majority shareholder of GeoCam. Under the Shareholder Agreement, GeoCam is operated as an autonomous entity and governed by a Board of Directors to which we select three of the five directors and two directors are selected by the other

~~Table of Contents~~23

14shareholders. ~~JOINT~~A ~~VENTURE~~strategic investment would necessitate agreement among Geovic, SNI, and the new investors, and approval by the GeoCam Board of Directors. While we represent the majority of Directors on the GeoCam Board, we generally have not taken major strategic actions or decisions without general concurrence by the other shareholders who are collectively represented by SNI. We view a good working relationship with the other shareholders of GeoCam as important to the future success of the Nkamouna Project.

~~During~~Capital ~~2013~~Resources ~~the Company entered into the Wind Mountain Joint Venture (“WMJV”) with the JS Group for exploring, defining, developing~~ and ~~marketing~~Liquidity of mining claims the Company owns in New Mexico which commenced work during the third quarter of 2013. The funding would be provided by the JS Group in three phases and the Company agreed to convey and transfer all right, title and interest of 60% of the mining claims to the JS Group in such phases dependent upon continuation of the project and funding.

~~The~~Our ~~agreement~~ability isto ~~considered~~access aadditional ~~collaborative~~financing ~~arrangement between the Company~~ and JSto ~~Group.~~monetize ~~The~~the ~~Company’s accounting policy for~~Nkamouna ~~collaborative~~Project ~~arrangements~~are iscritical to ~~report~~our ~~any~~future ~~costs~~financial ~~incurred~~condition. ~~with~~Since ~~third parties in~~ the ~~statement~~completion of ~~operations and to evaluate~~ the ~~income~~feasibility ~~statement~~study ~~classification~~in ofApril ~~transactions~~2011, ~~with~~spending JSactivity ~~Group~~for ~~based on~~ the ~~nature~~Nkamouna ~~of the collaborative~~Project ~~arrangement’s~~has ~~business~~mainly ~~operations~~been ~~and~~limited ~~the~~to ~~contractual~~securing ~~terms of~~ the ~~arrangement.~~Nkamouna ~~The~~Project ~~Company~~site ~~has~~and ~~previously~~protecting assets, ~~expensed~~continuing ~~all~~environmental ~~costs~~monitoring ~~related~~and tocommunity ~~the~~development ~~New~~programs, and ~~Mexico~~assisting ~~claims~~potential ~~and~~strategic ininvestors ~~accordance~~ with ~~ASC~~their ~~932,~~due ~~Extractive Industries, have recorded no gain~~diligence ~~upon~~activities. ~~conveying~~Given ~~the~~our ~~original~~limited ~~60%~~financial ofresources, ~~the~~we ~~claims.~~plan ~~The~~to ~~transfer~~continue ofthis approach ~~the~~until ~~mining~~we ~~claims~~are toreasonably ~~WMJV~~satisfied isthat ~~considered~~an ~~equal~~appropriate instrategic transaction ~~value~~for to the ~~funding~~Nkamouna inProject ~~each~~can ~~phase~~be ~~and~~completed noor ~~amounts appear in~~ the ~~financial~~Project ~~statements.~~is ~~The~~put ~~funding~~on “care byand ~~the~~maintenance” ~~JS Group, project to date is $72~~basis.

InAt ~~April~~September 30, 2014 ~~the~~we ~~Company~~had ~~and~~approximately ~~the~~$66 ~~JS Group entered into a letter~~ of ~~agreement amending the original agreement, whereby the JS Group~~unrestricted ~~have~~cash ~~the~~and ~~option~~cash toequivalents ~~acquire~~on ~~an additional 30% of the WMJV mining claims for~~ a ~~total~~consolidated ~~consideration~~basis ofcompared ~~$0.3 million upon the completion of the first phase of activities and funding related~~ to ~~WMJV. Further, upon payment of the~~ $~~0.3~~181 ~~million~~at ~~consideration~~December 31, ~~Geovic is to convey and assign 90% of the interest in the mining claims to JS Group. Upon the JS Group electing to acquire the additional 30% from the Company~~2013, ~~Geovic~~a ~~shall~~decrease ~~have an option to reacquire 15%~~ of ~~the~~approximately ~~interest for~~ $~~150~~115 ~~upon written notice to the JS Group prior to the receipt of the assay results of the first core sample~~ during the ~~second~~nine ~~phase of the project. In April 2014 upon completion of the first phase of activities and funding, the JS Group elected to exercise~~months ~~such~~ended ~~option to acquire an additional~~ September 30%, ~~for $0~~2014.3 ~~million~~Our ~~for~~cash ais ~~total~~invested ~~interest~~in ~~of 90%~~U. ~~Upon receipt of the $0~~S.3 ~~million~~dollar ~~consideration,~~deposits ~~the~~and in ~~Company assigned 90% of~~ the ~~mining~~Cameroon ~~claims~~branch ~~to the JS Group. The proceeds~~ of ~~$0.3~~a ~~million~~large ~~were~~international ~~recorded to exploration costs where the original expenditures on the properties were expensed~~bank.

OnDuring ~~October 10,~~2014 and 2013 the Company entered into note purchase agreements (each a “Note Purchase Agreement” and collectively the JS“Note ~~Group~~Purchase ~~entered~~Agreements”) ~~into~~with a ~~promissory~~number ~~note~~of ~~whereby~~parties, identified below, (each a “Purchaser”). Pursuant to the JSNote ~~Group~~Purchase ~~provided~~Agreements, the Company ~~with~~agreed ~~$59~~ to ~~establish~~issue promissory notes (each a ~~certificate~~“Note” ofand ~~deposit~~collectively ~~for~~the ~~financial~~“Notes”) ~~assurance~~to the Purchasers in ~~favor~~the ofaggregate ~~the~~principal ~~State~~amount of ~~New~~$1,398 ~~Mexico~~as ~~related~~at toSeptember 30, ~~surface~~2014 (December ~~disturbance~~31, on2013—$605) in consideration of the ~~WMJV~~payment ~~properties.~~by ~~The certificate~~each Purchaser of ~~deposit~~a purchase ~~was~~price ~~established~~equal onto ~~November 4,~~the ~~2013~~principal amount of such Purchaser’s respective Note.

15Each Note matures one year from the date of issuance at which time the outstanding principal amount of each Note and all accrued and unpaid interest thereon is due and payable by the Company. ~~POSSIBLE~~Interest ~~GEOCAM~~accrues ~~TRANSACTION~~on the outstanding principal balance of each Note at the rate of 200% per annum on the Notes issued in 2013 and January 2014; 300% per annum on the Notes issued from February to August 2014 and 36% per annum on the Notes issued in September 2014. The Company was unable to repay the amounts which became due on September 30, 2014 and subsequent and have amended the September, October and November 2014 Notes to 1% interest per month and extending the maturity to 18 months from the date of issuance. The amendments were agreed to effective as of the original maturity date.

AsIn ~~disclosed~~June inand ~~Note~~September 1,2014 ~~on July 23, 2013~~ the Company ~~announced~~issued ~~that~~additional itnotes ~~had~~in ~~agreed to~~ the principal ~~terms~~amount ~~and conditions~~ of ~~a Definitive~~$30 ~~Agreement~~under ~~(“DA”)~~similar ~~with~~terms ~~JXTC.~~as ~~JXTC~~noted isabove aexcept ~~state~~at ~~owned~~an ~~large-scale~~interest rate ~~industrial enterprise with significant mining and industrial operations in cobalt, copper, tungsten, and other rare metals. The terms and conditions~~ of ~~the DA were agreed amongst JXTC, SNI (which owns or represents 39.5~~150% ofand ~~Geovic~~due ~~Cameroon),~~at ~~the Company~~December 31, ~~Geovic Ltd~~2014. ~~and GeoCam.~~

The ~~transaction contemplated~~Company bymay ~~the~~prepay DAeach ~~establishes~~Note, ~~JXTC’s~~in ~~intent~~whole toor ~~acquire~~in ~~60.5%~~part ofand ~~the~~without penalty, ~~existing~~at ~~shares~~any oftime ~~GeoCam~~upon ~~pursuant~~30 tocalendar ~~the~~days’ ~~execution~~prior ofwritten anotice. ~~share~~The ~~purchase agreement between JXTC and the~~ Company ~~which~~ is ~~expected~~required to beprepay ~~subject~~each toNote, ain ~~variety~~whole ~~of conditions~~ and ~~approvals~~without penalty, ~~many~~within offive business ~~which~~days ~~are~~following ~~outside~~ the ~~control~~consummation of ~~the~~any ~~Company.~~acquisition ~~There~~by isJXTC ~~no assurance that this agreement will be finalized~~ or ~~that~~by ~~the transaction contemplated therein will be completed. This proposed transaction would result in the complete~~any ~~disposition~~other entity of the Company’s ~~interest in GeoCam and the Nkamouna Project. In addition to acquiring~~ 60.5% interest in GeoCam, ~~JXTC~~or ~~would~~the ~~also~~consummation ~~secure~~of the ~~100%~~acquisition of the ~~mixed~~Company ~~cobalt-nickel sulphide product to be produced~~ by ~~the~~another ~~Nkamouna Project through a long-term arm’s length Off-Take Agreement with GeoCam~~company. AsThe ofNotes ~~the~~contain ~~date~~events of default ~~issuance,~~and ~~the~~other ~~share~~terms ~~purchase agreement has not been finalized,~~ and ~~there is no certainty the transaction contemplated therein will be completed~~conditions.

The DAfollowing ~~expired~~table onsummarizes ~~March 31, 2014 and as at that date~~ the ~~parties had not entered into a share purchase agreement. The parties to the DA~~ ~~are~~principal ~~working~~amounts ~~on an extension~~ of the ~~agreement~~Notes toissued aand ~~future~~outstanding ~~date.~~as ~~There can be no assurance that an extension~~ of ~~the~~September 30, 2014 DAand ~~will~~December 31, be2013 ~~agreed~~and toidentifies ~~among~~ the parties to ~~the~~which ~~DA, that a share purchase agreement will ultimately be entered into or that~~ the Notes ~~transactions~~have ~~contemplated~~been ~~therein~~issued: ~~will be completed.~~

In accordance with ASC 360, Property, Plant and Equipment because the proposed share purchase agreement described in Note 1 is not yet finalized and approved by the stockholders of the Company, the assets and liabilities of GeoCam continue to be classified as held and used as of June 30, 2014.


	September 30, 2014	December 31, 2013
Richard G. Buckovic.............................................................	$ 130	$ 100
Norman C. Rose.....................................................................	30	30
M N Rose Shelter Credit Trust.............................................	40	40
Paul D. Rose............................................................................	60	60
Dragon’s Fire Investments LLC..........................................	275	225
Thorne Bush Investments LLC...........................................	648	150
Airlie Road Investors LLC....................................................	75	—
David/Bette McKibben.........................................................	50	—
John/Jean Anderson..............................................................	20	—
Bill Shaffer..............................................................................	35	—
Decker JE Halstead, Revocable Living Trust....................	25	—
Rodney/Eileen Phillips........................................................... ..............................................................................................	10	—
Fintech Limited.......................................................................	30	—

Total Short-Term Debt Notes............................................	$ 1,428	$ 605

~~16. RELATED PARTY TRANSACTIONS~~ 24

~~[a]~~The following ~~During~~table ~~2013~~summarizes ~~and 2014~~ the ~~Company~~amended ~~entered~~maturity ~~into~~dates ~~agreements with certain employees to defer a portion~~ of ~~their salaries pending~~ the ~~closing~~Notes ofissued ~~a strategic partner transaction or other events. The agreements further provided for an additional incentive. The deferred salaries~~ and outstanding ~~incentive amounts, not including related employee benefits, for Executive Offices and/or Directors~~ as atof ~~June~~ September 30, 2014 ~~are Michael T. Mason $513 (December 31, 2013—$225), Greg C. Hill $359 (December 31, 2013—$184)~~ and ~~William A. Buckovic $461 (~~December 31, 2013~~—$205).~~: ~~See further disclosure in Note 6.~~


	September 30, 2014	December 31, 2013
September 30, 2014...................................................................	$ —	$ 120
October 31, 2014........................................................................	—	110
November 30, 2014...................................................................	—	125
December 31, 2014....................................................................	280	250
January 31, 2015.......................................................................	125	—
February 28, 2015......................................................................	150	—
March 31, 2015..........................................................................	170	—
April 30, 2015.............................................................................	255	—
May 31, 2015.............................................................................	355	—
June 30, 2015..............................................................................	50	—
August 31, 2015.........................................................................	13	—
September 30, 2015...................................................................	30	—

Total Short-Term Debt Notes................................................	$ 1,428	$ 605

~~Table~~On ofJuly 22, ~~Contents~~2014, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”), registration rights agreement (the “Registration Rights Agreement”) and note purchase agreement (the “Note Purchase Agreement”), in each case with Tangiers Investment Group, LLC (“Tangiers”).

~~[b]~~Pursuant ~~During~~to ~~2013~~the ~~and~~Securities ~~2014~~Purchase ~~the~~Agreement, Tangiers ~~Company~~has ~~entered~~committed ~~into~~to ~~Note~~purchase ~~Purchase~~up ~~Agreements~~to ~~with~~$3.0 ~~Paul~~million D.of ~~Rose~~the Company’s common stock, apar ~~Director~~value of$0.0001 ~~the~~per ~~Company~~share (~~$60~~the “Common Stock”), ~~Dragon~~from time to time upon the Company’s ~~Fire~~advance ~~Investments~~written ~~LLC,~~request anover ~~entity~~the ~~owned~~course byof ~~Paul~~a D.36 ~~Rose~~month commitment period (~~$275~~the “Commitment Period”), ~~Norman~~contingent C.on ~~Rose,~~ the ~~father~~Company offiling ~~Paul~~and obtaining D.an ~~Rose~~effective ~~($30),~~registration ~~Thorne~~of ~~Bush~~the ~~Investments~~underlying ~~LLC,~~shares ~~owned~~with bythe Securities ~~Norman~~and C.Exchange ~~Rose~~Commission (~~$625~~the “SEC”) and ~~John~~the ~~and~~Company ~~Jean~~timely ~~Anderson,~~complying with its reporting requirements under the ~~brother-in-law~~Securities ~~and~~Exchange ~~sister~~Act of ~~William~~1934, A.as amended, ~~Buckovic.~~and ~~Further,~~applicable ~~Richard~~SEC Gregulations. ~~Buckovic~~The ~~($130)~~Company is entitled to request such equity investments from Tangiers from time to time during the ~~uncle~~Commitment Period in an amount of ~~William~~up A.to ~~Buckovic~~$100 per request, ~~Executive~~and ~~Vice~~in ~~President~~connection with each request the Company will issue and ~~Director~~sell to Tangiers, and Tangiers will purchase from the ~~M.N.~~Company, ~~Rose~~that ~~Shelter~~number ~~Credit~~of ~~Trust~~shares ~~($40)~~of isCommon aStock ~~trust~~determined ~~organized~~by dividing the amount of the advance requested by ~~Norman~~the C.Company ~~Rose,~~by a purchase price equal to 85% of the ~~father~~lowest daily volume weighted average trading price of ~~Paul~~the D.Common ~~Rose~~Stock during the five consecutive trading days following the date of the Company’s request. ~~See~~The ~~further~~Securities ~~disclosure~~Purchase inAgreement ~~Note~~includes 7certain 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.

~~[c]~~The ~~GeoCam~~Securities ~~entered~~Purchase ~~into~~Agreement also requires that the Company issue to Tangiers restricted Common Stock equal to 2.5% of Tangier’s $3.0 million commitment as a ~~professional~~commitment ~~and~~fee. ~~management~~The ~~services~~commitment ~~contract~~fee Common ~~with~~Stock ~~SNI~~is issuable by the Company to Tangiers in two 50% tranches, with the ~~holder~~first tranche due upon the execution of ~~20%~~the Securities Purchase Agreement and ~~representative~~the ofsecond ~~other~~tranche ~~holders~~due 60 days following the execution of anthe ~~additional~~Securities Purchase 19Agreement.5% The number of shares of restricted Common Stock issuable in each tranche is calculated by dividing the ~~outstanding~~dollar ~~shares~~amount of ~~GeoCam~~each ~~that~~tranche ~~was~~by ~~effective~~the average ~~for~~volume ~~fiscal~~weighted ~~year~~average ~~2011.~~trading ~~The~~price ~~services~~of ~~were~~the ~~for~~Common ~~government~~Stock ~~relations~~during ~~and~~the five ~~administrative~~business ~~matters~~days ~~related~~preceding the date on which the shares for such tranche are due to ~~project~~be ~~development~~issued. NoThe ~~agreements~~Company ~~have~~issued ~~been~~3,962,987 ~~entered~~common ~~into~~shares ~~subsequent~~during the third quarter pursuant to ~~2011~~the agreement.

~~17.~~Pursuant ~~COMMITMENTS~~to ~~AND~~the ~~CONTINGENCIES~~Registration Rights Agreement, the Company agreed to prepare and file with the SEC a registration statement on Form S-1 or on such other form as is available and to cause such registration statement to be declared effective by the SEC prior to the first sale to Tangiers of the Company’s Common Stock pursuant to the Securities Purchase Agreement.

~~[a]~~Pursuant Into ~~November~~the ~~2009,~~Note ~~five~~Purchase ~~management level consultants or employees of GeoCam filed litigation in Cameroon~~Agreement, claiming approximately $2.2 million as compensation and damages as a result of termination of their services by GeoCam in connection with a reduction in workforce in February and March 2009. In April 2010 the ~~litigation~~Company agreed ~~was~~to ~~dismissed.~~issue ~~In July 2010 the litigation was brought by four of the claimants before one other jurisdiction and by the fifth claimant in~~ a ~~separate~~4% ~~jurisdiction.~~convertible Onpromissory ~~June~~note ~~3, 2011,~~ (the ~~High~~“Convertible ~~Court~~Note”) ~~of Abong-Mbang~~to Tangiers, ~~the~~in ~~court before which four of~~ the ~~matters~~original ~~were~~principal ~~pending~~amount ~~entered judgments in favor~~ of ~~the four claimants totaling CFA 780,339,500 (approximately~~ $~~1.6~~44 ~~million at June 30~~, ~~2014).~~in Onconsideration ~~November~~of ~~14, 2011,~~ the payment ~~High~~by ~~Court~~Tangiers of ~~Mfoundi, Yaoundé, the court before which the fifth matter was pending entered~~ a ~~judgment~~purchase inprice ~~favor~~equal ofto ~~the claimant totaling CFA 118~~$40,~~804,219~~ ~~(approximately~~with $~~0.2~~4 ~~million~~retained atby Tangiers ~~June~~as ~~30,~~original ~~2014).~~issue ~~GeoCam~~discount ~~appealed~~for ~~all~~due ~~five matters to the next highest appellate court in Cameroon~~diligence, ~~the~~document ~~Court~~preparation ~~of Appeal of the East Region at Bertoua as to the four claimants~~ and legal ~~the~~expenses ~~Court~~in ofconnection ~~Appeal~~with of the ~~Center~~transactions ~~Region~~contemplated atby ~~Yaoundé as to~~ the ~~fifth~~Note ~~matter~~Purchase Agreement. InThe ~~June~~Company ~~2014~~issued the ~~appeal~~Convertible inNote ~~the~~on ~~fifth matter was heard and the earlier court judgment for CFA 118~~July 22,~~804,219~~ ~~(approximately $0.2 million at June 30,~~ 2014~~) was overturned~~. ~~However, the claimant may file an appeal or civil claim to another court.~~

The ~~Court~~Convertible ofNote ~~Appeal,~~matures ~~before which the fifth matter was pending~~on July 22, ~~authorized CFA 51~~2015,~~851,813~~ ~~(approximately $0.1 million~~ at ~~June 30,~~which ~~2014)~~time ofthe ~~GeoCam~~outstanding ~~funds~~principal toamount ~~be attached for the benefit~~ of the Convertible ~~claimant~~Note inand ~~the~~all ~~second~~accrued ~~quarter of 2012~~ and ~~placed~~unpaid ininterest athereon ~~restricted~~is ~~account~~due atand ~~GeoCam’s~~payable by ~~bank pending resolution of~~ the ~~case~~Company. ~~GeoCam~~ ~~has sought to have this restriction lifted.~~ The ~~matter~~Convertible ~~was~~Note ~~adjourned~~provides tofor ~~September 25,~~“guaranteed” ~~2014~~interest ~~however~~on ~~GeoCam~~the principal ~~has~~balance ~~requested~~thereof at the ~~restriction~~rate beof ~~immediately~~4%, ~~lifted~~which ~~based~~interest onis ~~the~~deemed ~~fact~~earned ~~that~~as of the ~~judgment~~date ~~for~~of the ~~entire~~Convertible ~~claim~~Note’s ~~has~~issuance, ~~been~~to ~~overturned.~~ the

The Court of Appeal before which the other four appeals were pending set aside the judgment of the lower court discussed above and awarded the four claimants an amount totaling CFA 125,062,887 (approximately $0.3 million at June 30, 2014) in the fourth quarter of 2012. GeoCam has filed appeals in all four matters which stayed enforcement of the judgments pending resolution of the appeals. This Court of Appeal also authorized CFA 108,949,204 (approximately $0.2 million at June 30, 2014) in GeoCam funds to be attached for the benefit of the claimants and placed in a restricted account at GeoCam’s bank pending final resolution of the appeals. In December 2013 attached funds related to one claim in the amount of CFA 46,353,259 (approximately $0.1 million) were released to GeoCam. In January 2014 attached funds related to two more of the remaining claims in the amount of CFA 42,380,887 (approximately $0.09 million) were released to GeoCam. In May 2014 attached funds related to the remaining one claimant of CFA 20,215,058 (approximately $0.04 million) were released to GeoCam. 25

~~The~~extent such ~~restricted~~principal ~~funds~~amount ~~related~~and tointerest ~~the~~have ~~one~~been ~~claimant~~repaid ~~that~~or ~~remained~~converted atinto ~~June 30, 2014 totaling approximately $0.1 million are included as~~the ~~restricted~~Company’s ~~cash~~Common ~~on our consolidated balance sheets~~Stock. The ~~Company~~Convertible ~~believes~~Note ~~all~~is ~~contractual~~convertible ~~and~~into ~~other~~shares ~~obligations~~of to the Company’s ~~five~~Common ~~individual~~Stock ~~claimants~~at ~~were satisfied; however, given~~ the ~~judgments,~~option weof ~~believe~~Tangiers itat ~~could~~a beconversion ~~deemed~~price ~~probable~~equal ~~that the~~to ~~outcome~~50% ~~would~~of bethe ~~unfavorable~~lowest ~~to GeoCam~~trading ~~and,~~price ~~therefore,~~of ~~GeoCam~~the ~~accrued~~Company’s ~~approximately~~Common ~~$0.3~~Stock ~~million~~during ~~for~~ the ~~matters~~20 consecutive intrading ~~our~~days ~~consolidated~~prior ~~financial~~to ~~statements at~~ the ~~time~~date ~~the~~on ~~Court~~which ofTangiers ~~Appeal~~elects ~~reached~~to ~~its decision. It is possible that an~~convert ~~additional~~all ~~amount~~or uppart toof ~~approximately $0.2 million could be awarded to~~ the ~~claimants~~Convertible ~~in these matters~~Note.

