10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2009

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

For the transition period from              to             

Commission File Number 000-52646

GEOVIC MINING CORP.

(Exact name of registrant as specified in its charter)

Delaware	20-5919886
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1200 17th Street, Suite 980 Denver, Colorado	80202
(Address of principal executive offices)	(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Exchange Act:

None

(Title of Class)

Securities registered pursuant to Section 12(g) of the Exchange Act:

Title of each class to be so registered

Common Stock, par value $0.0001 per share

Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the Registrant (1) has filed all reports required to 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 such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  ¨    Accelerated Filer  ¨    Non-accelerated Filer  ¨    Smaller Reporting Co.  x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act)     Yes  ¨    No  x

The aggregate market value of the Registrant’s common stock held by non-affiliates, computed by reference to the closing price of the common stock as of June 30, 2009, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $45,369,424,

At March 24, 2010, there were 103,724,508 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III is incorporated by reference from the Registrant’s definitive Proxy Statement for its 2010 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A, no later than 120 days after the end of the Registrant’s fiscal year.

GEOVIC MINING CORP.

2009 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page
Forward-Looking Statements		2
Part I
Item 1.	Business	4
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	19
Item 2.	Properties	20
Item 3.	Legal Proceedings	40
Item 4.	[Reserved]