~~[b]~~The OnConvertible ~~October~~Note 22contains certain events of default, ~~2013~~including with respect to defaults in payment obligations, the commencement ~~Company~~of ~~entered~~bankruptcy ~~into~~proceedings aand ~~severance~~certain ~~and~~failures ~~release~~relating ~~agreement~~to (the listing, ~~“Severance~~trading ~~Agreement”)~~and ~~with~~bid ~~Timothy~~price D.of ~~Arnold~~the Company’s Common Stock, the occurrence of which may result in acceleration of the Company’s ~~Chief~~obligation ~~Operating~~to ~~Officer~~pay the outstanding principal amount of the Convertible Note and all accrued and unpaid interest thereon. ~~The~~Upon ~~Severance~~the ~~Agreement~~occurrence ~~provides~~and ~~that~~during ~~October~~the 24continuance of any event of default, ~~2013~~additional ~~was~~interest ~~Mr.~~will ~~Arnold’s~~accrue ~~last~~at the rate equal to the lower of 20% per annum or the highest rate permitted by law and liquidated damages will accrue at the rate of $1 per day. In the event of ~~employment~~any ~~with~~acceleration following an event of default, the ~~Company~~amount (due and owing to Tangiers under the Convertible ~~“Separation~~Note ~~Date”)~~will be increased to 150% of the outstanding principal amount of the Convertible Note plus all accrued and unpaid interest, fees and liquidated damages, if any.

~~Under~~Our plan for the ~~Severance~~Nkamouna ~~Agreement~~Project ~~the~~before ~~Company~~early is2012 had ~~obligated~~been to ~~pay~~attempt ~~Mr. Arnold~~to finance the capital costs, startup expenses and financing costs of the Project using a ~~lump~~combination ~~sum~~of ~~severance~~debt ~~payment~~secured ~~equal~~by tothe project $0and owners’ equity.5 ~~million~~In conventional project debt financing, ~~less~~GeoCam ~~applicable~~would ~~deductions~~be ~~and~~required ~~withholdings~~to (furnish, as equity, more than 40% of the ~~“Severance~~total ~~Amount”).~~estimated capital ~~The~~and ~~Company~~financing ~~must~~costs ~~pay~~and expenses for the ~~Severance~~Nkamouna ~~Amount~~Project as a condition to ~~Mr. Arnold~~securing onloans for the ~~first~~balance ~~business~~of ~~day~~such ~~following~~costs ~~six~~and ~~months~~expenses. ~~after~~Based on the ~~Separation~~estimated ~~Date~~capital (and start-up costs of the ~~“Payment~~Nkamouna ~~Date”)~~Project, ~~unless~~GeoCam’s ~~payment~~financial onadvisor estimated that ~~date~~our ~~would~~share ~~jeopardize~~of ~~the~~GeoCam ~~ability~~equity ofto ~~the~~complete ~~Company~~such debt tofinancing ~~continue~~for asthe aNkamouna ~~going~~Project ~~concern,~~would inbe approximately $225 million, which ~~case~~reflects the ~~Severance~~amount ~~Amount~~of isequity ~~payable~~capital onwe ~~the~~would ~~first~~be ~~date~~required ~~after~~to ~~the~~contribute to ~~Payment~~GeoCam ~~Date~~as ~~where~~a ~~making~~condition ~~such~~to ~~payment~~conventional ~~would~~debt financing. We do not ~~jeopardize~~have sufficient ~~the~~capital ~~ability~~resources ofavailable ~~the~~to meet that estimated equity ~~Company~~requirement. Our ability to ~~continue~~raise asadditional capital for this purpose would depend on a ~~going~~number ~~concern.~~of Asfactors, which are partly or wholly outside of ~~June 30~~our control, ~~2014~~including the ~~Company~~state ~~had~~of ~~not~~worldwide ~~paid~~financial, commodity and other markets, the ~~Severance~~market ~~Amount~~trading ~~due~~price toof our common stock and demand for future access to the ~~jeopardy~~cobalt ofresources in the Nkamouna Project.

17During 2012 we continued meetings with various large international businesses with respect to investment in the Nkamouna Project or the potential purchase of future off-take from the Project. The Company and the other GeoCam shareholders discussed possible strategic investment arrangements with several companies. Since the latter part of 2012 these discussions focused on JXTC. As discussed above, the DA with JXTC expired on March 31, 2014. In September 2014 the parties agreed to an extension retroactive to the original expiry date of the DA through December 31, 2014. . There can be no assurance that a share purchase agreement for the sale of our interest in GeoCam to JXTC will ultimately be entered into or that the transactions contemplated therein will be completed. Any cash paid by JXTC or another strategic investor for part or all of our interest could be available to satisfy our obligations under the notes and fund all or a portion of our remaining project equity requirements, if any, and for other corporate purposes. Under such an arrangement our interest in the Nkamouna Project could be eliminated. We may consider putting the Nkamouna Project on a “care and maintenance” status later in 2014 if we have been unable to finalize and close an acceptable strategic investment arrangement.

~~Table~~GeoCam’s ongoing cash expenditures are presently expected to total approximately $0.4 million for the last quarter of ~~Contents~~2014, for which Geovic is responsible to fund 60.5%. However, we may not be successful in completing a sale of all or part of our interest in GeoCam on a timely basis, or in entering into sale or joint venture transactions involving our other exploration prospects on acceptable terms. Further, possible transactions to raise additional capital through the issuance of equity may not be available and would be dilutive to our stockholders. If we are unable to obtain additional capital, we may not be able to pay for our portion of GeoCam’s cash expenditures and we will need to seek to further curtail our operations, to the extent possible, in order to preserve working capital, which could materially harm our business and our ability to achieve cash flow in the future, and we may need to cease operations, which could include a bankruptcy filing. Unless we arrange additional financing, we expect to nearly exhaust our cash during August 2014.

~~ability~~As ofdescribed ~~the~~in ~~Company~~Part toII, ~~continue~~Item 1, asLegal Proceedings, afive ~~going~~judgments ~~concern~~originally ~~that~~totaling ~~would~~approximately ~~have resulted from such payment~~$1.8 ~~Effective~~million against ~~upon~~GeoCam ~~the~~are ~~actual~~outstanding ~~payment~~four of ~~the~~which ~~Severance~~are ~~Amount,~~under Mrappeal. ~~Arnold~~ ~~has~~In ~~agreed~~June to2014 ~~release,~~the ~~subject~~appeal toin ~~limited~~the ~~exceptions,~~fifth ~~the~~matter ~~Company~~was heard and ~~its~~the ~~affiliates~~earlier ~~from~~court ~~any~~judgment ~~and~~for ~~all~~CFA 118,804,219 ~~claims~~(approximately Mr$0.2 million at September ~~Arnold~~30, ~~may~~2014) ~~have~~was overturned. ~~through~~However, the ~~effective~~claimant ~~date~~may offile ~~the~~an ~~Severance~~appeal ~~Agreement~~or civil claim to another court.

~~The~~Two ~~Severance~~separate ~~Agreement~~attachments ~~replaces~~totaling approximately $0.33 million were allowed in two court proceedings and ~~supersedes~~the funds in those amounts were restricted until resolution of the ~~Executive~~cases. ~~Employment~~In ~~Agreement~~December 2013 ~~between~~attached funds related to one claim in the ~~Company~~amount ~~and~~of Mrapproximately $0.1 million were released to GeoCam. In January 2014 attached funds related to two more of the remaining claims in the amount of approximately $0.09 million were released to GeoCam. In May 2014 attached funds related to one claimant of CFA 20,215,058 (approximately $0.04 ~~Arnold~~million at September 30, ~~dated~~2014) aswere released to GeoCam. GeoCam has sought to have the one remaining restriction of ~~February~~ approximately $0.1, ~~2011~~million lifted. The matter was adjourned and delayed until subsequent to the date hereof

[c] The Company has engaged a consultant to provide consulting services in connection with the Nkamouna Project. The Company paid the consultant $11 in fees during the six months ended June 30, 2014 (2013—$20). The consultant has agreed to defer a portion of their fees pending the closing of a strategic partner transaction equal to $85 as at June 30, 2014. The deferred fees are accrued and will be paid per the disclosure in Note 6. Further, the Company has agreed to pay a contingent fee of approximately $0.2 million upon completion of a successful transaction.26

~~[d]~~however InGeoCam ~~December~~has requested ~~2009~~ the ~~Company~~restriction ~~engaged~~be aimmediately ~~financial~~lifted advisor in connection with the financing of the Nkamouna Project. The Company agreed to pay a fixed retainer fee of $50 per month and a $0.8 million success fee upon completion. The terms of the agreement were based on the ~~assumption~~fact that the judgment ~~completion~~for ~~would occur by December 2010. A replacement agreement with GeoCam was entered into August 2010 with substantially~~ the ~~same~~entire ~~terms~~claim ~~except~~has ~~the~~been ~~new agreement extended the date of the expected completion of financing~~overturned. During the first quarter of 2012, the $50 per month retainer obligation was mutually suspended. In May 2014 the financial advisor provided written notice to GeoCam of their intention to terminate the agreement.

~~[e]~~Should ~~In January 2011,~~ the ~~Company~~judgments ~~engaged~~be aupheld ~~financial advisor to advise it with respect to the Company’s obligations~~ in ~~connection~~full ~~with~~or ~~financing of the Nkamouna Project and to assist~~ in ~~developing~~part ~~arrangements~~upon exhaustion ~~with strategic investors. The Company agreed to pay a fixed retainer fee~~ of ~~$50~~final ~~per month plus reimbursement of expenditures~~appeals, ~~and~~GeoCam awould ~~minimum~~be ~~success~~required ~~fee~~to ofsatisfy ~~$1.0 million based on a sliding scale depending on~~ the ~~size of any financing transaction~~judgements. Funding ~~During~~ the ~~first~~Geovic ~~quarter~~share ofwould ~~2012,~~adversely ~~the~~affect ~~$50~~our ~~per~~remaining ~~month retainer obligation was mutually suspended at least until a financing transaction is underway~~capital resources.

~~[f]~~In ~~The~~May ~~Company~~2014 ~~engaged~~GeoCam areceived ~~provider~~information ofthat ~~legal~~family members ~~and~~of ~~consulting~~an ~~services~~employee inof ~~connection~~a ~~with~~GeoCam ~~the~~who ~~Nkamouna~~passed ~~Project.~~away ~~The~~are ~~Company~~alleging ~~agreed~~that tothe individual’s ~~pay~~death awas ~~fixed~~due ~~quarterly~~to ~~fee~~worksite conditions and ~~reimbursement~~that ofthey ~~travel~~plan ~~expenditures;~~to ~~the~~take legal ~~payment~~action. ~~for~~As ~~any~~of ~~additional~~the ~~services~~date ~~will be contingent upon completion~~ of afiling ~~successful~~no ~~transaction.~~formal ~~The~~notice ~~contingent success fee as~~ of ~~June~~legal ~~30,~~action ~~2014~~has been isreceived. ~~€349~~GeoCam ~~(equivalent~~plans to ~~approximately~~defend ~~$0.48~~against ~~million)~~the ~~(2013—~~allegations ~~€349~~should ~~(equivalent~~legal action tobe ~~approximately $0~~taken.48 ~~million)).~~

18GeoCam’s operating expenses are paid through capital increases approved by the shareholders of GeoCam and funded in accordance with the respective ownership interests prior to the capital increase. ~~SUBSEQUENT~~We ~~EVENTS~~will be obligated to fund 60.5% of future GeoCam capital increases while we remain a 60.5% shareholder. GeoCam completed a capital increase in October 2012 of which our share was approximately $0.4 million. An additional capital increase totaling approximately $1.2 million was approved by GeoCam shareholders in January 2013, and an initial cash call totaling approximately $0.4 million to fund an initial portion of the capital increase was completed in February, 2013. Our share of the total capital increase was approximately $0.7 million, and our share of the initial cash call was approximately $0.24 million. On April 17, 2013 the second cash call totaling approximately $0.4 million, of which Geovic paid approximately $0.24 million, was completed. On July 31, 2013 the third cash call totaling approximately $0.4 million, of which Geovic paid approximately $0.2 million, was completed. On November 15, 2014 the first cash call totaling approximately $0.5 million was called, of which Geovic’s share was approximately $0.3 million. As of the date of filing the cash call has not been funded by either shareholder. Geovic offset its share of the first cash call with charges to Geocam for the provision of the services of a General Manager in the amount of $0.5 million for the period October 1, 2012 to September 30, 2014. An additional $0.2 million will be available to offset a portion of the remainder of the cash call.

~~Subsequent~~We toexpect ~~June 30,~~our ~~2014~~general inand ~~July~~administrative ~~2014,~~expenses for the ~~Company~~last ~~has~~quarter ~~entered~~of ~~into~~2014 ~~further~~to ~~agreements~~total ~~with~~approximately ~~certain~~$0.8 million, ~~employees to~~including ~~defer~~administrative aexpenses ~~portion~~related ofto ~~their~~other ~~salaries~~resource ~~pending~~entity ~~the~~exploration ~~closing~~activities but ofnot aincluding ~~strategic~~any ~~partner~~ transaction orcosts ~~other~~related ~~events (see Note 6). The deferred salaries for 2014~~ to ~~filing~~a ~~date~~strategic ~~are~~partner transaction ~~equal~~related to ~~$292.~~the ~~The~~Nkamouna ~~agreements~~Project ~~further~~as ~~provide~~well ~~for~~as animpairment, ~~additional~~or ~~incentive which~~other isnon-cash ~~$585~~items, ~~for~~interest ~~2014~~expense related to ~~filing~~the ~~date.~~short ~~The~~term ~~total~~debt ~~2014~~balance ~~deferred~~at ~~salaries~~September 30, 2014 ~~and~~of ~~deferral incentives to filing date are~~ $~~877~~1.9 Asmillion, ~~with~~deferred ~~the~~salary ~~2013~~incentives ~~amounts these will be included in Accrued payroll~~ and related onemployee ~~the consolidated balance sheets, however such~~benefits ~~amounts~~and ~~will~~that ~~not~~during ~~be paid or impact~~ the ~~cash~~last ~~position~~quarter ~~until~~of ~~the~~2014 ~~earlier~~expenditures ~~of:~~for a)exploration ~~receipt~~ of ~~proceeds~~mineral properties, ~~from JXTC~~ or ~~from~~investment ~~any~~in other ~~entity~~resource ~~from~~entities, ~~the sale of our interest~~ in the ~~Cameroon~~United ~~project,~~States ~~b) consummation~~and elsewhere ofwill ~~the~~total ~~acquisition~~approximately of$0.1 ~~the~~million. ~~Company~~We ~~by another~~expect ~~company,~~that c)our ~~receipt~~cash balances ofwill ~~proceeds~~be ~~from~~nearly aexhausted ~~significant~~during ~~financing~~December in2014. anBased ~~amount~~on ~~expected~~our tocurrent planned be2014 ~~sufficient~~expenditures towe ~~cover~~will ~~the~~require ~~Company’s~~additional ~~cash~~financing ~~requirement~~or ~~for~~completion atof a ~~least~~strategic ~~six~~transaction ~~months,~~to orcontinue d)our ~~February 15, 2015~~operations. ~~Such~~We ~~agreements~~continue ~~relate~~ to ~~the salary~~implement ~~deferrals~~cash conservation measures for ~~February~~the ~~2014~~Company and ~~forward~~GeoCam. ~~The~~If ~~January~~we ~~2014~~complete ~~deferral~~a ~~was~~strategic partner ~~subject~~transaction toinvolving the ~~same~~Nkamouna ~~terms~~Project asor ~~the~~any ~~2013~~of ~~agreements~~our ~~and~~other exploration ~~the~~prospects, ~~forbearance~~this asestimate ~~described~~would inbe ~~note~~adjusted 6appropriately.

~~Subsequent~~We tohave ~~June 30,~~budgeted ~~2014,~~a ~~the~~lower ~~Company~~level ~~was~~of ~~delisted~~general byand administrative ~~the~~and ~~TSX~~other onexpenditures ~~July 25,~~for 2014 ~~and~~to ~~has~~reflect ~~transitioned~~our tolimited ~~the~~cash. ~~NEX,~~We have implemented a ~~separate~~number ~~board~~ of cash conservation strategies for the ~~TSX~~Company ~~Venture~~and GeoCam ~~Exchange~~that aswe ofhave ~~July 28,~~described ~~2014~~in ~~trading~~earlier ~~under~~reports ~~the~~that ~~symbol~~we ~~“GMC~~have filed.H” These efforts were implemented to reduce financial commitments and overheads and preserve our cash.

~~Subsequent~~The Company and its subsidiaries have material debt and other similar obligations or commitments from the short-term debt and related interest expense under the Notes, the deferred accrued payroll and related incentives, other deferred payments and any additional amounts that may become due under pending litigation in Cameroon. The Company has delayed payment of liabilities and has accrued, but been unable to ~~June 30~~fully pay GeoCam payroll and related benefits of approximately $0.4 million for the months of April to September 2014. As of the date of filing these liabilities remain outstanding. Due to the delayed payment of these liabilities the Company may be charged penalties in Cameroon, the amount of which cannot be currently estimated. In May 2014 the Company received notification that GeoCam employees were threatening to strike as of May 15, 2014 unless all compensation ~~effective~~arrears were been paid in their entirety and health insurance reinstated. As of the date of this filing no formal strike has taken place. The Company has also been unable to fully pay Geovic Mining Corp. payroll and related benefits of approximately $0.15 for the months of June and July 2014. Further, effective August 1, 2014 the Company laid off three non-executive employees. These employees have not been paid July 2014 payroll, related benefits and unused vacation pay ~~of approximately $17~~.

~~Subsequent~~As of the date of filing these liabilities remain outstanding. We believe there is substantial doubt whether our present capital resources will be sufficient to ~~June 30,~~satisfy ~~2014,~~the onCompany’s ~~July 22,~~existing ~~2014~~capital and liquidity requirements described above, not including any equity requirements in connection with any Nkamouna Project financing by GeoCam or satisfaction of any judgments that may be upheld in final appeals of the ~~Company~~pending ~~entered~~litigation. ~~into~~We have ano ~~securities~~standby ~~purchase~~financing ~~agreement~~arrangements (currently in place. Many of the ~~“Securities~~vendors ~~Purchase~~and ~~Agreement”),~~service ~~registration~~providers ~~rights~~who ~~agreement~~have (provided credit to allow the ~~“Registration~~Company ~~Rights~~to ~~Agreement”)~~continue to operate are now refusing to provide further credit. If we are unable to find replacement vendors and ~~note~~service ~~purchase~~providers ~~agreement~~and ~~(the~~obtain ~~“Note~~additional ~~Purchase~~capital, ~~Agreement”)~~we will need to further curtail our operations, into ~~each~~the ~~case~~extent ~~with~~possible, ~~Tangiers~~in ~~Investment~~order to ~~Group~~preserve funds, ~~LLC~~which ~~(“Tangiers”).~~could materially harm our business and our ability to achieve

18cash flow in the future, and we may need to cease operations, which could include a bankruptcy filing. Unless we arrange additional financing, we expect to nearly exhaust our cash during December 2014.

~~Table~~Results of ~~Contents~~Operations

~~requested~~Three byMonths ~~the~~Ended ~~Company~~September 30, by2014 aCompared ~~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~~ ofThree ~~the~~Months ~~Company’s~~Ended ~~request.~~September 30, ~~The~~2013: 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.

The ~~Securities Purchase Agreement also requires that the~~ Company ~~issue to~~had ~~Tangiers~~no ~~restricted~~revenue ~~Common~~from ~~Stock~~operations ~~equal~~and toincurred ~~2.5%~~losses offrom operations ~~Tangier’s~~during ~~$3.0 million commitment as a commitment fee. The commitment fee Common Stock is issuable by~~ the ~~Company~~third toquarters ~~Tangiers~~of in2014 ~~two~~and ~~50% tranches~~2013, ~~with~~and ~~the~~has ~~first~~had ~~tranche~~no ~~due upon the~~revenue ~~execution~~from ofoperations ~~the~~since ~~Securities~~inception. ~~Purchase~~Until ~~Agreement~~ and ~~the~~unless ~~second~~we ~~tranche~~sell ~~due~~some 60or ~~days~~all ~~following the execution~~ of ~~the~~our interest ~~Securities Purchase Agreement. The number of shares of restricted Common Stock issuable~~ in ~~each tranche is calculated by dividing~~ the ~~dollar~~ ~~amount~~Nkamouna ofProject ~~each~~or ~~tranche~~project byfinancing ~~the~~for ~~average volume weighted average trading price of~~ the ~~Common~~Project ~~Stock~~is secured ~~during~~and ~~the~~construction ~~five~~commences, ~~business~~we ~~days~~expect ~~preceding~~to ~~the~~continue ~~date~~to onreduce ~~which~~our operating ~~the~~and ~~shares~~other ~~for such tranche are due to be issued~~expenditures.

~~Pursuant~~We tohad ~~the~~a ~~Registration~~net ~~Rights~~loss ~~Agreement,~~attributed ~~the Company agreed~~ to ~~prepare and file with~~ the ~~SEC~~Company’s ~~a registration statement on Form S-1 or on~~stockholders ~~such~~of ~~other~~$2,065 ~~form~~for asthe isquarter ~~available~~ended ~~and~~September 30, to2014, ~~cause~~compared ~~such registration statement~~ to ~~be declared effective by~~ the ~~SEC~~net loss ~~prior to the first sale to Tangiers~~ of ~~the~~$2,105 ~~Company’s~~in ~~Common Stock pursuant to~~ the ~~Securities~~quarter ~~Purchase~~ended ~~Agreement~~September 30, 2013.

~~Pursuant~~Exploration toexpenses ~~the~~decreased ~~Note~~by ~~Purchase~~$363 ~~Agreement,~~in the ~~Company~~quarter compared ~~agreed~~ to ~~issue~~the ayear 4%earlier ~~convertible~~period ~~promissory~~mainly ~~note~~due ~~(the~~to ~~“Convertible~~a ~~Note”)~~decrease ~~to Tangiers,~~ in ~~the~~other ~~original~~Company projects ~~principal~~primarily ~~amount of $44,000,~~ in ~~consideration~~New ofCaledonia ~~the~~($224) ~~payment~~and ~~by Tangiers of~~ a ~~purchase~~decrease ~~price~~in ~~equal to $40,000, with $4,000 retained by Tangiers as original issue discount for due diligence, document preparation and legal~~exploration ~~expenses~~expense in ~~connection~~Cameroon ~~with~~($126) ~~the transactions contemplated by the Note Purchase Agreement~~and. ~~The Company issued the Convertible Note on July 22, 2014.~~

~~The~~General ~~Convertible~~and ~~Note~~administrative ~~matures~~expenses ondecreased ~~July 22,~~$272 ~~2015~~in the quarter, atwhen ~~which~~compared ~~time~~to the ~~outstanding~~second ~~principal~~quarter ~~amount~~ of ~~the Convertible Note and all accrued and unpaid interest thereon is due and payable by the Company~~2013. The ~~Convertible~~decrease ~~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~~largely ~~Note’s~~due ~~issuance,~~ to ~~the~~lower ~~extent~~insurance, ~~such~~audit ~~principal amount~~ and ~~interest~~legal ~~have been repaid or converted into the Company’s Common Stock~~expenses. ~~The~~Lower ~~Convertible~~salaries ~~Note~~in ~~is convertible into shares of~~ the ~~Company’s~~third ~~Common Stock at the option~~ quarter of ~~Tangiers at~~2014 acompared ~~conversion price equal~~ to ~~50%~~third ofquarter ~~the~~2013 ~~lowest~~were ~~trading~~offset ~~price~~by of the ~~Company’s~~salary ~~Common~~deferral incentives ~~Stock~~in ~~during~~ the 20third ~~consecutive~~quarter ~~trading~~of ~~days~~2014. ~~prior~~The toCompany ~~the~~continues ~~date on which Tangiers elects~~ to ~~convert~~reduce general ~~all~~and oradministrative ~~part of the Convertible Note~~expenses.

~~The~~Interest ~~Convertible~~and ~~Note~~bank ~~contains~~charges ~~certain~~have ~~events~~increased ~~of default, including with respect to defaults in payment obligations, the commencement of~~by ~~bankruptcy~~approximately ~~proceedings~~$859 ~~and~~due ~~certain failures relating~~ to ~~the~~interest ~~listing,~~accrued ~~trading~~on ~~and bid price of~~ the ~~Company’s~~short ~~Common~~term ~~Stock,~~debt ~~the occurrence of which may result~~ in ~~acceleration of~~ the ~~Company’s obligation to pay the outstanding principal~~second ~~amount~~quarter of ~~the Convertible Note and all accrued and unpaid interest thereon~~2014. ~~Upon~~Other ~~the~~income ~~occurrence~~decreased ~~and~~due ~~during the continuance of any event of default, additional interest will accrue at the rate equal~~ to ~~the~~no ~~lower~~equipment ofrental ~~20% per~~income ~~annum or the highest~~in ~~rate~~Cameroon ~~permitted~~in ~~by law and liquidated damages will accrue at~~ the ~~rate~~second ofquarter ~~$1,000 per day. In the event~~ of any acceleration following an event of default, the amount due and owing to Tangiers under the Convertible Note will be increased to 150% of the outstanding principal amount of the Convertible Note plus all accrued and unpaid interest, fees and liquidated damages, if any2014.

~~ITEM~~The 2.gain ~~MANAGEMENT’S~~on ~~DISCUSSION~~disposal ~~AND~~increased ~~ANALYSIS~~by OF$65 ~~FINANCIAL~~due ~~CONDITION~~to ~~AND~~the ~~RESULTS~~sale of OFassets ~~OPERATIONS~~in Cameroon in the third quarter of 2014.

~~The following~~As ~~discussion~~an ~~and~~exploration ~~analysis~~stage ~~should~~company, bewe ~~read~~have incharged ~~conjunction~~our exploration ~~with “Management’s Discussion~~ and ~~Analysis~~pre-construction ofexpenses ~~Financial~~incurred ~~Condition~~for ~~and~~GeoCam ~~Results~~to ofoperations ~~Operations” contained~~ in ~~our Annual Report on Form 10-K for the year ended~~ ~~December 31, 2013 as well as with~~ the ~~financial~~periods ~~and~~incurred ~~related notes~~ and ~~the~~no ~~other~~such ~~information~~expenditures ~~appearing~~have ~~elsewhere~~been ~~in this report~~capitalized. AsWe ~~used~~expect to incontinue this ~~report,~~practice ~~unless~~until ~~the~~a ~~context~~final ~~otherwise~~development ~~indicates,~~and ~~references~~mining toplan ~~“we”,~~is ~~“our”,~~adopted ~~“ours”~~ and ~~“us”~~project ~~refer~~financing tois ~~Geovic Mining Corp~~committed. ~~and its subsidiaries collectively.~~

~~Overview~~Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013:

~~This~~The ~~Management’s~~Company ~~Discussion~~had ~~and~~no ~~Analysis~~revenue ~~(“MD&A”)~~from isoperations ~~intended to provide an analysis of our capital resources~~ and ~~liquidity~~incurred atlosses from ~~June 30,~~operations ~~2014,~~during ~~and financial results for~~ the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2014 ~~compared~~and to2013, ~~the~~and has ~~prior~~had ~~period.~~no ~~All~~revenue ~~amounts~~from ~~are~~operations ~~presented~~since ininception. ~~United~~Until ~~States~~and ~~dollars~~ unless ~~indicated~~we ~~otherwise.~~sell some ~~Reference~~or ~~should~~all ~~also~~of beour ~~made~~interest toin the ~~financial~~ ~~statements~~Nkamouna ~~filed~~Project ~~with~~or ~~this~~project ~~report~~financing ~~and~~ for the ~~Company’s~~Project ~~other~~is ~~disclosure~~secured ~~materials~~and ~~filed~~construction ~~from~~commences, ~~time~~we expect to ~~time~~continue onto reduce ~~www.sec.gov~~our oroperating ~~www.sedar.com~~and orother ~~the Company’s website at www~~expenditures.~~geovic.net.~~

19We had a net loss attributed to the Company’s stockholders of $5,767 for the nine months ended September 30, 2014, compared to the net loss of $5,645 in the nine months ended September 30, 2013.

~~Table~~Exploration expenses decreased by $852 in the nine months ended September 30, 2014 compared to the year earlier period mainly due to the sale of ~~Contents~~property interests in New Mexico ($300), decrease in exploration expense in Cameroon ($284), and a decrease in other Company projects primarily in New Caledonia ($344) and Papua New Guinea ($26), offset by an increase in exploration expenses in Arizona ($104).

~~Business~~General and administrative expenses decreased $545 in the nine months ended September 30, 2014, when compared to the same period of 2013. The decrease is largely due to lower insurance, audit and legal expenses. Lower salaries in the nine months ended September 30, 2014 compared to the same period in 2014 were offset by the salary deferral incentives in the nine months ended September 30, 2014. The Company continues to reduce general and administrative expenses.

WeInterest ~~are engaged in the business of identifying, exploring~~ and ~~initially~~bank ~~developing~~charges ~~mineral~~have ~~exploration~~increased ~~prospects.~~by approximately ~~Our primary asset is a cobalt~~$1, ~~nickel,~~879 ~~and~~due ~~manganese~~to ~~mining~~interest ~~project~~accrued inon ~~Cameroon, Africa (~~the ~~“Nkamouna~~short ~~Project”)~~term ~~held~~debt byduring ~~GeoCam,~~the ~~our~~nine months ~~majority-owned~~ended ~~(60.5%)~~September ~~subsidiary~~30, ~~incorporated under the laws of the Republic of Cameroon~~2014. WeOther ~~also~~income ~~explore~~decreased ~~for~~due ~~exploitable~~to ~~deposits~~no ofequipment ~~other~~rental ~~minerals.~~income ~~We hold the following early stage exploration prospects: exploration licenses~~ in ~~New~~Cameroon ~~Caledonia (chromite); state exploration permits~~ in ~~Arizona~~the ~~(gold);~~nine ~~mineral~~months ~~leases~~ended ~~and~~September ~~mining claims in Colorado and Wyoming (uranium); mining~~30, ~~claims in New Mexico and California (rare earth and other specialty metals); and an exploration license in Papua New Guinea (advanced and specialty metals)~~2014.

~~Our~~The ~~ability~~gain ~~to continue operations in the future will be largely dependent~~ on ~~our~~disposal ~~ability~~increased toby ~~arrange~~$164 amainly ~~strategic~~due ~~investment in the Nkamouna~~to ~~Project. We expect that such an investment would involve~~ the sale of ~~some~~assets ~~or all of our interest~~ in ~~the~~Cameroon ~~Project. We do not have available financial resources necessary to construct and open the Nkamouna Project. We are proactively pursuing a strategic investment which, if completed, would result~~ in ~~our selling some or all of our interest in~~ the ~~Nkamouna~~nine ~~Project~~months toended ~~a third party~~September 30, 2014.

On July 23, 2013 the Company announced that it had agreed to the terms and conditions of a Definitive Agreement (“DA”) with Jiangxi Rare Metals Tungsten Holdings Group Company Ltd (“JXTC”) of Nanchang, Jiangxi Province, China. JXTC is a state owned large-scale industrial enterprise with significant mining and industrial operations in cobalt, copper, tungsten, and other rare metals. The terms and conditions of the DA were agreed amongst JXTC, Societe Nationale d’Investissement du Cameroun (“SNI”), the National Investment Corporation of Cameroon that owns or represents 39.5% of GeoCam, the Company, Geovic Ltd. and GeoCam. 28

~~The~~As ~~transaction~~an ~~contemplated~~exploration bystage ~~the~~company, DAwe ~~establishes JXTC’s intent to acquire 60.5% of the existing~~have ~~shares~~charged ofour ~~GeoCam~~exploration ~~pursuant to the execution of a share purchase agreement between JXTC~~ and ~~Geovic~~pre-construction ~~which~~expenses isincurred ~~expected~~for toGeoCam ~~be subject~~ to ~~a variety of conditions and approvals, many of which are outside our control. There is no assurance that this~~ ~~agreement~~operations ~~will be finalized, or that the transaction contemplated therein will be completed. This proposed transaction would result~~ in the ~~complete~~periods ~~disposition~~incurred ~~of the Company’s interest in GeoCam~~ and ~~the~~no ~~Nkamouna~~such ~~Project.~~expenditures Inhave ~~addition to~~been ~~acquiring 60~~capitalized.5% ~~interest~~We inexpect ~~GeoCam, JXTC would also secure 100% of the mixed cobalt-nickel sulphide product~~ to becontinue ~~produced~~this bypractice ~~the~~until ~~Nkamouna~~a ~~Project.~~final ~~The~~development ~~share~~and mining ~~purchase~~plan ~~agreement~~ is ~~not~~adopted ~~yet finalized~~ and ~~would~~project ~~require~~financing ~~the~~is ~~approval of the stockholders of the Company~~committed.

~~The~~Off-Balance DASheet ~~expired~~Arrangements on March 31, 2014 and as at that date the parties had not entered into a share purchase agreement. The parties to the DA are working on an extension of the agreement to a future date. There can be no assurance that an extension of the DA will be agreed to among the parties to the DA, that a share purchase agreement will ultimately be entered into or that the transactions contemplated therein will be completed.

IfWe anhave ~~agreement~~no isoff ~~reached,~~balance itsheet ~~would~~arrangements bethat ~~subject,~~are ~~among~~reasonably ~~other~~likely ~~matters,~~ to ~~approval~~have ~~of our stockholders. If we are unable to complete and close an agreement to sell~~ a ~~significant~~current ~~interest~~or infuture ~~the~~effect ~~Nkamouna project to a strategic partner in a timely manner, our plan is to place the Nkamouna Project~~ on ~~a “care and maintenance” status and significantly further reduce~~ our ~~level~~financial ofcondition, ~~expenditures in Cameroon. In such event~~revenues, ~~we would not have sufficient resources to maintain our interest in the Project indefinitely and we could lose our interest in the~~results ~~Project.~~of ~~In such a scenario~~operations, ~~our~~liquidity ~~cash~~or ~~resources~~capital ~~would likely be insufficient to sustain our other business activities~~expenditures.

WeSafe ~~are~~Harbor ~~endeavoring to~~Statement arrange additional financing which would allow us to continue work on our mineral projects and pay our expenses. If we are unable to arrange adequate financing, we may seek to further reduce our operations, to the extent possible, while we continue efforts to monetize our investment in GeoCam, or we may cease operations, which could include a bankruptcy filing. Unless we arrange additional financing, we expect to nearly exhaust our cash during August 2014.

~~During~~Certain ~~2014~~statements ~~and~~in ~~2013~~this ~~the~~report ~~Company~~constitute ~~entered into note purchase agreements (each a~~ “~~Note Purchase Agreement~~forwarding-looking statements” ~~and~~within ~~collectively~~ the ~~“Note~~ ~~Purchase~~meaning ~~Agreements”)~~of ~~with~~Section 27A ~~a number~~ of ~~parties~~the ~~(each~~Securities aAct ~~“Purchaser”).~~of 1933, ~~Pursuant~~Section 21E toof the ~~Note~~Securities ~~Purchase~~and ~~Agreements,~~Exchange ~~the~~Act ~~Company~~of ~~agreed~~1934 toand applicable ~~issue~~Canadian ~~promissory~~securities ~~notes~~laws. ~~(each~~Certain, abut ~~“Note”~~not ~~and~~necessarily ~~collectively~~all, ~~the~~of ~~“Notes”) to~~such ~~the~~forward-looking ~~Purchasers~~statements incan ~~the~~be ~~aggregate~~identified ~~principal~~by ~~amount~~the use of ~~$1,355~~forward-looking terminology such as at“believes,” ~~June 30~~“expects,” ~~2014~~“may,” ~~(December~~“will,” 31“would”, ~~2013—$605)~~“should,” inor “anticipates” ~~consideration~~or of the ~~payment~~negative bythereof ~~each~~or ~~Purchaser~~other ofvariations athereon ~~purchase~~or ~~price~~comparable terminology, ~~equal~~or toby ~~the~~discussions ~~principal~~of ~~amount~~strategy ofthat ~~such~~involve ~~Purchaser’s~~risks ~~respective~~and ~~Note~~uncertainties.

~~Each~~All ~~Note~~statements ~~matures~~other ~~one~~than ~~year~~statements ~~from~~of historical fact, included in this report regarding our financial position, business and plans or objectives for future operations are forward-looking statements. Without limiting the ~~date~~broader description of ~~issuance~~forward-looking atstatements ~~which~~above, we ~~time~~specifically note the ~~outstanding~~forward ~~principal~~looking statements with respect to exploration and mine development, construction and expansion plans, costs, grade, production and recovery rates, permitting, financing needs, the availability of financing on acceptable terms or other sources of funding, the timing of additional tests, feasibility studies and environmental permitting, estimates of mineral reserves and mineralized material; our expectations regarding the amount of ~~each~~capital ~~Note~~required prior to production at the Nkamouna Project and ~~all~~our ability ~~accrued~~to source the required capital; success of exploration activities; permitting time lines; construction and ~~unpaid~~capital ~~interest~~costs; ~~thereon~~operating isexpenses; currency ~~due~~fluctuations; requirements for additional capital; our expectations regarding processing and ~~payable~~marketing byof future production from the ~~Company.~~Nkamouna Project; ~~Interest~~our ~~accrues~~ability to enter into off-take arrangements; government regulation of mining operations; environmental risks; unanticipated reclamation expenses; title disputes or claims; limitations on insurance coverage; commencement of mine production, anticipated expenditures for the ~~outstanding~~remainder ~~principal~~of ~~balance~~2014; and our expectations regarding securing a potential strategic investor for, or a sale of ~~each~~our ~~Note~~interest atin, the ~~rate~~Nkamouna Project and future debt and equity financing for the Project, and our ability to satisfy our cash requirements. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of ~~200% per~~the ~~annum~~Company onto be materially different from any future results, performance or achievements expressed or implied by the ~~Notes~~forward-looking ~~issued~~statements. Such risks and other factors include, among others, the risk factors discussed in ~~2013~~“Risk Factors,” and ~~January~~other ~~2014~~factors described in other filings with the U.S. Securities and ~~300% per~~Exchange ~~annum~~Commission (the “SEC”) and Canadian securities regulatory authorities. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this annual report speak only as of the ~~Notes~~date ~~issued~~hereof. ~~from~~The ~~February~~Company does not undertake any obligation to ~~June~~release ~~2014~~publicly any revisions to these forward-looking statements to reflect new information, events or circumstances except as may be required under applicable securities laws.

20ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~Table~~Not ofrequired. ~~Contents~~

InITEM ~~June~~4. ~~2014~~CONTROLS ~~the~~AND ~~Company issued an additional note in the principal amount of $25 under similar terms as noted above except at an interest rate of 150% and due in six months at December 31, 2014.~~ PROCEDURES

~~The~~Disclosure ~~Company~~Controls ~~may prepay each Note, in whole or in part~~ and without penalty, at any time upon 30 calendar days’ prior written notice. The Company is required to prepay each Note, in whole and without penalty, within five business days following the consummation of any acquisition by JXTC or by any other entity of the Company’s 60.5% interest in GeoCam or the consummation of the acquisition of the Company by another company. The Notes contain events of default and other terms and conditions. Procedures

InWe ~~April~~maintain ~~2014~~disclosure ~~the Company~~ controls and ~~the~~procedures JSthat ~~Group~~are ~~entered~~designed ~~into~~to aensure ~~letter~~that ofinformation ~~agreement~~required ~~amending~~to ~~the original Wind Mountain Joint Venture~~be ~~(“WMJV”)~~disclosed ~~agreement~~in ~~whereby~~our ~~the~~filings JSunder ~~Group have~~ the ~~option~~Exchange toAct ~~acquire~~is anrecorded, ~~additional~~processed, summarized ~~30%~~and ofreported within the ~~WMJV~~periods ~~mining~~specified ~~claims~~in ~~for a total consideration of $0.3 million upon~~ the ~~completion~~rules ~~of the first phase of activities~~ and ~~funding~~forms ~~related to WMJV. Further, upon payment~~ of the $0SEC.3 This ~~million~~information ~~consideration, Geovic~~ is toaccumulated ~~convey~~ and ~~assign~~communicated ~~90%~~to ofour ~~the~~Chief Executive ~~interest~~Officer inand ~~the~~Chief ~~mining~~Financial ~~claims~~Officer to JSallow ~~Group.~~timely ~~Upon~~decisions regarding ~~the~~required JSdisclosure. Our ~~Group~~Chief ~~electing~~Executive toOfficer ~~acquire~~and ~~the~~Chief Financial ~~additional~~Officer ~~30%~~evaluated ~~from~~ the ~~Company,~~effectiveness ~~Geovic~~of ~~shall~~our ~~have~~disclosure ancontrols ~~option to~~and ~~reacquire~~procedures ~~15%~~(as ofdefined ~~the~~in ~~interest~~Rule ~~for~~13a-15(e) ~~$150~~and ~~upon~~Rule ~~written~~15d-15(e) ~~notice~~of to the JSExchange Act) ~~Group~~as ~~prior~~of to the ~~receipt~~end of the ~~assay~~period ~~results~~covered ofby ~~the~~this ~~first~~report. Based ~~core~~on ~~sample~~that evaluation ~~during~~and the ~~second~~requirements ~~phase~~ of the ~~project.~~Exchange InAct, ~~April~~our ~~2014~~Chief ~~upon~~Executive Officer ~~completion~~and ofChief ~~the~~Financial ~~first~~Officer ~~phase~~concluded that, as of ~~activities~~September ~~and funding~~30, ~~the~~2014, our JSdisclosure ~~Group~~controls ~~elected~~and toprocedures ~~exercise~~could ~~such~~be ~~option~~considered to ~~acquire~~now anbe ~~additional~~ineffective due ~~30%~~to the ~~for~~small ~~$0.3~~size ~~million for a total interest~~ of ~~90%.~~our ~~Upon~~company, ~~receipt~~reduction ofin ~~the~~staff ~~$0.3~~and ~~million~~consultants and ~~consideration,~~may ~~the~~not ~~Company~~provide ~~assigned~~for the ~~full~~required ~~90%~~segregation of ~~the~~duty ~~mining~~control ~~claims to the JS Group.~~ functions

~~On April~~ 29, 2014 the Company was contacted by the TSX regarding the issuance of the short term debt promissory notes and note purchase agreements, specifically regarding the interest rates of 200-300%. The Company was informed that in failing to notify the TSX prior to the issuance of the Notes the Company contravened Subsection 501(c) of the TSX Company Manual. TSX informed the Company that acceptance of the issuance of the Notes was subject to the following: the Company must immediately notify the lenders that interest on the Notes will not be paid until such time as disinterested shareholder approval is received; within one business day of approval by disinterested shareholders the Company must provide to the TSX (a) a certified resolution of the Board of Directors, excluding any Directors that subscribed for Notes, approving the issuance of the Notes; (b) a certified resolution of the disinterested shareholders approving the issuance of the Notes along with a copy of the scrutineers report evidencing such approval; and, (c) a commercial copy of the proxy statement sent to shareholders in connection with the 2014 Annual Meeting with the comments of the TSX incorporated therein. The Company received disinterested shareholder approval at its Annual Meeting of Stockholders in June 2014 and provided the TSX the required documentation.

OnInternal ~~May 1,~~Control ~~2014,~~Over ~~the Company received notice from the TSX that the TSX was reviewing the Company’s eligibility~~Financial for the continued listing of its shares of common stock on the TSX (the “Continued Listing Review”). The TSX granted the Company 30 days to demonstrate that it complies with all of the TSX continued listing requirements that are applicable to the Company. The TSX advised the Company that the Continued Listing Review was being conducted in connection with the Company’s issuance of the Notes to certain related parties in 2013 and the first quarter of 2014. Specifically, the notice from the TSX states that the Company failed to seek the TSX’s prior approval of the Notes transaction and prior disinterested shareholder approval for the issuance of the Notes, in each case as required under the Section 501(c) of the TSX Company Manual. The notice also stated that the Company appears to have breached the TSX’s Timely Disclosure Policy for its failure to new release the key details of the Notes, including the interest rates, which the TSX believes are not commercially reasonable. The Company provided the TSX with written submissions addressing the deficiencies identified in the notice and received an extension to July 25, 2014 in order to put in place an orderly transition to another exchange. On July 25, 2014 the Company was delisted by the TSX and transitioned to the NEX, a separate board of the TSX Venture Exchange as of July 28, 2014 under the symbol “GMC.H”. Reporting

AOur ~~feasibility~~management ~~study~~is responsible for ~~the~~establishing ~~Nkamouna~~and ~~Project~~maintaining ~~was~~adequate ~~completed~~internal incontrol ~~April~~over ~~2011,~~financial reporting ~~which~~(as ~~estimated~~defined ~~approximately~~in ~~$617~~Rule ~~million~~13a-15(f) ofunder ~~initial~~the ~~capital costs,~~Exchange ~~including~~Act). Management ~~contingencies,~~conducted toan ~~construct~~evaluation ~~and~~of ~~start-up~~ the ~~Nkamouna~~effectiveness ~~Project.~~of ~~The~~our internal ~~GeoCam~~control over financial ~~advisor~~reporting ~~estimated~~and determined that ~~the~~our ~~total~~internal control ofover ~~capital,~~financial ~~financing,~~reporting ~~working~~was ~~capital,~~ineffective ~~contingency~~as ~~and~~of ~~start-up~~September ~~costs~~30, ~~would~~2014 bedue to ~~approximately~~significant ~~$698~~deficiencies ~~million,~~resulting ~~based~~from ~~on estimates~~the ~~included~~current infinancial position of the ~~feasibility study~~Company. A ~~Additionally,~~significant ~~cost~~deficiency ~~overrun~~is ~~requirements~~a ofdeficiency, ~~lenders~~or toa combination ~~the~~of ~~Nkamouna~~deficiencies, ~~Project~~in ~~were~~internal ~~projected~~control toover befinancial ~~approximately $100 million~~reporting.

Since the feasibility study was completed, we have devoted most of our efforts to seeking and evaluating a means to finance the Nkamouna Project. We have considered many possible alternatives, including joint ventures or similar arrangements, which may include a sale of a significant portion or all of our interest in the Nkamouna Project to strategic investors who could assist in financing and would have an interest in purchasing the cobalt, nickel and manganese products produced from the Nkamouna Project. Beyond the Nkamouna Project financing we would also face other significant issues affecting development and operation of the Nkamouna Project. These include operating the Nkamouna Project through GeoCam as an autonomous Cameroonian entity, and GeoCamManagement’s ~~ability to recruit, train and retain a team of qualified mining professionals and a stable local workforce to~~assessment ~~manage~~identified the ~~development,~~following ~~construction~~significant ~~and~~deficiencies ~~operation of the Nkamouna Project~~ in ainternal ~~relatively~~control ~~undeveloped,~~over financial ~~remote area in Cameroon.~~ reporting:

~~Since 2012~~• The wesize ~~have~~of ~~been~~our ~~seeking~~Company limits our ability to 1)achieve ~~realize~~the ~~value~~desired ~~for~~level of segregation of internal controls, duties and financial reporting. The Company has a CEO and CFO and an Audit Committee who review and oversee the ~~Cameroonian~~financial ~~assets~~policies and 2)procedures ~~shift~~of the Company, which achieves a degree of segregation. However, until such time as the Company’s ~~focus~~is able to ahire ~~prospect~~additional ~~generation~~officers and ~~strategic~~staff, ~~investment~~we believe ~~business~~we ~~model.~~do ~~Since~~not ~~our~~meet ~~position~~the infull ~~GeoCam~~requirement ~~will~~for ~~likely~~adequate besegregation ~~significantly~~of ~~diminished or~~ duties.

21• The size of our Company limits our desired level of corporate governance to ensure that all of our contractual and other agreements are in accordance with all relevant terms and conditions. Due to our limited capital resources and staffing, agreements for payment with certain contractors may be formalized after the work is performed when additional resources become available to pay for the services.

~~Table~~As a result of ~~Contents~~the significant deficiencies in internal control over financial reporting described above, the Company’s management has concluded that, as of September 30, 2014, the Company's internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by the COSO.

~~completely~~As ~~eliminated~~of ~~through~~October ~~strategic~~22, ~~investment~~2014, ~~upon~~the Company’s ~~completion~~former ofCFO resigned resulting in a ~~financing~~current ~~transaction,~~member of the ~~future~~Audit Committee ~~direction~~being ~~for~~appointed as the ~~Company~~CFO. ~~will~~This beresulted toin ~~identify~~the ~~new~~Audit ~~exploration~~Committee, which ~~prospects~~has three members, ~~minimally~~only having two independent members. Only two members ~~develop~~of ~~and~~the ~~prioritize~~five ~~existing~~persons ~~and~~Board ~~new~~of ~~prospects~~Directors are now independent. To date, the ~~and~~Company ~~sell~~has ornot ~~joint~~been ~~venture~~able ~~further~~to ~~exploration~~add ~~and~~any ~~development~~additional members to its Board of Directors ~~those~~and ~~prospects~~Audit toCommittee ~~others~~due its limited financial resources. ~~The~~When the Company ~~expects~~obtains sufficient funding, management intends to ~~take~~add ~~prospects~~additional independent members to athe ~~level~~Board ~~where~~of ~~they~~Directors, ~~can~~modify bethe ~~timely~~Audit ~~monetized~~Committee ~~through~~so ~~strategic~~that it each ~~investments~~are bycomprised ~~others~~of ~~who~~a ~~have~~sufficient number of independent directors and that the Board ~~resources~~of Directors and ~~staying~~Audit ~~ability~~Committee will thus further assist the Company in addressing the identified deficiencies. The Company’s lack of current financial resources makes it unfeasible for the Company to ~~complete~~hire ~~advanced~~the appropriate ~~exploration,~~number ~~permitting~~of personnel needed to overcome these deficiencies and ensure ~~development.~~that appropriate controls and segregation of responsibilities exist.

We ~~are~~continue ~~the majority shareholder of GeoCam. Under the Shareholder Agreement, GeoCam is operated as an autonomous entity and governed by a Board of Directors~~ to ~~which~~follow ~~we select three of~~ the ~~five directors and two directors are selected by the other shareholders.~~ Astandards ~~strategic~~for ~~investment would necessitate agreement among Geovic, SNI, and~~ the ~~new~~Public ~~investors,~~Company ~~and~~Accounting ~~approval~~Oversight ~~by the GeoCam~~ Board of(United ~~Directors.~~States) ~~While we represent the majority of Directors on the GeoCam Board, we generally have not taken major strategic~~for ~~actions~~internal orcontrol ~~decisions~~over ~~without~~financial ~~general~~reporting ~~concurrence by the other shareholders who are collectively represented by SNI. We view a good working relationship with the other shareholders of GeoCam as important~~ to ~~the~~include ~~future~~procedures ~~success of the Nkamouna Project.~~ that:

~~Capital~~· Maintain the ~~Resources~~records in reasonable detail accurately that fairly reflect the transactions and ~~Liquidity~~dispositions of the Company's assets;

~~Our~~· ~~ability~~Provide reasonable toassurance ~~access~~that ~~additional~~transactions ~~financing~~are ~~and~~recorded toas ~~monetize~~necessary ~~the Nkamouna Project are critical~~ to ~~our~~permit preparation ~~future financial condition. Since the completion~~ of the ~~feasibility~~financial ~~study~~statements in ~~April~~accordance ~~2011,~~with ~~spending~~generally ~~activity for the Nkamouna Project has mainly been~~accepted ~~limited~~accounting ~~to securing the Nkamouna Project site and protecting assets~~principles, ~~continuing environmental monitoring~~ and ~~community~~that ~~development~~receipts ~~programs,~~ and ~~assisting~~expenditures ~~potential~~are ~~strategic~~being ~~investors~~made ~~with their due diligence activities. Given our limited financial~~only ~~resources,~~in weaccordance ~~plan~~with toauthorizations ~~continue~~of ~~this~~management ~~approach~~and ~~until we are reasonably satisfied that an appropriate strategic transaction for~~ the ~~Nkamouna~~Board ~~Project~~of ~~can~~Directors; ~~be completed or the Project is put on “care~~ and ~~maintenance” basis.~~

At· Provide reasonable ~~June 30,~~assurance ~~2014~~regarding weprevention ~~had~~or ~~approximately~~timely ~~$99~~detection of ~~unrestricted cash and cash equivalents on a consolidated basis compared to $181 at~~unauthorized ~~December 31~~acquisition, ~~2013~~use, aor ~~decrease~~disposition of ~~approximately $82 during~~ the ~~six~~Company's ~~months~~assets ~~ended~~that ~~June 30,~~could ~~2014.~~have ~~Our~~a material ~~cash~~effect ison ~~invested in U.S. dollar deposits and in~~ the ~~Cameroon~~financial ~~branch of a large international bank~~statements.

~~During~~Our ~~2014~~management ~~and~~has ~~2013~~determined that ~~the~~there ~~Company~~are ~~entered~~deficiencies ~~into~~related ~~note~~to ~~purchase~~segregation ~~agreements with a number~~ of ~~parties.~~duties, ~~Pursuant to the Note Purchase Agreements~~however, ~~the~~management ~~Company~~has ~~agreed~~further todetermined ~~issue~~that ~~promissory~~there ~~notes~~were tono ~~the~~changes ~~Purchasers~~made in ~~the~~our ~~aggregate~~internal ~~principal~~controls over ~~amount~~financial ofreporting ~~$1,355~~during asthe atfiscal ~~June 30,~~year 2014 ~~(December~~that 31have materially affected, ~~2013—$605)~~or inare ~~consideration~~reasonably oflikely ~~the~~to ~~payment~~materially byaffect ~~each~~our ~~Purchaser~~internal ofcontrol ~~a purchase price equal to the~~over ~~principal~~financial ~~amount of such Purchaser’s respective Note~~reporting.

~~Each~~The ~~Note~~December ~~matures~~31, ~~one~~2013 ~~year~~annual report ~~from~~does ~~the~~not ~~date~~include ofan ~~issuance,~~attestation atreport ~~which~~of ~~time~~ the ~~outstanding~~ ~~principal~~Company’s ~~amount~~registered public ofaccounting ~~each~~firm ~~Note~~regarding ~~and~~internal ~~all~~control ~~accrued~~over ~~and~~financial reporting. Management’s ~~unpaid~~report ~~interest~~was ~~thereon~~not issubject ~~due~~to ~~and~~attestation ~~payable~~ by the Company.’s ~~Interest~~registered ~~accrues~~public onaccounting ~~the~~firm ~~outstanding~~pursuant ~~principal~~to ~~balance~~rules of ~~each Note at~~ the ~~rate of 200% per annum on the Notes issued in~~Securities ~~2013~~ and ~~January~~Exchange ~~2014~~Commission ~~and~~that ~~300% per~~permit ~~annum~~the onCompany ~~the~~to ~~Notes~~provide ~~issued~~only ~~from~~management’s report ~~February~~in tothis ~~June~~annual ~~2014~~report.

~~In June 2014 the Company issued an additional note in the principal amount of $25 under similar terms as noted above except at an interest rate of 150% and due in six months at December 31, 2014.~~ 30

Geovic Mining Corp.

~~The Company may prepay each Note, in whole or in part and without penalty, at any time upon 30 calendar days’ prior written notice. The~~(an ~~Company~~exploration isstage required to prepay each Note, in whole and without penalty, within five business days following the consummation of any acquisition by JXTC or by any other entity of the Company’s 60.5% interest in GeoCam or the consummation of the acquisition of the Company by another company.) ~~The Notes contain events of default and other terms and conditions.~~

~~The~~CONDENSED ~~following~~CONSOLIDATED ~~table~~STATEMENTS OF ~~summarizes~~OPERATIONS ~~the principal amounts of the Notes issued and outstanding as of June 30, 2014 and December 31, 2013 and identifies the parties to which the Notes have been issued:~~

	June 30,2014		December 31,2013
Richard G. Buckovic	$	130	$	100
Norman C. Rose		30		30
M N Rose Shelter Credit Trust		40		40
Paul D. Rose		60		60
Dragon’s Fire Investments LLC		275		225
Thorne Bush Investments LLC		625		150
Airlie Road Investors LLC		75		—
David/Bette McKibben		50		—
John/Jean Anderson		20		—
Bill Shaffer		25		—
Decker JE Halstead, Revocable Living Trust		25		—
Fintech Limited		25		—
Total Short-Term Debt Notes	$	1,380	$	605

(Unaudited, in thousands, except share and per share amounts)


	Three months ended September 30,		Nine months ended September 30,		Unaudited Period from Nov. 16, 1994 (inception) to September 30, 2014
	2014	2013	2014	2013
EXPENSES (INCOME)
Exploration costs [note 4]............	$ 339	$ 702	$ 1,059	$ 1,911	$ 97,350
General and administrative..........	986	1,258	3,194	3,739	53,230
Stock-based compensation [note 8].......................................	—	—	—	4	18,701
Change in fair value of warrants......................................	—	—	—	—	(675 )
Interest and bank charges............	864	5	1,891	12	2,432
Depreciation....................................	49	183	250	581	5,434
Property, plant and equipment impairment.................................	—	309	—	309	309
Mineral property impairment.......	—	—	—	—	3,244

Total Expenses.........................................	2,238	2,457	6,394	6,556	180,025
Other Income..................................	—	(9 )	—	(91 )	(1,894 )
(Gain)/Loss on disposal of asset.............................................	(53 )	12	(179 )	(15 )	180
Interest income...............................	—	—	—	—	(4,861 )

Net loss before income taxes..................	(2,185 )	(2,460 )	(6,215 )	(6,450 )	(173,450 )
Income tax benefit [note 13].................	—	—	—	—	(65 )

Consolidated net loss..............................	(2,185 )	(2,460 )	(6,215 )	(6,450 )	(173,385 )

Less: Net loss attributed to the non-controlling interest...............................	(120 )	(355 )	(448 )	(805 )	(32,830 )

Net loss attributed to Company stockholders..........................................	$ (2,065)	$ (2,105 )	$ (5,767 )	$ (5,645 )	$ (140,555 )

Net loss per share attributed to Company common stockholders.....	$ (0.02 )	$ (0.02 )	$ (0.05 )	$ (0.05 )

Weighted average shares outstanding basic and diluted..................................	107,551,132	106,700,261	107,053,602	106,659,896

~~Table~~The accompanying notes are an integral part of ~~Contents~~these financial statements

~~The following table summarizes the maturity dates of the Notes issued and outstanding as of June 30, 2014 and December 31, 2013:~~ 4

	June 30,2014		December 31,2013
September 30, 2014	$	120	$	120
October 31, 2014		110		110
November 30, 2014		125		125
December 31, 2014		275		250
January 31, 2015		125		—
February 28, 2015		150		—
March 31, 2015		50		—
April 30, 2015		145		—
May 31, 2015		230		—
June 30, 2015		50		—
Total Short-Term Debt	$	1,380	$	605

Controls and Procedures.

OnChanges ~~July 22,~~in ~~2014,~~internal ~~the~~controls. ~~Company~~Except ~~entered~~as ~~into~~described aabove related ~~securities~~to ~~purchase~~segregation ~~agreement~~of ~~(the~~duties ~~“Securities~~and ~~Purchase Agreement”)~~noted deficiencies, ~~registration~~there ~~rights~~were ~~agreement~~no ~~(the~~changes in ~~“Registration~~our ~~Rights~~internal ~~Agreement”)~~control ~~and~~over ~~note~~financial ~~purchase~~reporting ~~agreement~~that (occurred during the fiscal ~~“Note~~quarter ~~Purchase~~covered ~~Agreement”),~~by inthis ~~each~~report ~~case~~that ~~with~~have ~~Tangiers~~materially ~~Investment~~affected, ~~Group~~or are reasonably likely to materially affect, ~~LLC~~our ~~(“Tangiers”).~~internal control over financial reporting.

~~Pursuant~~The toCompany ~~the Securities Purchase Agreement, Tangiers~~ has ~~committed~~taken tosteps ~~purchase up~~ to ~~$3.0 million of the Company’s common stock, par~~ ~~value~~meet ~~$0.0001~~its ~~per~~Sarbanes-Oxley ~~share~~ (~~the “Common Stock”~~SOX), ~~from~~Section ~~time~~404 tocompliance ~~time~~requirements ~~upon the Company’s advance written request over the course of a 36 month commitment period (the “Commitment Period”), contingent on the Company filing~~ and ~~obtaining~~implement anprocedures ~~effective~~to ~~registration~~assure offinancial ~~the~~reports ~~underlying~~are ~~shares~~prepared in accordance with ~~the~~generally ~~Securities~~accepted ~~and~~accounting ~~Exchange~~principles ~~Commission~~ (~~the “SEC”~~GAAP) and ~~the~~therefore ~~Company timely complying with its reporting requirements under the Securities Exchange Act of 1934, as amended,~~fairly ~~and~~represent ~~applicable SEC regulations. The Company is entitled to request such equity investments from Tangiers from time to time during~~ the ~~Commitment~~results ~~Period in an amount of up to $100,000 per request,~~ and incondition ~~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.

The Securities Purchase Agreement also requires that the Company issue to Tangiers restricted Common Stock equal to 2.5% of Tangier’s $3.0 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 the Securities Purchase Agreement and the second tranche due 60 days following the execution of the Securities Purchase Agreement. The number of shares of restricted Common Stock issuable in each tranche is calculated by dividing the dollar amount of each tranche by the average volume weighted average trading price of the Common Stock during the five business days preceding the date on which the shares for such tranche are due to be issued. 31

PART II—OTHER INFORMATION

~~Pursuant~~ITEM ~~to the Registration Rights Agreement, the Company agreed to prepare and file with the SEC a registration statement on Form S-~~1. orLEGAL on such other form as is available and to cause such registration statement to be declared effective by the SEC prior to the first sale to Tangiers of the Company’s Common Stock pursuant to the Securities Purchase AgreementPROCEEDINGS.

~~Pursuant~~In toNovember ~~the~~2009, ~~Note~~five ~~Purchase~~management ~~Agreement~~level consultants or employees of GeoCam filed litigation in Cameroon, ~~the~~claiming ~~Company~~approximately ~~agreed~~$2.2 million as tocompensation ~~issue~~and damages as a 4%result ~~convertible~~of ~~promissory~~termination ~~note~~of (their services by GeoCam in connection with a reduction in workforce in February and March 2009. In April 2010 the ~~“Convertible~~litigation ~~Note”)~~was todismissed. In July 2010 the ~~Tangiers,~~litigation was brought by four of the claimants before one other jurisdiction and by the fifth claimant in a separate jurisdiction. On June 3, 2011, the ~~original~~High ~~principal~~Court ~~amount~~of Abong-Mbang, the court before which four of the matters were pending entered judgments in favor of the four claimants totaling CFA 780,339,500 (approximately $441.6 million at September 30,~~000~~ 2014). On November 14, in2011, ~~consideration~~the High Court of Mfoundi, Yaoundé, the ~~payment~~court before bywhich ~~Tangiers~~the offifth matter was pending entered a ~~purchase~~judgment ~~price~~in ~~equal~~favor toof ~~$40~~the claimant totaling CFA 118,~~000~~804,219 ~~with~~(approximately $40.2 million at September 30,~~000~~ 2014). ~~retained~~GeoCam byappealed ~~Tangiers~~all asfive ~~original~~matters ~~issue~~to ~~discount~~the ~~for~~next ~~due~~highest ~~diligence~~appellate court in Cameroon, ~~document~~the ~~preparation~~Court ~~and~~of ~~legal expenses~~Appeal inof ~~connection~~the ~~with~~East Region at Bertoua as to the ~~transactions~~four claimants ~~contemplated~~and bythe Court of Appeal of the ~~Note~~Center ~~Purchase~~Region ~~Agreement~~at Yaoundé as to the fifth matter. ~~The~~In ~~Company~~June ~~issued~~2014 the ~~Convertible~~appeal ~~Note~~in onthe ~~July 22~~fifth matter was heard and the earlier court judgment for CFA 118,804,219 (approximately $0.2 million at September 30, 2014) was overturned. However, the claimant may file an appeal or civil claim to another court.

23The Court of Appeal, before which the fifth matter was pending, authorized CFA 51,851,813 (approximately $0.1 million at September 30, 2014) of GeoCam funds to be attached for the benefit of the claimant in the second quarter of 2012 and placed in a restricted account at GeoCam’s bank pending resolution of the case. GeoCam has sought to have this restriction lifted. The matter was adjourned and delayed until subsequent to the date hereof however GeoCam has requested the restriction be immediately lifted based on the fact that the judgment for the entire claim has been overturned.

~~Table~~The Court of ~~Contents~~Appeal, before which the fifth matter was pending, authorized CFA 51,851,813 (approximately $0.1 million at September 30, 2014) of GeoCam funds to be attached for the benefit of the claimant in the second quarter of 2012 and placed in a restricted account at GeoCam’s bank pending resolution of the case. GeoCam has sought unsuccessfully to have this restriction lifted. The appeal of this case has not been decided by the court as of the date this report is filed.

The ~~Convertible~~Court ~~Note~~of ~~matures~~Appeal onbefore ~~July 22, 2015, at~~ which ~~time~~ the ~~outstanding~~other ~~principal~~four ~~amount~~appeals ofwere pending set aside the ~~Convertible~~judgment ~~Note~~of ~~and~~the ~~all~~lower ~~accrued~~court discussed above and ~~unpaid~~awarded ~~interest~~the ~~thereon~~four isclaimants ~~due~~an ~~and~~amount ~~payable~~totaling byCFA ~~the~~125,062,887 (approximately ~~Company~~$0.3 ~~The~~million ~~Convertible~~at ~~Note~~September 30, ~~provides~~2014) ~~for~~in ~~“guaranteed”~~the ~~interest~~fourth onquarter of ~~the~~2012. ~~principal~~GeoCam ~~balance~~has ~~thereof~~filed atappeals ~~the~~in ~~rate~~all offour ~~4%,~~matters which ~~interest~~stayed isenforcement ~~deemed~~of ~~earned~~the asjudgments pending resolution of the ~~date~~appeals. This Court of ~~the~~Appeal ~~Convertible~~also authorized ~~Note’s~~CFA ~~issuance~~108,949,204 to(approximately ~~the~~$0.23 million ~~extent~~at ~~such~~September 30, 2014) ~~principal~~in ~~amount~~GeoCam ~~and~~funds ~~interest~~to ~~have~~be ~~been~~attached ~~repaid~~for orthe ~~converted~~benefit ~~into~~of the ~~Company’s~~claimants ~~Common~~and placed ~~Stock.~~in ~~The~~a ~~Convertible~~restricted ~~Note~~account isat ~~convertible~~GeoCam’s ~~into~~bank ~~shares~~pending final resolution of the ~~Company’s~~appeals. ~~Common~~In ~~Stock~~December at2013 attached funds related to one claim in the ~~option~~amount of CFA ~~Tangiers~~46,353,259 at(approximately a$0.1 ~~conversion~~million) ~~price~~were ~~equal~~released to ~~50%~~GeoCam. ofIn ~~the~~January 2014 ~~lowest~~attached ~~trading~~funds ~~price~~related to two more of the ~~Company’s~~remaining ~~Common~~claims ~~Stock~~in ~~during~~ the 20amount of ~~consecutive~~CFA ~~trading~~42,380,887 ~~days~~(approximately ~~prior~~$0.09 million) were released to ~~the~~GeoCam. ~~date~~In onMay 2014 ~~which~~attached ~~Tangiers~~funds ~~elects~~related to ~~convert~~the ~~all or~~remaining ~~part~~one claimant of ~~the~~CFA ~~Convertible~~20,215,058 (approximately ~~Note~~$0.04 million) were released to GeoCam.

The ~~Convertible~~restricted ~~Note~~funds ~~contains~~related ~~certain events of default, including with respect~~ to ~~defaults in payment obligations,~~ the ~~commencement~~one ofclaimant ~~bankruptcy~~that remained ~~proceedings~~at ~~and certain failures relating to the listing~~September 30, ~~trading~~2014 ~~and~~totaling ~~bid~~approximately ~~price~~$0.1 ofmillion ~~the~~are included ~~Company’s~~as ~~Common~~restricted ~~Stock,~~cash ~~the~~on ~~occurrence~~our ofconsolidated ~~which~~balance ~~may~~sheets. ~~result~~The ~~in acceleration of the~~ Company~~’s obligation to~~ ~~pay~~believes ~~the outstanding principal amount of the Convertible Note and~~ all ~~accrued~~contractual and ~~unpaid~~other ~~interest~~obligations ~~thereon.~~to ~~Upon~~ the ~~occurrence~~five ~~and~~individual ~~during~~claimants were satisfied; ~~the~~however, ~~continuance~~given ofthe ~~any~~judgments, ~~event~~we ofbelieve ~~default,~~it ~~additional~~could ~~interest~~be deemed ~~will~~probable ~~accrue~~that at the ~~rate~~outcome ~~equal~~would tobe ~~the~~unfavorable ~~lower~~to GeoCam ofand, ~~20% per~~therefore, ~~annum~~GeoCam oraccrued ~~the~~approximately ~~highest~~$0.3 ~~rate~~million ~~permitted~~for bythe ~~law~~matters ~~and~~in ~~liquidated~~our consolidated ~~damages~~financial ~~will~~statements at ~~accrue~~the attime the ~~rate~~Court of ~~$1,000~~Appeal ~~per~~reached its ~~day~~decision. InIt ~~the~~is ~~event~~possible ofthat ~~any acceleration following~~ an ~~event~~additional ~~of default, the~~ amount ~~due~~up ~~and owing~~ to ~~Tangiers~~approximately ~~under the Convertible Note~~$0.2 ~~will~~million could be ~~increased~~awarded to ~~150% of~~ the ~~outstanding~~claimants ~~principal~~in ~~amount~~these ~~of the Convertible Note plus all accrued and unpaid interest, fees and liquidated damages, if any~~matters.

~~Our~~In ~~plan~~May ~~for~~2014 ~~the~~GeoCam ~~Nkamouna~~received ~~Project~~information ~~before~~that ~~early~~family members ~~2012~~of ~~had~~an ~~been~~employee ~~to attempt to finance the capital costs, startup expenses and financing costs~~ of ~~the~~ ~~Project using~~ a ~~combination~~GeoCam ofwho ~~debt~~passed ~~secured~~away byare ~~the~~alleging ~~project~~that ~~and owners~~the individual’s ~~equity.~~death Inwas ~~conventional~~due ~~project debt financing, GeoCam would be required~~ to ~~furnish,~~worksite asconditions ~~equity, more than 40% of the total estimated capital~~ and ~~financing~~that ~~costs~~they ~~and expenses~~plan ~~for the Nkamouna Project as a condition~~ to ~~securing~~take legal ~~loans for the balance of such costs and expenses~~action. ~~Based~~As ~~on the estimated capital and start-up costs~~ of the ~~Nkamouna~~date ~~Project, GeoCam’s financial advisor estimated that our share~~ of ~~GeoCam~~ ~~equity~~filing tono ~~complete~~formal ~~such~~notice ~~debt financing for the Nkamouna Project would be approximately $225 million, which reflects the amount~~ of ~~equity~~legal ~~capital~~action ~~we would be required to contribute to GeoCam as a condition to conventional debt financing. We do~~has ~~not~~been ~~have sufficient capital resources available to meet that estimated equity requirement~~received. ~~Our~~GeoCam ~~ability~~plans to ~~raise~~defend ~~additional~~against ~~capital~~the ~~for~~allegations ~~this~~should ~~purpose would depend on a number of factors, which are partly or wholly outside of our control, including the~~legal ~~state~~action ofbe ~~worldwide financial, commodity and other markets, the market trading price of our common stock and demand for future access to the cobalt resources in the Nkamouna Project~~taken.

~~During~~ITEM ~~2012 we continued meetings with various large international businesses with respect to investment in the Nkamouna Project or the potential purchase of future off-take from the Project~~1A. ~~The~~RISK ~~Company and the other GeoCam shareholders discussed possible strategic investment arrangements with several companies~~FACTORS. Since the latter part of 2012 these discussions focused on JXTC. As discussed above, the DA with JXTC expired on March 31, 2014. The parties to the DA are working on an extension of the agreement to a future date. There can be no assurance that an extension of the DA will be agreed to among the parties to the DA, that a share purchase agreement for the sale of our interest in GeoCam to JXTC will ultimately be entered into or that the transactions contemplated therein will be completed. Any cash paid by JXTC or another strategic investor for part or all of our interest could be available to satisfy our obligations under the notes and fund all or a portion of our remaining project equity requirements, if any, and for other corporate purposes. Under such an arrangement our interest in the Nkamouna Project could be eliminated. We may consider putting the Nkamouna Project on a “care and maintenance” status later in 2014 if we have been unable to finalize and close an acceptable strategic investment arrangement.

~~GeoCam’s~~In ~~ongoing~~addition ~~cash expenditures are presently expected~~ to ~~total approximately $0.9 million for~~ the ~~last~~Risk ~~two~~Factors ~~quarters~~previously ofdisclosed ~~2014, for which Geovic is responsible to fund 60.5%. However, we may not be successful~~ in ~~completing a sale of all or part of~~ our ~~interest in GeoCam on a timely basis, or in entering into sale or joint venture transactions involving our other exploration~~Annual ~~prospects~~Report on ~~acceptable~~Form 10-K ~~terms.~~for ~~Further, possible transactions to raise additional capital through~~ the ~~issuance~~fiscal ofyear ~~equity~~ended ~~may not be available and would be dilutive to our stockholders. If we are unable to obtain additional capital~~December 31, ~~we may not be able to pay for our portion of GeoCam’s cash expenditures and we will need to seek to further curtail our operations~~2013, to the ~~extent possible, in order to preserve working capital, which could materially harm our business and our ability to~~ ~~achieve~~following ~~cash~~Risk ~~flow~~Factors inshould ~~the~~be ~~future, and we may need to cease operations, which could include a bankruptcy filing~~considered. ~~Unless we arrange additional financing, we expect to nearly exhaust our cash during August 2014.~~

AsWe ~~described~~may inrun ~~Part~~out ~~II,~~of ~~Item 1,~~cash ~~Legal~~before ~~Proceedings,~~we ~~five~~are ~~judgments~~able ~~originally~~to ~~totaling~~arrange financing ~~approximately~~or ~~$1.8~~complete ~~million~~a ~~against~~sale ~~GeoCam are outstanding four~~ of ~~which~~our ~~are~~interest ~~under appeal. In June 2014 the appeal~~ in ~~the~~GeoCam ~~fifth matter was heard~~ and the ~~earlier~~Nkamouna ~~court judgment for CFA 118,804,219 (approximately $0.2 million at June 30, 2014) was overturned. However, the claimant may file an~~Project ~~appeal~~ or ~~civil~~one ~~claim~~of toour ~~another~~other ~~court~~projects.

24We expect to nearly exhaust our cash resources during August 2014, and we face the risk that we may be unable to secure additional financing or timely complete a sale of our interest in GeoCam and the Nkamouna Project or one of our other projects to

~~Table of Contents~~32

~~Two~~fund ~~separate~~our overhead, ~~attachments~~continuing ~~totaling~~operations ~~approximately~~and $0project transaction costs.33 ~~million~~We ~~were~~plan ~~allowed~~to continue inour ~~two~~efforts ~~court proceedings~~to ~~and~~secure ~~the~~additional ~~funds~~financing inbut ~~those~~we ~~amounts~~presently ~~were~~do ~~restricted~~not have ~~until~~agreements ~~resolution~~from ofany ~~the~~source ~~cases.~~under Inwhich ~~December~~such ~~2013~~funding ~~attached~~will ~~funds~~be ~~related~~received. We are seeking to ~~one~~sell ~~claim~~our interest in GeoCam and the ~~amount~~Nkamouna Project and since the latter part of ~~approximately~~2012 ~~$0.1~~our ~~million~~discussions ~~were~~have ~~released~~been toprimarily ~~GeoCam~~with JXTC. In ~~January~~July 2013 ~~2014~~we ~~attached~~entered ~~funds~~into the DA with JXTC; however, the DA expired on ~~related~~March 31, 2014. In September 2014 the parties agreed to ~~two~~an ~~more~~extension of the ~~remaining~~DA ~~claims~~retroactive into the ~~amount~~original ofexpiry ~~approximately~~date $0through December 31, 2014.09 ~~million~~There can ~~were~~be ~~released~~no toassurance ~~GeoCam.~~that Ina ~~May~~share ~~2014~~purchase ~~attached~~agreement ~~funds~~for ~~related~~the sale of our interest in GeoCam to ~~one~~JXTC ~~claimant~~will ofultimately ~~CFA~~be ~~20,215,058~~entered ~~(approximately~~into $0or that the transactions contemplated therein will be completed.~~04 million~~ atEven ~~June 30,~~if ~~2014)~~we ~~were~~enter into a ~~released~~share topurchase ~~GeoCam.~~agreement ~~GeoCam~~with ~~has~~JXTC, ~~sought~~the transaction would be subject to ~~have~~certain conditions, including the ~~one~~approval ~~remaining~~of ~~restriction~~the stockholders of ~~approximately~~the ~~$0.1~~Company, ~~million~~and ~~lifted~~we may run out of cash before such conditions are satisfied and the transaction is completed. ~~The~~If ~~matter~~the ~~was~~DA ~~adjourned~~is tonot ~~September 25~~extended or we do not enter into a share purchase agreement with JXTC, ~~2014~~we ~~however~~would ~~GeoCam~~seek ~~has~~another ~~requested~~potential buyer for our interest in GeoCam and the ~~restriction~~Nkamouna Project but may not be ~~immediately~~able ~~lifted~~to ~~based~~identify onor ~~the~~complete a ~~fact~~transaction ~~that~~with another buyer before our cash resources are exhausted. If no additional funding can be secured through additional financing or the completion ~~judgment~~of ~~for~~a sale of our interest in GeoCam and the ~~entire~~Nkamouna ~~claim~~Project ~~has~~or ~~been~~one of ~~overturned~~our other projects, we may not be able to remain in business or complete a pending project sale or other transaction.

~~Should~~The ~~the~~market ~~judgments~~price beof ~~upheld~~our incommon ~~full~~stock orand inour ~~part~~ability to ~~upon~~raise ~~exhaustion~~funds ~~of final~~could ~~appeals,~~be ~~GeoCam~~adversely ~~would~~affected beas ~~required~~the toresult ~~satisfy~~of the ~~judgments.~~delisting ~~Funding~~of our common stock from the ~~Geovic~~Toronto ~~share~~Stock ~~would~~Exchange ~~adversely~~(“TSX”) ~~affect~~and the new listing of our ~~remaining~~common ~~capital~~stock ~~resources.~~on the NEX.

InOn May 1, 2014, ~~GeoCam~~the Company received ~~information~~notice from the TSX that ~~family~~the ~~members~~TSX ofwas anreviewing ~~employee~~the ofCompany’s aeligibility ~~GeoCam~~for ~~who~~the ~~passed~~continued listing ~~away~~of ~~are~~its ~~alleging~~shares ~~that~~of common stock on the ~~individual’s death~~TSX. The Company was ~~due~~delisted toby the ~~worksite~~TSX ~~conditions~~on ~~and~~July 25, ~~that~~2014 ~~they~~and ~~plan~~has transitioned to ~~take~~the ~~legal~~NEX, ~~action.~~a Asseparate board of the ~~date~~TSX Venture Exchange as of ~~filing~~July 28, no2014 ~~formal~~trading ~~notice~~under the symbol “GMC.H”. Our delisting from the TSX and new listing on the NEX could adversely affect the liquidity of ~~legal~~the ~~action~~trading ~~has~~market ~~been~~for ~~received.~~our ~~GeoCam~~stock ~~plans~~and totherefore ~~defend~~could have ~~against~~a negative impact on the ~~allegations~~market ~~should~~price ~~legal~~of ~~action~~our becommon ~~taken~~stock and on our ability to raise funds for the Company.

GeoCam’s operating expenses are paid through capital increases approved by the shareholders of GeoCam and funded in accordance with the respective ownership interests prior to the capital increase. We will be obligated to fund 60.5% of future GeoCam capital increases while we remain a 60.5% shareholder. GeoCam completed a capital increase in October 2012 of which our share was approximately $0.4 million. An additional capital increase totaling approximately $1.ITEM 2 ~~million was approved by GeoCam shareholders in January 2013, and an initial cash call totaling approximately $0~~.4 UNREGISTERED ~~million~~SALES toOF ~~fund~~EQUITY anSECURITIES ~~initial portion of the~~AND ~~capital~~USE ~~increase~~OF ~~was completed in February, 2013~~PROCEEDS. Our share of the total capital increase was approximately $0.7 million, and our share of the initial cash call was approximately $0.24 million. On April 17, 2013 the second cash call totaling approximately $0.4 million, of which Geovic paid approximately $0.24 million, was completed. On July 31, 2013 the third cash call totaling approximately $0.4 million, of which Geovic paid approximately $0.2 million, was completed and there are no remaining authorized calls to be made.

~~We expect our general and administrative expenses for the last two quarters of 2014 to total approximately $1~~None.~~6 million,~~ including administrative expenses related to other resource entity exploration activities but not including any transaction costs related to a strategic partner transaction related to the Nkamouna Project as well as impairment, or other non-cash items, interest expense related to the short term debt balance at June 30, 2014 of $1.38 million, deferred salary incentives and related employee benefits and that during the last two quarters of 2014 expenditures for exploration of mineral properties, or investment in other resource entities, in the United States and elsewhere will total approximately $0.2 million. We expect that our cash balances will be nearly exhausted during August 2014. Based on our current planned 2014 expenditures we will require additional financing or completion of a strategic transaction to continue our operations. We continue to implement cash conservation measures for the Company and GeoCam. If we complete a strategic partner transaction involving the Nkamouna Project or any of our other exploration prospects, this estimate would be adjusted appropriately.

~~We have budgeted a lower level of general and administrative and other expenditures for 2014 to reflect our limited cash~~ITEM 3. DEFAULTS WeUPON ~~have~~SENIOR ~~implemented a number of cash conservation strategies for the Company and GeoCam that we have described in earlier reports that we have filed~~SECURITIES. ~~These efforts were implemented to reduce financial commitments and overheads and preserve our cash.~~

The Company and its subsidiaries have material debt and other similar obligations or commitments from the short-term debt and related interest expense under the Notes, the deferred accrued payroll and related incentives, other deferred payments and any additional amounts that may become due under pending litigation in CameroonNone. The Company has delayed payment of liabilities and has accrued, but been unable to fully pay GeoCam payroll and related benefits of approximately $0.2 million for the months of April to July 2014. As of the date of filing these liabilities remain outstanding. Due to the delayed payment of these liabilities the Company may be charged penalties in Cameroon, the amount of which cannot be currently estimated. In May 2014 the Company received notification that GeoCam employees were threatening to strike as of May 15, 2014 unless all compensation arrears were been paid in their entirety and health insurance reinstated. As of the date of this filing no formal strike has taken place. The Company has also been unable to fully pay Geovic Mining Corp. payroll and related benefits of approximately $0.15 for the months of June and July 2014. Further, effective August 1, 2014 the Company laid off three non-executive employees. These employees have not been paid July 2014 payroll, related benefits and unused vacation pay.

AsITEM ~~of the date of filing these liabilities remain outstanding~~4. WeMINE ~~believe~~SAFETY there is substantial doubt whether our present capital resources will be sufficient to satisfy the Company’s existing capital and liquidity requirements described above, not including any equity requirements in connection with any Nkamouna Project financing by GeoCam or satisfaction of any judgments that may be upheld in final appeals of the pending litigationDISCLOSURES. We have no standby financing arrangements currently in place. If we are unable to obtain additional capital, we will need to seek to further curtail our operations, to the extent possible, in order to preserve funds, which could materially harm our business and our ability to achieve cash flow in the future, and we may need to cease operations, which could include a bankruptcy filing. Unless we arrange additional financing, we expect to nearly exhaust our cash during August 2014.

25Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their annual reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the fiscal year ended December 31, 2013 and through September 30, 2014, our U.S. exploration properties were not subject to regulation by the Federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977.

~~Table~~ITEM of5. ~~Contents~~OTHER INFORMATION.

~~Results~~None. ~~of Operations~~

~~Three Months Ended June 30, 2014 Compared to Three Months Ended June 30, 2013:~~ 33

ITEM 6. EXHIBITS.

~~The~~(a) ~~Company had no revenue from operations and incurred losses from operations during the second quarters of 2014 and 2013, and has had no revenue from operations since inception~~Exhibits. Until and unless we sell some or all of our interest in the Nkamouna Project or project financing for the Project is secured and construction commences, we expect to continue to reduce our operating and other expenditures.

We had a net loss attributed to the Company’s stockholders of $1,876 for the quarter ended June 30, 2014, compared to the net loss of $1,646 in the quarter ended June 30, 2013.



10.1	Form of Note Purchase Agreements August 2014

10.2	Form of Note Purchase Agreements September 2014

10.3	Form of Note Purchase Amendment September 2014

10.4	Form of Salary Deferral Agreements August 2014

10.5	Form of Salary Deferral Agreements September 2014

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Exploration expenses decreased by $254 in the quarter compared to the year earlier period mainly due to the sale of property interests in New Mexico ($300), a decrease in exploration expense in Cameroon ($95) and a decrease in other Company projects primarily in New Caledonia ($61), offset by an increase in exploration expenses in Arizona ($210). 34

SIGNATURES

~~General~~Pursuant to ~~and administrative expenses decreased $81 in~~ the ~~quarter,~~requirements ~~when~~of ~~compared to~~ the ~~second~~Securities ~~quarter~~Exchange Act of ~~2013. The decrease is largely due to lower insurance~~1934, ~~audit~~the ~~and~~registrant ~~legal~~has duly ~~expenses.~~caused ~~Lower~~this ~~salaries~~report into ~~the~~be ~~second~~signed ~~quarter~~on ofits ~~2013~~behalf ~~were offset~~ by the ~~salary~~undersigned ~~deferral incentives in the second quarter of 2014. The Company continues to~~thereunto ~~reduce~~duly ~~general and administrative expenses~~authorized.

Interest and bank charges have increased by approximately $643 due to interest accrued on the short term debt in the second quarter of 2014. Other income decreased due to no equipment rental income in Cameroon in the second quarter of 2014.


	GEOVIC MINING CORP. Registrant

December 14, 2014	By:	/s/ Michael T. Mason
		Michael T. Mason
		Chief Executive Officer

December 14, 2014	By:	/s/ Christopher A. Serin
		Christopher A. Serin
		Chief Financial Officer

~~The gain on disposal increased by $98 mainly due to the sale of assets in Cameroon in the second quarter of 2014.~~ 35

~~As an exploration stage company, we have charged our exploration and pre-construction expenses incurred for GeoCam to operations in the~~EXHIBIT ~~periods~~INDEX ~~incurred and no such expenditures have been capitalized. We expect to continue this practice until a final development and mining plan is adopted and project financing is committed.~~

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013:



10.1	Form of Note Purchase Agreements August 2014

10.2	Form of Note Purchase Agreements September 2014

10.3	Form of Note Purchase Amendment September 2014

10.4	Form of Salary Deferral Agreements August 2014

10.5	Form of Salary Deferral Agreements September 2014

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

~~The~~Exhibit ~~Company had no revenue from operations and incurred losses from operations during the six months ended June 30, 2014 and 2013, and has had no revenue from operations since inception~~10. ~~Until and unless we sell some or all of our interest in the Nkamouna Project or project financing for the Project is secured and construction commences, we expect to continue to reduce our operating~~1 ~~and other expenditures.~~

WeNOTE ~~had a net loss attributed to the Company’s stockholders of $3,702 for the six months ended June 30,~~PURCHASE ~~2014,~~AGREEMENT ~~compared to the net loss of $3,540 in the six months ended June 30, 2013.~~

~~Exploration~~This ~~expenses~~Note ~~decreased~~Purchase byAgreement ~~$489~~(this ~~in the six~~“Agreement”) ~~months~~is ~~ended~~made ~~June 30,~~and ~~2014~~entered ~~compared~~into toas ~~the~~of ~~year~~August , 2014 ~~earlier period mainly due to~~ (the ~~sale~~“Effective ofDate”), ~~property~~by ~~interests~~and inbetween ~~New~~Geovic ~~Mexico~~Mining ~~($300)~~Corp., ~~decrease~~a Delaware incorporation ~~exploration expense in Cameroon~~ (~~$159~~the “Company”), and , a (“Purchaser”). ~~decrease~~The inCompany ~~other~~and ~~Company~~Purchaser ~~projects~~sometimes ~~primarily~~are inreferred ~~New~~to ~~Caledonia~~herein ~~($120),~~collectively ~~offset~~as bythe an“Parties,” ~~increase~~and ineach ~~exploration~~individually ~~expenses~~as ~~in Arizona ($103)~~a “Party. ”

~~General~~RECITALS and administrative expenses decreased $273 in the six months ended June 30, 2014, when compared to same period of 2013. The decrease is largely due to lower insurance, audit and legal expenses. Lower salaries in the six months ended June 30, 2013 were offset by the salary deferral incentives in the six months ended June 30, 2014. The Company continues to reduce general and administrative expenses.

~~Interest~~The Company and ~~bank~~Purchaser desire to enter into this ~~charges~~Agreement ~~have~~pursuant ~~increased~~to bywhich, ~~approximately~~among $1other things,~~020~~ ~~due~~Purchaser agrees to ~~interest~~acquire from ~~accrued~~the onCompany, and the ~~short~~Company ~~term~~agrees ~~debt~~to ~~during~~issue to Purchaser, a promissory note (the ~~first~~“Note”) ~~six~~in ~~months~~the ~~ended~~principal ~~June 30,~~amount ~~2014.~~of ~~Other~~$ (the ~~income~~“Principal ~~decreased~~Amount”). ~~due~~This toAgreement noand ~~equipment~~the ~~rental~~Note ~~income~~sometimes inare collectively ~~Cameroon~~referred to in ~~the~~this ~~six~~Agreement ~~months~~as ~~ended~~the ~~June~~“Transaction ~~30, 2014~~Documents. ”

~~The~~AGREEMENTS ~~gain on disposal increased by $99 mainly due to the sale of assets in Cameroon in the first six months ended June 30, 2014.~~

AsIn anconsideration ~~exploration~~of ~~stage~~the ~~company~~mutual promises, representations, wewarranties, ~~have~~covenants ~~charged our exploration~~ and ~~pre-construction~~conditions ~~expenses~~in ~~incurred~~this ~~for~~Agreement, ~~GeoCam to operations in~~and ~~the~~other ~~periods~~good ~~incurred~~ and novaluable ~~such~~consideration, ~~expenditures~~the ~~have~~receipt ~~been capitalized. We expect to continue this practice until a final development~~ and ~~mining~~sufficiency ~~plan~~of iswhich hereby ~~adopted~~are ~~and~~acknowledged, ~~project~~the ~~financing~~Parties isagree ~~committed.~~as follows:

~~Off-Balance~~1. ~~Sheet~~Purchase ~~Arrangements~~and Sale of the Note. Subject to the terms and conditions in this Agreement, on the Effective Date, the Company agrees to sell to Purchaser, and Purchaser agrees to purchase from the Company, the Note in the form attached as Exhibit A, for a purchase price equal to the Principal Amount (the “Purchase Price”).

We2. ~~have no~~Payment ~~off~~of ~~balance~~the ~~sheet~~Purchase ~~arrangements~~Price ~~that~~and ~~are~~Delivery ~~reasonably~~of ~~likely~~Note. toOn ~~have~~the Effective aDate ~~current~~the orCompany ~~future~~shall ~~effect~~deliver onto ~~our~~Purchaser ~~financial~~the ~~condition~~Note, ~~revenues~~duly executed by the Company, ~~results~~and ofPurchaser ~~operations~~shall pay to the Company the Purchase Price for its Note, ~~liquidity~~by certified check or ~~capital~~wire ~~expenditures~~transfer of immediately available funds to the Company’s designated account.

263. Representations and Warranties of the Company. The Company represents and warrants to Purchaser, to the best of its knowledge and belief, as follows:

~~Table~~3.1 Organization, Good Standing and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of ~~Contents~~the State of Delaware. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on its business or properties.

~~Safe~~3.2 ~~Harbor~~Authorization. ~~Statement~~All corporate action on the part of the Company necessary (i) for the authorization, execution and delivery of the Transaction Documents, and (ii) for the performance of all obligations of the Company under the Transaction Documents has been taken. The Transaction Documents will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) except as set forth in Section 4.3.

~~Certain~~3.3 ~~statements~~Valid inIssuance ~~this report constitute “forwarding-looking statements” within the meaning~~ of ~~Section 27A~~Note. ofThe ~~the Securities~~Note ~~Act~~when ~~of 1933~~issued, ~~Section 21E~~sold ~~of the Securities~~ and ~~Exchange~~delivered ~~Act~~in ofaccordance ~~1934~~with ~~and applicable Canadian securities laws. Certain, but not necessarily all, of such forward-looking statements can be identified by~~ the ~~use~~terms of ~~forward-looking~~this ~~terminology such~~Agreement asfor ~~“believes,” “expects,” “may,” “will,” “would”, “should,” or “anticipates” or~~ the ~~negative~~consideration ~~thereof~~provided orin ~~other~~this ~~variations thereon or comparable terminology~~Agreement, orwill bybe ~~discussions~~duly ~~of strategy that involve risks~~ and ~~uncertainties~~validly issued.

~~All~~3.4 ~~statements~~No ~~other than statements of historical fact, included in this report regarding our financial position, business and plans or objectives for future operations are forward-looking statements~~Conflict. ~~Without~~The ~~limiting the broader description of forward-looking statements above~~execution, wedelivery ~~specifically note the forward looking statements with respect to exploration~~ and ~~mine~~performance ~~development, construction and expansion plans, costs, grade, production and recovery rates, permitting, financing needs, the availability~~ of ~~financing on acceptable terms or other sources of funding,~~ the ~~timing of~~ ~~additional~~Transaction ~~tests,~~Documents ~~feasibility studies~~ and ~~environmental permitting, estimates of mineral reserves and mineralized material; our expectations regarding~~ the ~~amount~~consummation of ~~capital required prior to production at~~ the ~~Nkamouna~~transactions ~~Project~~contemplated ~~and our ability to~~by ~~source~~ the ~~required~~Transaction ~~capital;~~Documents ~~success~~will ofnot ~~exploration~~(i) result ~~activities;~~in ~~permitting~~any ~~time~~violation ~~lines;~~or ~~construction and capital costs; operating expenses; currency fluctuations; requirements for additional capital; our expectations regarding processing and~~default ~~marketing~~under ofany ~~future~~material ~~production~~contract ~~from~~or ~~the~~agreement ~~Nkamouna Project; our ability~~ to ~~enter~~which ~~into~~the ~~off-take~~Company ~~arrangements;~~is ~~government~~a ~~regulation~~party ~~of mining operations; environmental risks; unanticipated reclamation expenses; title disputes~~ or ~~claims; limitations on~~by ~~insurance~~which ~~coverage; commencement of mine production, anticipated expenditures for~~ the ~~remainder~~Company ofor ~~2014;~~its ~~and~~assets ~~our~~are ~~expectations~~bound ~~regarding securing a potential strategic investor for,~~ or aany ~~sale~~provision of ~~our interest in,~~ the ~~Nkamouna Project and future debt~~Company’s ~~and~~certificate ~~equity~~of ~~financing~~incorporation ~~for~~or ~~the Project, and our ability to satisfy our cash requirements. Forward~~by-~~looking~~laws ~~statements~~or ~~involve~~(ii) violate ~~known~~any ~~and unknown risks~~instrument, agreement, ~~uncertainties~~judgment, ~~and~~decree ~~other~~or ~~factors~~order, ~~which~~or ~~may~~any ~~cause the actual results~~statute, ~~performance,~~rule or ~~achievements~~regulation of ~~the~~ ~~Company to be materially different from~~ any ~~future results~~ federal, ~~performance~~state or ~~achievements~~local ~~expressed~~government or ~~implied~~agency by the forward-looking statements. Such risks and other factors include, among others, the risk factors discussed in “Risk Factors,” and other factors described in other filings with the U.S. Securities and Exchange Commission (the “SEC”) and Canadian securities regulatory authorities. There can be no assurance that forward-looking statements will prove to bewhich accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this annual report speak only as of the ~~date hereof. The~~ Company ~~does~~is ~~not~~a ~~undertake~~party ~~any~~or its ~~obligation~~assets toare ~~release publicly any revisions to these forward-looking statements to reflect new information~~subject, ~~events or circumstances~~ except as ~~may~~set beforth ~~required~~in ~~under applicable securities laws~~Section 4.3.

~~ITEM~~4. 3Representations, Warranties and Covenants of Purchaser. ~~QUANTITATIVE~~Purchaser ~~AND~~hereby ~~QUALITATIVE~~represents, ~~DISCLOSURES~~warrants ~~ABOUT~~and ~~MARKET~~covenants that: ~~RISK.~~

~~Not~~4.1 ~~required~~Authorization. Purchaser has full power and authority to enter into the this Agreement, and this Agreement constitutes its valid and legally binding obligation, enforceable against Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

~~ITEM~~4.2 Private Placement. Purchaser understands and acknowledges that the sale of the Note to Purchaser under this Agreement is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act and the applicable provisions of Regulation D promulgated thereunder (“Regulation D”) and that the Company is relying on Purchaser’s representations and warranties in connection with the Regulation D exemption. ~~CONTROLS~~In ~~AND~~furtherance ~~PROCEDURES~~thereof, Purchaser represents and warrants to the Company as follows:

~~Quarterly~~(a) ~~Evaluation~~Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation ~~Disclosure~~D ~~Controls~~promulgated ~~and~~under ~~Procedures~~the Securities Act.

~~Geovic maintains disclosure controls and procedures~~ (~~as defined in Rule 13a-15(e~~b) ~~under~~Purchaser ~~the~~realizes ~~Securities~~that ~~Exchange Act of 1934, as amended (~~the ~~“Exchange~~basis ~~Act”),~~for ~~that~~exemption ~~are~~would ~~designed~~not ~~to ensure that information required to~~ be available ~~disclosed~~if in the ~~reports~~sale ~~that~~of wethe ~~file~~Note orwas ~~submit~~part ~~under~~of ~~the~~a ~~Exchange~~plan ~~Act~~or isscheme ~~recorded,~~to ~~processed,~~evade registration ~~summarized,~~provisions ~~and~~of ~~reported within~~ the ~~time periods specified in~~ Securities ~~and~~Act ~~Exchange~~or ~~Commission~~any ~~rules~~applicable ~~and~~state forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regardingor ~~required~~federal ~~disclosure~~securities laws.

~~Our~~(c) ~~management~~Purchaser is ~~responsible~~acquiring ~~for~~the ~~establishing~~Note ~~and~~solely ~~maintaining~~for ~~our~~Purchaser’s ~~disclosure~~own beneficial ~~controls~~account, ~~and~~for ~~procedures.~~investment ~~Our~~purposes, ~~Chief Executive Officer~~ and ~~Chief~~not ~~Financial~~with ~~Officer~~a ~~participated~~view ~~with~~towards, ~~our~~or resale ~~management~~ in ~~evaluating~~connection ~~the~~with, ~~effectiveness~~any distribution of ~~our~~all ~~disclosure~~or ~~controls~~any ~~and~~portion ~~procedures as~~ of ~~June 30,~~the ~~2014~~Note.

~~Based on our management’s evaluation~~ (~~with the participation of our Chief Executive Officer and Chief Financial Officer~~d), ~~our~~Purchaser ~~Chief Executive~~has ~~Officer and Chief Financial Officer have concluded that, as of June 30, 2014 our disclosure controls and procedures were effective to provide reasonable assurance that~~ the ~~information~~financial ~~required~~ability to ~~be disclosed by us in the reports we~~ ~~file~~bear ~~or submit under~~ the ~~Exchange~~economic ~~Act~~risk isof ~~recorded,~~Purchaser’s ~~processed~~investment, ~~summarized,~~has ~~and~~adequate ~~reported~~means ~~within~~for providing ~~the~~for ~~time~~its ~~periods~~current ~~specified~~needs ~~in the Securities~~ and ~~Exchange Commission’s rules and forms~~contingencies, and ~~that~~has ~~such~~no ~~information~~need ~~is accumulated and communicated to~~for ~~our~~liquidity ~~management,~~with ~~including~~respect ~~our Chief Executive Officer and Chief Financial Officer, as appropriate~~ to ~~allow~~an ~~timely~~investment ~~decisions~~in ~~regarding~~the ~~required disclosure~~Note.

~~Changes~~(e) Purchaser understands and accepts that the purchase of the Note is highly risky. Purchaser represents that it is able to bear any loss associated with an investment in ~~Internal~~the ~~Control~~Note, ~~over~~including ~~Financial~~loss ~~Reporting~~of all or any portion of the Principal Amount and/or accrued and unpaid interest on the Note.

~~Management~~(f) Purchaser has ~~evaluated,~~such ~~with~~knowledge ~~the participation of our Chief Executive Officer~~ and ~~Chief~~experience ~~Financial Officer, whether any changes~~ in ~~our internal control over~~ financial ~~reporting~~and business ~~occurred~~matters ~~during~~as ~~our last fiscal quarter which have materially affected, or are reasonably likely~~ to ~~materially~~be ~~affect,~~capable ~~our~~of ~~internal~~evaluating ~~control~~the ~~over~~merits ~~financial~~and ~~reporting.~~risks ~~During~~of ~~the quarter ended June 30,~~an ~~2014,~~investment ~~management~~in ~~concluded~~the ~~that there were no such changes to our internal control over financial reporting~~Note.

27(g) Purchaser has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the sale of the Note and the business, financial condition, results of operations and prospects of the Company. Purchaser has had access to such information concerning the Company and the Note as it deems necessary to make an informed investment decision concerning the purchase of the Note.

~~Table~~(h) Purchaser is unaware of, ~~Contents~~and is in no way relying on, any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the sale of the Note and is not purchasing the Note and did not become aware of the sale of the Note through or as a result of any seminar or meeting to which Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to Purchaser in connection with investments in securities generally.

~~PART~~(i) ~~II—OTHER~~Purchaser ~~INFORMATION~~represents that it is not relying on (and will not at any time rely on) any communication (written or oral) of the Company, as investment advice or as a recommendation to purchase the Note, it being understood that information and explanations related to the terms and conditions of the Note shall not be considered investment advice or a recommendation to purchase the Note.

~~ITEM~~(j) 1Purchaser confirms that the Company has not (i) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of investment in the Note or (ii) made any representation to Purchaser regarding the legality of an investment in the Note under applicable legal investment or similar laws or regulations. ~~LEGAL~~In ~~PROCEEDINGS~~deciding to purchase the Note, Purchaser is not relying on the advice or recommendations of the Company and Purchaser has made its own independent decision that the investment in the Note is suitable and appropriate for Purchaser.

In(k) November 2009, five management level consultants or employees of GeoCam filed litigation in Cameroon, claiming approximately $2.2 million as compensation and damages as a result of termination of their services by GeoCam in connection with a reduction in workforce in February and March 2009. In ~~April~~entering ~~2010 the~~into ~~litigation~~this ~~was~~Agreement ~~dismissed. In July 2010 the litigation was brought by four of the claimants before one other jurisdiction~~ and bypurchasing the ~~fifth claimant in a separate jurisdiction. On June 3~~Note, ~~2011, the High Court of Abong-Mbang, the court~~Purchaser ~~before~~is ~~which~~relying ~~four~~only ofon the ~~matters~~representations ~~were~~and ~~pending~~warranties ~~entered judgments in favor~~ of the ~~four~~Company ~~claimants~~set ~~totaling CFA 780,339,500 (approximately $1.6 million at June 30, 2014). On November 14, 2011, the High Court of Mfoundi, Yaoundé,~~forth ~~the court before which the fifth matter was pending entered a judgment~~ in ~~favor of the claimant totaling CFA 118,804,219 (approximately $0.2 million at June~~Section ~~30,~~3 ~~2014). GeoCam appealed all five matters to the next highest appellate court in Cameroon, the Court~~ of ~~Appeal~~this ofAgreement ~~the East Region at Bertoua as to the four claimants~~ and ~~the~~specifically ~~Court~~disclaims ofthat ~~Appeal~~it ~~of the Center Region at Yaoundé as to the fifth matter. In June 2014 the appeal in the fifth matter was heard and the earlier court~~is ~~judgment~~relying ~~for~~on ~~CFA~~or ~~118,804,219~~has ~~(approximately~~relied ~~$0.2~~on ~~million~~any ~~at June 30~~representations, ~~2014)~~warranties ~~was~~or ~~overturned.~~statements ~~However, the claimant~~ that may ~~file~~have anbeen ~~appeal~~made orby ~~civil~~any ~~claim~~other ~~to another court~~person.

~~The Court of Appeal, before which the fifth matter was pending, authorized CFA 51,851,813~~ (~~approximately~~l) ~~$0.1~~Purchaser ~~million~~understands atthat ~~June 30,~~no ~~2014)~~federal ofor ~~GeoCam~~state ~~funds~~agency tohas bepassed ~~attached~~upon ~~for~~ the ~~benefit~~merits ofor ~~the~~risks ~~claimant in the second quarter~~ of ~~2012~~an ~~and~~investment ~~placed~~ in ~~a restricted account at GeoCam’s bank pending resolution of~~ the ~~case. GeoCam has sought to have this restriction lifted. The matter was~~ ~~adjourned~~Note toor ~~September 25,~~made ~~2014~~any ~~however~~finding ~~GeoCam~~or ~~has~~determination ~~requested~~concerning the ~~restriction~~fairness beor advisability ~~immediately~~of ~~lifted~~this ~~based on the fact that the judgment for the entire claim has been overturned~~investment.

~~The~~4.3 ~~Court~~Usury. ofPurchaser ~~Appeal~~understands, ~~before~~acknowledges ~~which~~and accepts that the ~~fifth~~____% ~~matter~~interest ~~was~~rate ~~pending,~~on ~~authorized~~the ~~CFA~~Note ~~51,851,813~~may ~~(approximately~~exceed ~~$0.1~~the ~~million~~maximum atrate ~~June 30,~~of ~~2014)~~interest ofpermissible ~~GeoCam~~under ~~funds~~any toapplicable belaw ~~attached~~at ~~for~~any ~~the~~time ~~benefit of the claimant in the second quarter of 2012~~ and ~~placed~~that inas a ~~restricted~~result ~~account~~Purchaser may atnot ~~GeoCam’s~~receive ~~bank~~all ~~pending~~or ~~resolution~~any portion of the ~~case.~~interest ~~GeoCam has sought unsuccessfully~~ to ~~have~~which ~~this~~it ~~restriction~~would ~~lifted.~~otherwise ~~The~~be ~~appeal~~entitled ofpursuant ~~this~~to ~~case~~the ~~has~~terms ~~not~~of ~~been decided by~~ the ~~court~~Note, asand ofmay ~~the~~incur ~~date~~civil ~~this~~or ~~report~~criminal liability ~~is filed~~therefor.

~~The~~4.4 ~~Court~~Restricted ofSecurities. ~~Appeal~~Purchaser ~~before~~understands ~~which~~that the ~~other~~Note ~~four~~is ~~appeals~~characterized ~~were~~as ~~pending~~a ~~set~~“restricted ~~aside~~security” under the ~~judgment~~federal ofsecurities ~~the~~laws inasmuch ~~lower~~as ~~court~~it ~~discussed~~is ~~above~~being ~~and~~acquired ~~awarded~~from the ~~four~~Company ~~claimants an amount totaling CFA 125,062,887 (approximately $0.3 million at June 30, 2014)~~ in ~~the~~a ~~fourth~~transaction ~~quarter of 2012. GeoCam has filed~~not ~~appeals~~involving ina ~~all~~public ~~four~~offering ~~matters~~and ~~which~~that ~~stayed~~under ~~enforcement~~such oflaws ~~the~~and ~~judgments~~applicable ~~pending resolution of~~ regulations the ~~appeals.~~Note ~~This~~may ~~Court of Appeal also authorized CFA 108,949,204 (approximately $0.23 million at June 30, 2014) in GeoCam funds to~~ be ~~attached~~resold ~~for the~~without ~~benefit~~registration ofunder the ~~claimants~~Securities ~~and~~Act ~~placed~~only in certain alimited ~~restricted account at GeoCam’s bank pending final resolution of the appeals~~circumstances. In ~~December 2013 attached funds related to one claim in~~ the ~~amount~~absence of ~~CFA~~an ~~46,353,259~~effective ~~(approximately $0.1 million) were~~registration ~~released~~statement tocovering ~~GeoCam.~~the InNote ~~January~~or ~~2014~~an ~~attached~~available ~~funds~~exemption ~~related~~from toregistration ~~two more of~~ under the ~~remaining~~Securities ~~claims~~Act, in the ~~amount~~Note ofmust ~~CFA~~be ~~42,380,887~~held ~~(approximately $0~~indefinitely.09 ~~million)~~In ~~were~~this ~~released~~connection, Purchaser torepresents ~~GeoCam.~~that Init ~~May~~is ~~2014~~familiar ~~attached~~with ~~funds~~and ~~related~~understands to the ~~remaining one claimant of~~resale ~~CFA~~limitations ~~20,215,058~~imposed ~~(approximately~~thereby ~~$0.04~~and ~~million)~~by ~~were~~the ~~released~~Securities ~~to GeoCam~~Act.

The restricted funds related to the one claimant that remained at June 30, 2014 totaling approximately $0.1 million are included as restricted cash on our consolidated balance sheets. The Company believes all contractual and other obligations to the five individual claimants were satisfied; however, given the judgments, we believe it could be deemed probable that the outcome would be unfavorable to GeoCam and, therefore, GeoCam accrued approximately $0.3 million for the matters in our consolidated financial statements at the time the Court of Appeal reached its decision. It is possible that an additional amount up to approximately $0.2 ~~million could be awarded to the claimants in these matters.~~

In May 2014 GeoCam received information that family members of an employee of a GeoCam who passed away are alleging that the individual’s death was due to worksite conditions and that they plan to take legal action4.5 AsRestrictions ofon ~~the date of filing no formal notice of legal action has been received~~Transfer. ~~GeoCam plans to defend against the allegations should legal action be taken.~~

~~ITEM~~(a) ~~1A.~~In ~~RISK~~addition ~~FACTORS~~to the restrictions stated in Section 5.2 below, Purchaser agrees not to make any disposition of all or any portion of the Note unless and until:

In(i) ~~addition~~There tois ~~the~~then ~~Risk~~in ~~Factors~~effect ~~previously~~a ~~disclosed~~registration instatement ~~our~~under ~~Annual Report~~the onSecurities ~~Form 10-K~~Act, ~~for~~covering ~~the~~such ~~fiscal~~proposed ~~year~~disposition ~~ended~~and ~~December 31,~~such ~~2013,~~disposition ~~the~~is ~~following~~made in ~~Risk~~accordance ~~Factors~~with ~~should~~such beregistration ~~considered.~~statement; or

We(ii) ~~may~~(A) ~~run~~The ~~out~~transferee has agreed in writing to be bound by the terms of all of the Transaction Documents, (B) Purchaser shall have notified the ~~cash~~Company ~~before~~of wethe ~~are~~proposed ~~able~~disposition toand ~~arrange~~shall ~~financing~~have orfurnished ~~complete~~the Company with a detailed ~~sale~~statement of ~~our~~the ~~interest~~circumstances insurrounding ~~GeoCam~~the proposed disposition, (C) the Company shall have reasonably approved the proposed disposition, and (D) if reasonably requested by the ~~Nkamouna~~Company, ~~Project~~Purchaser orshall ~~one~~have furnished the Company with an opinion of ~~our~~counsel, ~~other~~reasonably ~~projects~~satisfactory to the Company, that such disposition will not require registration of proposed transaction involving the Note under the Securities Act.

28(b) The Note shall be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws or as provided elsewhere in this Agreement):

~~Table~~THE SECURITIES ofREPRESENTED ~~Contents~~HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS GEOVIC MINING CORP. (THE “COMPANY”) HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE NOTE PURCHASE AGREEMENT, DATED AS OF AUGUST , 2014, BY AND AMONG THE COMPANY AND PURCHASER (AS DEFINED THEREIN), AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY UPON WRITTEN REQUEST AND WITHOUT CHARGE.

We4.6 ~~expect~~Tax toand ~~nearly~~Legal ~~exhaust~~Advisors. ~~our~~Purchaser ~~cash~~has ~~resources~~reviewed ~~during~~with ~~August~~its ~~2014,~~own tax and welegal ~~face~~advisors the ~~risk~~federal, ~~that~~state ~~we may~~and belocal ~~unable~~tax toconsequences ~~secure additional financing or timely complete a sale of our interest in GeoCam~~ and ~~the~~legal aspects ~~Nkamouna Project or one~~ of ~~our~~this ~~other~~investment, ~~projects~~where ~~to fund our overhead~~applicable, ~~continuing operations~~ and project transaction costs. We plan to continue our efforts to secure additional financing but we presently do not have agreements from any source under which such funding will be received. We are seeking to sell our interest in GeoCam and the ~~Nkamouna~~transactions ~~Project and since the latter part of 2012 our~~contemplated ~~discussions~~by ~~have been primarily with JXTC. In July 2013 we entered into~~ the DATransaction ~~with JXTC; however, the DA expired on March 31, 2014~~Documents. ~~The~~Purchaser ~~parties~~is torelying ~~the~~solely ~~DA are working~~ on ansuch ~~extension~~advisors ~~of the agreement to a future date, but there can be no~~and ~~assurance~~not ~~that~~on anany ~~extension~~statements ~~of the DA will be agreed to among the parties to the DA, that a share purchase agreement for the sale of our interest in GeoCam to JXTC will ultimately be entered into~~ or ~~that~~representations ~~the transactions contemplated therein will be completed. Even if we enter into a share purchase agreement with JXTC, the transaction would be subject to certain conditions, including the approval~~ of the ~~stockholders of the~~ Company, ~~and~~or weany ~~may run out~~ of ~~cash~~its ~~before~~agents. Purchaser ~~such~~understands ~~conditions~~that ~~are~~Purchaser ~~satisfied~~ (and ~~the transaction is completed. If the DA is~~ not ~~extended or we do not enter into a share purchase agreement with JXTC, we would seek another potential buyer for our interest in GeoCam and~~ the ~~Nkamouna~~Company) ~~Project~~shall ~~but may not~~ be ~~able to identify or~~responsible ~~complete~~for aPurchaser’s ~~transaction~~own ~~with~~tax ~~another~~liability ~~buyer~~that ~~before~~may ~~our~~arise ~~cash~~as ~~resources are exhausted. If no additional funding can be secured through additional financing or the completion of~~ a ~~sale~~result of ~~our~~this ~~interest in GeoCam and the Nkamouna Project or one of our~~investment ~~other projects, we may not be able to remain in business~~ or ~~complete~~the atransactions ~~pending~~contemplated ~~project~~by ~~sale~~this ~~or other transaction~~Agreement.

~~The~~5. market price of our common stock and our ability to raise funds could be adversely affected as the result of the delisting of our common stock from the Toronto Stock Exchange (“TSX”) and the new listing of our common stock on the NEXMiscellaneous.

~~On May~~ 5.1, ~~2014, the Company received notice from the TSX that the TSX was reviewing the Company’s eligibility for the continued listing of its shares of common stock on the TSX~~Survival. The ~~Company was delisted by the TSX on July 25~~representations, ~~2014~~warranties and ~~has~~covenants ~~transitioned to the NEX, a separate board~~ of ~~the TSX Venture Exchange as of July 28, 2014 trading under the symbol~~ ~~“GMC.H”. Our delisting from~~ the ~~TSX~~Company and ~~new~~Purchaser ~~listing~~in onthis ~~the~~Agreement ~~NEX~~shall ~~could~~survive ~~adversely affect~~ the ~~liquidity~~execution ~~of the trading market for our stock~~ and delivery ~~therefore could have a negative impact on the market price~~ of ~~our~~this ~~common stock and on our ability to raise funds for the Company~~Agreement.

~~ITEM~~ 5.2 Successors and Assigns. ~~UNREGISTERED~~Purchaser ~~SALES~~may OFnot ~~EQUITY~~assign ~~SECURITIES~~any ~~AND~~of ~~USE~~its rights OFor ~~PROCEEDS~~obligations under this Agreement or the Note without the prior written consent of the Company, and the Company shall not assign any of its rights or obligations hereunder without the prior written consent of Purchaser. Subject to the foregoing, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of the Parties (including any permitted transferees of the Note). Nothing in this Agreement, express or implied, is intended to confer upon any Party, other than the Parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Any permitted successor or assignee of Purchaser shall be treated as a “Purchaser” for all purposes hereunder.

~~None~~5.3 Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Delaware Court of Chancery shall have exclusive jurisdiction over any and all disputes, whether in law or equity, arising out of or relating to this Agreement, and the Parties consent to and agree to submit to the exclusive jurisdiction of such court; provided, however, that if the Delaware Court of Chancery determines that it does not have jurisdiction, the Parties consent to and agree to submit to the exclusive jurisdiction of the state or federal courts located within the State of Delaware.

~~ITEM~~5.4 3Titles and Subtitles. ~~DEFAULTS~~The ~~UPON~~titles ~~SENIOR~~and ~~SECURITIES~~subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

~~None.~~ 3

5.5 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the Party to be notified, (ii)when sent by email if sent during normal business hours of the recipient, if not, then on the next business day; (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the address on the signature page hereof or at such other address as such Party may designate by ten days advance written notice to the other parties hereto.

~~ITEM~~5.6 4Finder’s Fee. ~~MINE~~Each ~~SAFETY~~Party ~~DISCLOSURES~~represents that it neither is nor will be obligated for any finders’ fee or commission in connection with this transaction. Each Party agrees to indemnify and to hold harmless the other Party from any liability for any commission or compensation in the nature of a finders’ fee (and the costs and expenses of defending against such liability or asserted liability) for which such Party or any of its officers, members, agents, employees or representatives is responsible.

~~Pursuant~~5.7 toAmendments ~~Section 1503(a) of the Dodd-Frank Wall Street Reform~~ and ~~Consumer~~Waivers. ~~Protection~~Any ~~Act~~term ~~and Item 104~~ of ~~Regulation~~this ~~S-K,~~Agreement ~~issuers~~may ~~that~~be amended ~~are~~and ~~operators,~~the orobservance ~~that~~of ~~have~~any aterm ~~subsidiary~~of ~~that~~this isAgreement anmay ~~operator,~~be ofwaived a(either generally ~~coal~~ or ~~other mine~~ in ~~the~~a ~~United~~particular ~~States~~instance ~~are required to disclose in their annual reports filed with the SEC information regarding specified health~~ and ~~safety~~either ~~violations,~~retroactively ~~orders and citations, related assessments and legal actions, and mining-related fatalities. During the fiscal year ended December 31,~~or ~~2013 and through June 30~~prospectively), ~~2014,~~only ~~our~~with ~~U.S. exploration properties were not subject to regulation by~~ the ~~Federal~~prior ~~Mine~~written ~~Safety~~consent ~~and~~of ~~Health Administration under~~ the ~~Federal~~Company ~~Mine Safety~~ and ~~Health Act of 1977~~ Purchaser.

~~ITEM~~ 5.8 ~~OTHER~~Severability. ~~INFORMATION~~If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

~~None~~5.9 Entire Agreement. This Agreement, the Transaction Documents and the documents referred to herein and therein constitute the entire agreement between the Parties and no Party shall be liable or bound to any other Party in any manner by any warranties, representations or covenants except as specifically stated in the Transaction Documents.

295.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which, when executed, will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same instrument. A signed copy of this Agreement delivered by email, facsimile or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

~~Table~~[REMAINDER ofOF ~~Contents~~PAGE INTENTIONALLY LEFT BLANK]

~~ITEM 6. EXHIBITS.~~4

Geovic Mining Corp.

(a)an ~~Exhibits.~~exploration stage company)

10.1		Form of Note Purchase Agreements May 2014
10.2		Form of Note Purchase Agreements June 2014
10.3		Form of Salary Deferral Agreements May 2014
10.4		Form of Salary Deferral Agreements June 2014
10.5		Form of Salary Deferral Agreements July 2014
10.6		Securities Purchase Agreement, dated July 22, 2014, between Tangiers Investment Group, LLC and Geovic Mining Corp., incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on August 8, 2014
10.7		Registration Rights Agreement, dated July 22, 2014, between Geovic Mining Corp. and Tangiers Investment Group, LLC, incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on August 8, 2014
10.8		Note Purchase Agreement, dated July 22, 2014, between Geovic Mining Corp. and Tangiers Investment Group, LLC, incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on August 8, 2014
10.9		4% Convertible Promissory Note, dated July 22, 2014, issued by Geovic Mining Corp. to Tangiers Investment Group, LLC, incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed with the SEC on August 8, 2014
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

30(Unaudited, in thousands, except share amounts)


	Common Stock		Additional paid-in capital	Deficit	Non-controlling Interest	Total
	Shares	Amount	Additional paid-in capital	Deficit	Non-controlling Interest	Total
Balance, December 31, 2012	106,639,602	$ 11	$ 110,577	$ (113,563 )	$ 8,973	$ 5,998

Vesting of restricted stock [note 8]............	80,000	—	—	—	—	—
Stock-based compensation [note 8]..........	—	—	4	—	—	4
Non-controlling interest contribution..........	—	—	—	—	478	478
Net loss for year.............................................	—	—	—	(7,231 )	(980 )	(8,211 )

Balance, December 31, 2013.....................	106,719,602	$ 11	$ 110,581	$ (120,794 )	$ 8,471	$ (1,731 )

Issuance of common stock [note 6]..........	3,962,987	—	—	—	—	—
Net loss.............................................................	—	—	—	(5,767 )	(448 )	(6,215 )

Balance, September 30, 2014....................	110,682,589	$ 11	$ 110,581	$ (126,561 )	$ 8,023	$ (7,946 )

~~SIGNATURES~~The accompanying notes are an integral part of these financial statements

~~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 thereunto duly authorized.~~ 5

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

			GEOVIC MINING CORP. Registrant
COMPANY:
August 12, 2014			By:	/s/ Michael T. Mason
GEOVIC MINING CORP.
				Michael T. Mason
By:
				Chief Executive Officer
Name:	Michael T. Mason
August 12, 2014			By:	/s/ Greg Hill
Title:	Chief Executive Officer
				Greg Hill
Address:		5500 E. Yale Avenue, Suite 302
				Chief Financial Officer
		Denver, Colorado 80222
		Attention: Chief Financial Officer
		Email: ghill@geovic.net
PURCHASER:
By:
Name:
Title:
Address:
		Attention:
		Email:

31[SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT]

EXHIBIT A

~~Table~~Form of ~~Contents~~Promissory Note

~~EXHIBIT~~THE SECURITIES ~~INDEX~~REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS GEOVIC MINING CORP. (THE “COMPANY”) HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE NOTE PURCHASE AGREEMENT, DATED AS OF AUGUST , 2014, BY AND AMONG THE COMPANY AND PURCHASER (AS DEFINED THEREIN), AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY UPON WRITTEN REQUEST AND WITHOUT CHARGE.

10.1		Form of Note Purchase Agreements May 2014
10.2		Form of Note Purchase Agreements June 2014
10.3		Form of Salary Deferral Agreements May 2014
10.4		Form of Salary Deferral Agreements June 2014
10.5		Form of Salary Deferral Agreements July 2014
10.6		Securities Purchase Agreement, dated July 22, 2014, between Tangiers Investment Group, LLC and Geovic Mining Corp., incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on August 8, 2014
10.7		Registration Rights Agreement, dated July 22, 2014, between Geovic Mining Corp. and Tangiers Investment Group, LLC, incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on August 8, 2014
10.8		Note Purchase Agreement, dated July 22, 2014, between Geovic Mining Corp. and Tangiers Investment Group, LLC, incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on August 8, 2014
10.9		4% Convertible Promissory Note, dated July 22, 2014, issued by Geovic Mining Corp. to Tangiers Investment Group, LLC, incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed with the SEC on August 8, 2014
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

PROMISSORY NOTE


Principal Amount: $	August , 2014

FOR VALUE RECEIVED, the undersigned, Geovic Mining Corp., a Delaware corporation (the “Company”), hereby promises to pay to the order of , a (“Purchaser”), at the offices of Purchaser, located at , on the Maturity Date, in lawful money of the United States of America in immediately available funds, the Principal Amount of $ (the “Principal Amount”) and Interest thereon from the date of this Note at the Interest Rate.

Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Note Purchase Agreement, dated as of August , 2014, by and between the Company and Purchaser, as amended, modified, restated or supplemented from time to time (the “Note Purchase Agreement”).

1. Note Interest. Except as otherwise provided in this Note, interest (“Interest”) shall accrue on the outstanding Principal Amount of the Note at the rate of two hundred percent (____%) per annum (the “Interest Rate”) and shall be due and payable on the Maturity Date (as defined in Section 2).

2. Note Maturity. The maturity date of this Note shall be the first anniversary of the date of this Note (the “Maturity Date”).

3. Prepayment. The Company may prepay this Note, in whole or in part and without penalty, at any time upon 30 calendar days’ prior written notice to Purchaser. The Company shall prepay this Note, in whole (but not in part) and without penalty, within five business days following the consummation of the acquisition by Jiangxi Rare Metals Tungsten Holdings Group Company Ltd or by any other entity of the Company’s 60.5% interest in Geovic Cameroon, PLC, or the consummation of the acquisition of the Company by another company. All prepayments shall be applied first to accrued but unpaid Interest, and then to the unpaid Principal Amount.

4. Interest. If the effective rate of Interest which would otherwise be payable under this Note would exceed the maximum non-usurious rate of interest permitted under applicable law (the “Highest Lawful Rate”), or if the Purchaser shall receive monies that are deemed to constitute interest which would increase the effective rate of Interest payable under this Note to a rate in excess of the Highest Lawful Rate, (i) all such sums shall be spread over the entire life of the Note, (ii) to the extent required, the amount of Interest which would otherwise be payable under the Note shall be reduced to the maximum amount allowed under applicable law, and (iii) any Interest paid by the Company in excess of the Highest Lawful Rate shall, at the option of the Purchaser, be either refunded to the Company or credited on the Principal Amount.

5. Events of Default. In case of the occurrence of any of the following events (each, an “Event of Default”):

(a) the Company shall fail to pay the Principal Amount or Interest under this Note when due and payable, whether at the Maturity Date, by acceleration or otherwise, and shall not have cured such failure to pay within thirty days;

(b) any representation or warranty made by the Company in the Note Purchase Agreement shall be false or misleading in any material respect on the Effective Date;

(c) the Company shall (i) voluntarily commence any proceeding or file any petition or any notice of its intent to commence or file any such proceeding, petition or proposal seeking relief under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency or similar law, (ii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for any such Person (as defined below) or for any substantial part of its property or assets, (iii) make a general assignment for the benefit of creditors, or (iv) take any corporate or stockholder action in furtherance of any of the foregoing; “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or governmental entity or any department, agency or political subdivision thereof; or

(d) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or of any substantial part of the property or assets thereof, under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any substantial part of its property or (iii) the winding-up or liquidation of the Company, and such proceeding, petition or order shall continue unstayed and in effect for a period of 90 consecutive days;

then, upon the occurrence of any such Event of Default (other than an Event of Default described in Section 5(c) or (d) above, in which case the Principal Amount of this Note and all accrued and unpaid Interest automatically shall become immediately due and payable in full), at any time thereafter during the continuation of such Event of Default, Purchaser may elect, by written notice to the Company, to declare this Note to be forthwith due and payable, whereupon the entire unpaid Principal Amount of this Note, together with accrued and unpaid Interest, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Company, anything in the Note Purchase Agreement or this Note to the contrary notwithstanding. In that event, Purchaser shall be entitled to exercise any and all other remedies provided hereunder and under this Note or available at law or in equity.

6. Transfer. Purchaser shall not dispose of all or any portion of this Note without the prior written consent of the Company, and then only in compliance with all of the provisions of Section 4.5 of the Note Purchase Agreement.

7. Waiver. The Company hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever, other than as expressly required by the Note Purchase Agreement. The nonexercise by Purchaser of any of its rights hereunder or under the Note Purchase Agreement in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

8. Governing Law; Submission to Jurisdiction. This Note shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Delaware Court of Chancery shall have exclusive jurisdiction over any and all disputes, whether in law or equity, arising out of or relating to this Note, and the Company and Purchaser consent to and agree to submit to the exclusive jurisdiction of such court; provided, however, that if the Delaware Court of Chancery determines that it does not have jurisdiction, the Company and Purchaser consent to and agree to submit to the exclusive jurisdiction of the state or federal courts located within the State of Delaware.

9. Invalidity. In the event that any one or more of the provisions of this Note shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note.

* * *


GEOVIC MINING CORP.

By:
Name:
Title:

Exhibit 10.2

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this “Agreement”) is made and entered into as of September , 2014 (the “Effective Date”), by and between Geovic Mining Corp., a Delaware corporation (the “Company”), and , a (“Purchaser”). The Company and Purchaser sometimes are referred to herein collectively as the “Parties,” and each individually as a “Party.”

RECITALS

The Company and Purchaser desire to enter into this Agreement pursuant to which, among other things, Purchaser agrees to acquire from the Company, and the Company agrees to issue to Purchaser, a promissory note (the “Note”) in the principal amount of $ (the “Principal Amount”). This Agreement and the Note sometimes are collectively referred to in this Agreement as the “Transaction Documents.”

AGREEMENTS

In consideration of the mutual promises, representations, warranties, covenants and conditions in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties agree as follows:

1. Purchase and Sale of the Note. Subject to the terms and conditions in this Agreement, on the Effective Date, the Company agrees to sell to Purchaser, and Purchaser agrees to purchase from the Company, the Note in the form attached as Exhibit A, for a purchase price equal to the Principal Amount (the “Purchase Price”).

2. Payment of the Purchase Price and Delivery of Note. On the Effective Date the Company shall deliver to Purchaser the Note, duly executed by the Company, and Purchaser shall pay to the Company the Purchase Price for its Note, by certified check or wire transfer of immediately available funds to the Company’s designated account.

3. Representations and Warranties of the Company. The Company represents and warrants to Purchaser, to the best of its knowledge and belief, as follows:

3.1 Organization, Good Standing and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on its business or properties.

3.2 Authorization. All corporate action on the part of the Company necessary (i) for the authorization, execution and delivery of the Transaction Documents, and (ii) for the performance of all obligations of the Company under the Transaction Documents has been taken. The Transaction Documents will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) except as set forth in Section 4.3.

3.3 Valid Issuance of Note. The Note when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided in this Agreement, will be duly and validly issued.

3.4 No Conflict. The execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated by the Transaction Documents will not (i) result in any violation or default under any material contract or agreement to which the Company is a party or by which the Company or its assets are bound or any provision of the Company’s certificate of incorporation or by-laws or (ii) violate any instrument, agreement, judgment, decree or order, or any statute, rule or regulation of any federal, state or local government or agency to which the Company is a party or its assets are subject, except as set forth in Section 4.3.

4. Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents, warrants and covenants that:

4.1 Authorization. Purchaser has full power and authority to enter into the this Agreement, and this Agreement constitutes its valid and legally binding obligation, enforceable against Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

4.2 Private Placement. Purchaser understands and acknowledges that the sale of the Note to Purchaser under this Agreement is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act and the applicable provisions of Regulation D promulgated thereunder (“Regulation D”) and that the Company is relying on Purchaser’s representations and warranties in connection with the Regulation D exemption. In furtherance thereof, Purchaser represents and warrants to the Company as follows:

(a) Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(b) Purchaser realizes that the basis for exemption would not be available if the sale of the Note was part of a plan or scheme to evade registration provisions of the Securities Act or any applicable state or federal securities laws.

(c) Purchaser is acquiring the Note solely for Purchaser’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of all or any portion of the Note.

(d) Purchaser has the financial ability to bear the economic risk of Purchaser’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Note.

(e) Purchaser understands and accepts that the purchase of the Note is highly risky. Purchaser represents that it is able to bear any loss associated with an investment in the Note, including loss of all or any portion of the Principal Amount and/or accrued and unpaid interest on the Note.

(f) Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Note.

(g) Purchaser has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the sale of the Note and the business, financial condition, results of operations and prospects of the Company. Purchaser has had access to such information concerning the Company and the Note as it deems necessary to make an informed investment decision concerning the purchase of the Note.

(h) Purchaser is unaware of, and is in no way relying on, any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the sale of the Note and is not purchasing the Note and did not become aware of the sale of the Note through or as a result of any seminar or meeting to which Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to Purchaser in connection with investments in securities generally.

(i) Purchaser represents that it is not relying on (and will not at any time rely on) any communication (written or oral) of the Company, as investment advice or as a recommendation to purchase the Note, it being understood that information and explanations related to the terms and conditions of the Note shall not be considered investment advice or a recommendation to purchase the Note.

(j) Purchaser confirms that the Company has not (i) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of investment in the Note or (ii) made any representation to Purchaser regarding the legality of an investment in the Note under applicable legal investment or similar laws or regulations. In deciding to purchase the Note, Purchaser is not relying on the advice or recommendations of the Company and Purchaser has made its own independent decision that the investment in the Note is suitable and appropriate for Purchaser.

(k) In entering into this Agreement and purchasing the Note, Purchaser is relying only on the representations and warranties of the Company set forth in Section 3 of this Agreement and specifically disclaims that it is relying on or has relied on any representations, warranties or statements that may have been made by any other person.

(l) Purchaser understands that no federal or state agency has passed upon the merits or risks of an investment in the Note or made any finding or determination concerning the fairness or advisability of this investment.

4.3 Usury. Purchaser understands, acknowledges and accepts that the ____% interest rate on the Note may exceed the maximum rate of interest permissible under any applicable law at any time and that as a result Purchaser may not receive all or any portion of the interest to which it would otherwise be entitled pursuant to the terms of the Note, and may incur civil or criminal liability therefor.

4.4 Restricted Securities. Purchaser understands that the Note is characterized as a “restricted security” under the federal securities laws inasmuch as it is being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Note may be resold without registration under the Securities Act only in certain limited circumstances. In the absence of an effective registration statement covering the Note or an available exemption from registration under the Securities Act, the Note must be held indefinitely. In this connection, Purchaser represents that it is familiar with and understands the resale limitations imposed thereby and by the Securities Act.

4.5 Restrictions on Transfer.

(a) In addition to the restrictions stated in Section 5.2 below, Purchaser agrees not to make any disposition of all or any portion of the Note unless and until:

(i) There is then in effect a registration statement under the Securities Act, covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(ii) (A) The transferee has agreed in writing to be bound by the terms of all of the Transaction Documents, (B) Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (C) the Company shall have reasonably approved the proposed disposition, and (D) if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of proposed transaction involving the Note under the Securities Act.

(b) The Note shall be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws or as provided elsewhere in this Agreement):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS GEOVIC MINING CORP. (THE “COMPANY”) HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE NOTE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER , 2014, BY AND AMONG THE COMPANY AND PURCHASER (AS DEFINED THEREIN), AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY UPON WRITTEN REQUEST AND WITHOUT CHARGE.

4.6 Tax and Legal Advisors. Purchaser has reviewed with its own tax and legal advisors the federal, state and local tax consequences and legal aspects of this investment, where applicable, and the transactions contemplated by the Transaction Documents. Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Purchaser understands that Purchaser (and not the Company) shall be responsible for Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

5. Miscellaneous.

5.1 Survival. The representations, warranties and covenants of the Company and Purchaser in this Agreement shall survive the execution and delivery of this Agreement.

5.2 Successors and Assigns. Purchaser may not assign any of its rights or obligations under this Agreement or the Note without the prior written consent of the Company, and the Company shall not assign any of its rights or obligations hereunder without the prior written consent of Purchaser. Subject to the foregoing, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of the Parties (including any permitted transferees of the Note). Nothing in this Agreement, express or implied, is intended to confer upon any Party, other than the Parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Any permitted successor or assignee of Purchaser shall be treated as a “Purchaser” for all purposes hereunder.

5.3 Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Delaware Court of Chancery shall have exclusive jurisdiction over any and all disputes, whether in law or equity, arising out of or relating to this Agreement, and the Parties consent to and agree to submit to the exclusive jurisdiction of such court; provided, however, that if the Delaware Court of Chancery determines that it does not have jurisdiction, the Parties consent to and agree to submit to the exclusive jurisdiction of the state or federal courts located within the State of Delaware.

5.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

5.6 Finder’s Fee. Each Party represents that it neither is nor will be obligated for any finders’ fee or commission in connection with this transaction. Each Party agrees to indemnify and to hold harmless the other Party from any liability for any commission or compensation in the nature of a finders’ fee (and the costs and expenses of defending against such liability or asserted liability) for which such Party or any of its officers, members, agents, employees or representatives is responsible.

5.7 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the prior written consent of the Company and Purchaser.

5.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

5.9 Entire Agreement. This Agreement, the Transaction Documents and the documents referred to herein and therein constitute the entire agreement between the Parties and no Party shall be liable or bound to any other Party in any manner by any warranties, representations or covenants except as specifically stated in the Transaction Documents.

5.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which, when executed, will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same instrument. A signed copy of this Agreement delivered by email, facsimile or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.


COMPANY:

GEOVIC MINING CORP.

By:
Name:	Michael T. Mason
Title:	Chief Executive Officer

Address:		5500 E. Yale Avenue, Suite 302
		Denver, Colorado 80222
		Attention: Chief Financial Officer
		Email: ghill@geovic.net

PURCHASER:



By:
Name:
Title:

Address:

		Attention:
		Email:

[SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT]

EXHIBIT A

Form of Promissory Note

PROMISSORY NOTE


Principal Amount: $	September , 2014

Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Note Purchase Agreement, dated as of September , 2014, by and between the Company and Purchaser, as amended, modified, restated or supplemented from time to time (the “Note Purchase Agreement”).

1. Note Interest. Except as otherwise provided in this Note, interest (“Interest”) shall accrue on the outstanding Principal Amount of the Note at the rate of two hundred percent (_____%) per annum (the “Interest Rate”) and shall be due and payable on the Maturity Date (as defined in Section 2).

2. Note Maturity. The maturity date of this Note shall be the first anniversary of the date of this Note (the “Maturity Date”).

5. Events of Default. In case of the occurrence of any of the following events (each, an “Event of Default”):

(b) any representation or warranty made by the Company in the Note Purchase Agreement shall be false or misleading in any material respect on the Effective Date;

* * *


GEOVIC MINING CORP.

By:
Name:
Title:

Geovic Mining Corp.

(an exploration stage company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


	Three months ended September 30,		Nine months ended September 30,		Unaudited Period from Nov. 16, 1994 (inception) to September 30, 2014
	2014	2013	2014	2013
OPERATING ACTIVITIES
Consolidated net loss.............................................................	$ (2,185 )	$ (2,460 )	$ (6,215 )	$ (6,450 )	$ (173,385 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense.............................................................	49	183	250	581	5,434
Stock-based compensation expense...................................	—	—	—	4	18,701
Change in fair value of warrants.........................................	—	—	—	—	(675 )
(Gain)/Loss on disposal of assets.........................................	(53 )	12	(179 )	(15 )	180
Property, plant and equipment impairment [note 5].......	—	309	—	309	309
Write-off of mineral leases....................................................	—	—	—	—	3,244
Changes in non-cash operating working capital:
Decrease (increase) in restricted cash..................................	35	(11)	165	71	(159 )
Decrease (increase) in prepaid expenses.............................	99	156	67	352	—
Decrease (increase) in other assets.......................................	62	45	15	55	—
Decrease (increase) in deposits.............................................	6	236	14	208	(14 )
Increase (decrease) in accrued liabilities and other payables..............................................................................	1,431	195	3,461	30	4,528
Increase in accrued payroll and related..............................	379	250	1,132	250	1,876
Increase in accrued litigation................................................	—	250	—	250	250
Increase (decrease) in other liabilities..................................	—	(250)	—	(250)	471
Increase (decrease) in related party payable.....................	—	(2 )	32	(31 )	360

Cash used in operating activities............................	(177 )	(1,087 )	(1,258 )	(4,636 )	(138,880 )
INVESTING ACTIVITIES
Purchases of property, plant and equipment.....................	—	(2)	—	(11 )	(7,191 )
Proceeds on sale of assets.....................................................	52	27	276	58	436
Acquisition of mineral leases................................................	—	—	—	—	(3,244 )

Cash provided by (used in) investing activities...	52	25	276	47	(9,999 )
FINANCING ACTIVITIES
Increase in short-term debt...................................................	92	120	867	120	1,531
Non-controlling interest contribution...................................	—	160	—	478	40,853
Proceeds from issuance of common stock and preferred stock.....................................................................................	—	—	—	—	95,589
Cash paid to rescind exercise of stock options..................	—	—	—	—	(15 )
Proceeds from issuance of stock warrants.........................	—	—	—	—	16,168
Proceeds from exercise of stock options and warrants....	—	—	—	—	2,564
Stock issue costs......................................................................	—	—	—	—	(7,745 )

Cash provided by financing activities...................	92	280	867	598	148,945

Net increase (decrease) in cash................................	(33)	(782 )	(115 )	(3,991 )	66
Cash, beginning of period...........................................	99	1,050	181	4,259	—

Cash, end of period.....................................................	$ 66	$ 268	$ 66	$ 268	$ 66

The accompanying notes are an integral part of these financial statements

Exhibit 10.3

AMENDMENT NUMBER 1 TO NOTE purchase agreement

The Note Purchase Agreement (the “Agreement”) between Geovic Mining Limited and dated as of , 2013 is hereby amended effective as of October 31, 2014 as follows:.

A. Paragraph 1 of Exhibit A to the Note Purchase Agreement which states:

1. Note Interest. Except as otherwise provided in this Note, interest (“Interest”) shall accrue on the outstanding Principal Amount of the Note at the rate of two hundred percent (200%) per annum (the “Interest Rate”) and shall be due and payable on the Maturity Date (as defined in Section 2).

is hereby deleted and replaced as follows:

1. Note Interest. Except as otherwise provided in this Note, interest (“Interest”) shall accrue on the outstanding Principal Amount of the Note at the rate of two hundred percent (200%) per annum for the first year and one percent (1%) per month thereafter (the “Interest Rate”) and shall be due and payable on the Maturity Date (as defined in Section 2).

B. Paragraph 2 of Exhibit A to the Note Purchase Agreement which states:

2. Note Maturity. The maturity date of this Note shall be the first anniversary of the date of this Note (the “Maturity Date”).

is hereby deleted and replaced as follows:

2. Note Maturity. The maturity date of this Note shall be eighteen (18) months after the date of this Note (the “Maturity Date”).

C. The Promissory Note issued pursuant to the Agreement is hereby voided and replaced with the Promissory Note attached as Exhibit A hereto.

D. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Note Purchase Agreement.

E. All other terms and conditions in the Note Purchase Agreement remain in effect as of , 2014.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of , 2014

COMPANY:

GEOVIC MINING CORP.

By:

Name: Michael T. Mason

Title: Chief Executive Officer

Address: 5500 E. Yale Avenue, Suite 302

Denver, Colorado 80222

Attention: Chief Financial Officer

Email: caserin@macspence.com

PURCHASER:

By:

Name:

Title:

Address:

Attention:

Email:

Exhibit A

The securities represented hereby have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered, sold or otherwise transferred, assigned, pledged or hypothecated unless and until registered under the Act or unless geovic mining corp. (the “Company”) has received an opinion of counsel reasonably satisfactory to the Company and its counsel that such registration is not required. The transfer of the securities represented by this certificate is subject to the conditions specified in thE NOTE Purchase Agreement, dated as of OCTOBER __, 2013, by and AMONG the Company and Purchaser (as defined therein), as amended and modified from time to time. A copy of such conditions shall be furnished by the Company upon written request and without charge.

PROMISSORY NOTE

Principal Amount: $ , 2013

FOR VALUE RECEIVED, the undersigned, Geovic Mining Corp., a Delaware corporation (the “Company”), hereby promises to pay to the order of (“Purchaser”), at the offices of Purchaser, located at , on the Maturity Date, in lawful money of the United States of America in immediately available funds, the Principal Amount of $ (the “Principal Amount”) and Interest thereon from the date of this Note at the Interest Rate.

Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Note Purchase Agreement, dated as of , 2013, by and between the Company and Purchaser, as amended, modified, restated or supplemented from time to time (the “Note Purchase Agreement”).

1. Note Interest. Except as otherwise provided in this Note, interest (“Interest”) shall accrue on the outstanding Principal Amount of the Note at the rate of two hundred percent (200%) per annum for the first year and one percent (1%) per month thereafter (the “Interest Rate”) and shall be due and payable on the Maturity Date (as defined in Section 2).

2. Note Maturity. The maturity date of this Note shall be eighteen (18) months after the date of this Note (the “Maturity Date”).

3. Prepayment. The Company may prepay this Note, in whole or in part and without penalty, at any time upon 30 calendar days’ prior written notice to Purchaser. The Company shall prepay this Note, in whole (but not in part) and without penalty, within five business days following the consummation of the acquisition by Jiangxi Rare Metals Tungsten Holdings Group Company Ltd of the Company’s 60.5% interest in Geovic Cameroon, PLC. All prepayments shall be applied first to accrued but unpaid Interest, and then to the unpaid Principal Amount.

excess of the Highest Lawful Rate shall, at the option of the Purchaser, be either refunded to the Company or credited on the Principal Amount.

5. Events of Default. In case of the occurrence of any of the following events (each, an “Event of Default”):

(b) any representation or warranty made by the Company in the Note Purchase Agreement shall be false or misleading in any material respect on the Effective Date;

8. Governing Law; Submission to Jurisdiction. This Note shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or

conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Delaware Court of Chancery shall have exclusive jurisdiction over any and all disputes, whether in law or equity, arising out of or relating to this Note, and the Company and Purchaser consent to and agree to submit to the exclusive jurisdiction of such court; provided, however, that if the Delaware Court of Chancery determines that it does not have jurisdiction, the Company and Purchaser consent to and agree to submit to the exclusive jurisdiction of the state or federal courts located within the State of Delaware.

* * *

GEOVIC MINING CORP.

By:_____________________________________

Name: Michael T. Mason

Title: CEO

Exhibit 10.4

August 14, 2014

VIA E-MAIL

Employee Name and Address

Re: Salary Deferral Opportunity for August 2014

Dear [Employee Name]:

As you know, we are working on a strategic partner transaction with JXTC in China that would involve the sale of our interest in the Cameroon project. We are making progress, but it would take additional time to close and is subject to a variety of conditions and approvals.

We are also working on possible transactions involving our other projects, as well as raising additional financing for the company.

Under the circumstances, we are seeking to reduce the company’s expenditures.

As part of that effort, we are presenting to you and all other salaried employees a VOLUNTARY opportunity with respect to the August payroll, as follows:

1. You may, if you choose to do so, defer one-half of your base salary compensation for the month of August 2014. If you desire to defer more than this up to your full base salary compensation for August 2014, you are also welcome to do so (but in all events you must receive on a current basis enough of your base salary to cover mandatory tax and other withholdings as estimated by the company in its sole discretion on a good-faith basis).

2. Any amount that you defer would be payable to you, along with an additional payment equal to 200% of the amount deferred (the “Deferral Inducement Amount”), on the earlier of the following: (a) receipt of proceeds from JXTC or from any other entity from the sale of our interest in the Cameroon project, (b) consummation of the acquisition of the Company by another company, (c) receipt of proceeds from a significant financing in an amount expected to be sufficient to cover the company’s cash requirement for at least 6 months, or (d) March 14, 2014. We presently anticipate that the sale event involving JXTC or any other entity, or any acquisition of the Company, or any financing event, if they occur, may not be for a number of months.

I want to emphasize that the deferral opportunity described above (the “Deferral Opportunity”) is subject to your acceptance, and is entirely VOLUNTARY.

If you desire to accept the Deferral Opportunity, please complete the attached Salary Deferral Election and return it to Shelia Short by 5:00 p.m. (MT), August 20, 2014. If you do not return the Salary Deferral Election to Shelia by that time, we will assume that you decided to not participate in the Deferral Opportunity.

Thank you very much for your consideration.

Best regards,

Michael Mason

CEO

Attachment: Salary Deferral Election Form

Salary Deferral Election

I, (print your name), hereby elect to take advantage of the “Deferral Opportunity” set forth in the accompanying letter sent to me by Geovic Mining Corp. (the “Company”), dated August 14, 2014 (the “Letter”). My deferral election is as follows:

1. I hereby elect to defer % (print clearly the whole percentage of August 2014 salary you wish to defer) of my base salary for the month of August 2014 (the “Deferral Amount”). I understand that the Deferral Amount can be no less than 50% of my base salary for the month and may be up to the full amount of my base salary for the month, but that in all events I will receive on a current basis enough of my base salary for August 2014 to cover my mandatory tax and other withholdings as estimated by the Company in its sole discretion on a good-faith basis.

2. I understand and agree that the Deferral Amount and the Deferral Inducement Amount (as defined in the Letter) would be paid at the time or times set forth in the Letter.

3. I have read the Letter and reviewed the Deferral Opportunity in its entirety. I have been given the opportunity to consult with tax, legal, and financial advisors prior to making this deferral election.

4. I am making this base salary deferral on a VOLUNTARY basis and of my own free will. The Company has not pressured me in any way to make or refrain from making this deferral election.

5. I understand that the Deferral Amount and the Deferral Inducement Amount will be paid from the general assets of the Company, and no cash or other property will be held in trust or set aside for me in any way. I understand further that I will have no special claim to any of the Company’s assets as a result of this deferral election. My right to receive the amount I defer and to receive the Deferral Inducement Amount shall be no greater than a general, unsecured creditor of the Company, and will be wholly dependent on the Company’s ability to pay such amounts as and when they come due.

6. I understand and agree that the Letter and this Salary Deferral Election constitute an amendment to any employment agreement, offer letter, or similar agreement that I may have with the Company, and that the terms and conditions of the Letter and of this Salary Deferral Election supersede any inconsistent terms of such other agreements.

7. I understand and agree that all other terms and conditions of any employment agreement, offer letter, or similar agreement that I may have with the Company shall remain in full force and effect.

8. I understand and agree that the Letter, the Deferral Opportunity, and this Salary Deferral Election are intended to be exempt from the requirements of the Employee Retirement Income Security Act of 1974, as amended, as well as the provisions of Section 409A of the Internal Revenue Code of 1986, as amended. I understand and agree that I am solely responsible for any tax consequences that may apply to me based on the arrangement created by the Letter, the Deferral Opportunity, and this Salary Deferral Election.

This Salary Deferral Election is hereby executed by the Employee identified below, on the date set forth below.




Employee Signature


Print Employee Name


Date

Accepted and agreed to by the Company:

Geovic Mining Corp.

By:

Title:

Date:

-1-

Exhibit 10.5

September 19, 2014

VIA E-MAIL

Employee Name and Address

Re: Salary Deferral Opportunity for September 2014

Dear [Employee Name]:

We are also working on possible transactions involving our other projects, as well as raising additional financing for the company.

Under the circumstances, we are seeking to reduce the company’s expenditures.

As part of that effort, we are presenting to you and all other salaried employees a VOLUNTARY opportunity with respect to the September payroll, as follows:

1. You may, if you choose to do so, defer one-half of your base salary compensation for the month of September 2014. If you desire to defer more than this up to your full base salary compensation for September 2014, you are also welcome to do so (but in all events you must receive on a current basis enough of your base salary to cover mandatory tax and other withholdings as estimated by the company in its sole discretion on a good-faith basis).

2. Any amount that you defer would be payable to you, along with an additional payment equal to 200% of the amount deferred (the “Deferral Inducement Amount”), on the earlier of the following: (a) receipt of proceeds from JXTC or from any other entity from the sale of our interest in the Cameroon project, (b) consummation of the acquisition of the Company by another company, (c) receipt of proceeds from a significant financing in an amount expected to be sufficient to cover the company’s cash requirement for at least 6 months, or (d) March 14, 2015. We presently anticipate that the sale event involving JXTC or any other entity, or any acquisition of the Company, or any financing event, if they occur, may not be for a number of months.

I want to emphasize that the deferral opportunity described above (the “Deferral Opportunity”) is subject to your acceptance, and is entirely VOLUNTARY.

If you desire to accept the Deferral Opportunity, please complete the attached Salary Deferral Election and return it to Shelia Short by 5:00 p.m. (MT), September 23, 2014. If you do not return the Salary Deferral Election to Shelia by that time, we will assume that you decided to not participate in the Deferral Opportunity.

Thank you very much for your consideration.

Best regards,

Michael Mason

CEO

Attachment: Salary Deferral Election Form

Salary Deferral Election

I, (print your name), hereby elect to take advantage of the “Deferral Opportunity” set forth in the accompanying letter sent to me by Geovic Mining Corp. (the “Company”), dated September 19, 2014 (the “Letter”). My deferral election is as follows:

1. I hereby elect to defer % (print clearly the whole percentage of September 2014 salary you wish to defer) of my base salary for the month of September 2014 (the “Deferral Amount”). I understand that the Deferral Amount can be no less than 50% of my base salary for the month and may be up to the full amount of my base salary for the month, but that in all events I will receive on a current basis enough of my base salary for September 2014 to cover my mandatory tax and other withholdings as estimated by the Company in its sole discretion on a good-faith basis.

2. I understand and agree that the Deferral Amount and the Deferral Inducement Amount (as defined in the Letter) would be paid at the time or times set forth in the Letter.

4. I am making this base salary deferral on a VOLUNTARY basis and of my own free will. The Company has not pressured me in any way to make or refrain from making this deferral election.

7. I understand and agree that all other terms and conditions of any employment agreement, offer letter, or similar agreement that I may have with the Company shall remain in full force and effect.

This Salary Deferral Election is hereby executed by the Employee identified below, on the date set forth below.




Employee Signature


Print Employee Name


Date

Accepted and agreed to by the Company:

Geovic Mining Corp.

By:

Title:

Date:

-1-

Exhibit 31.1

Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

CERTIFICATION

I, Michael T. Mason, Chief Executive Officer (Principal Executive Officer) certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geovic Mining Corp. for the fiscal quarter ended September 30, 2014;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial position, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting ( as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared:

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervisions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure control and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operating of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: December 14, 2014	By:	/s/ Michael T. Mason
		Michael T. Mason
		Chief Executive Officer

Geovic Mining Corp.

(an exploration stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts or as otherwise stated)

1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

Geovic is engaged in the business of exploring for cobalt, nickel and related minerals through its majority-owned (60.5%) subsidiary, Geovic Cameroon, PLC (“GeoCam”), a financially dependent public limited company duly organized and incorporated under the laws of the Republic of Cameroon.

The Company is also engaged in the worldwide exploration of energy and mineral resources directly or indirectly through its ownership of Geovic Energy Corp. and Geovic Mineral Sands Corp., formed in 2007 and 2009, respectively, under the laws of the State of Colorado, and Geovic France SAS, formed in December 2008 under the laws of France, and Geovic Nouvelle-Calédonie SAS, formed in March 2009 under the laws of New Caledonia, and Geovic PNG Limited, formed in May 2012 under the laws of Papua New Guinea.

As an exploration stage company, we have a history of losses, deficits and negative operating cash flows and will continue to incur losses in the future. We continue to evaluate our cash position and cash utilization. Our ability to access additional financing will be critical to our financial condition as we attempt to obtain proceeds from the sale, joint venture, farm-out, or similar-type transaction involving one or more of our exploration prospects, the most significant of which is our 60.5% ownership stake in the Nkamouna Project in Cameroon. Based on the estimated capital and start-up costs of the Nkamouna Project, we presently do not have sufficient capital resources available to meet anticipated equity requirements. Our ability to raise additional capital for this purpose would depend on a number of factors, many of which would result in significant dilution of our current stockholders. Consequently, we have been proactively pursuing a strategic investment which, if successful, would result in our selling some or all of our interest in the Nkamouna Project to a third party.

The transaction contemplated by the DA establishes JXTC’s intent to acquire 60.5% of the existing shares of GeoCam pursuant to the execution of a share purchase agreement between JXTC and the Company, which is expected to be subject to a variety of conditions and approvals, many of which are outside the control of the Company. There is no assurance that this agreement will be finalized or that the transaction contemplated therein will be completed. This proposed transaction would result in the complete disposition of the Company’s interest in GeoCam and the Nkamouna Project. In addition to acquiring 60.5% interest in GeoCam, JXTC would also secure 100% of the mixed cobalt-nickel sulphide product to be produced by the Nkamouna Project.

The DA expired on March 31, 2014 and as at that date the parties had not entered into a share purchase agreement. In September 2014 the parties agreed to an extension retroactive to the original expiry of the DA through December 31, 2014. There can be no assurance that a share purchase agreement will ultimately be entered into or that the transactions contemplated therein will be completed.

We have been closely monitoring our fixed and variable costs and have restricted such costs to those expenses that are necessary to complete activities related to securing a strategic investment for the Nkamouna Project, to identify opportunities to generate cash from our existing exploration properties and to obtain additional sources of working capital in support of such activities. Management

Exhibit 31.2

Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

CERTIFICATION

I, Christopher A Serin, Chief Financial Officer (Principal Financial Officer) of the Company certify that:

1. I have reviewed this quarterly report on Form 10-Q of Geovic Mining Corp. for the fiscal quarter ended September 30, 2014;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 14, 2014

By:

/s/ Christopher A. Serin

Christopher A. Serin

Chief Financial Officer

(Principal Financial Officer)

Filing Compare · GEOVIC MINING CORP.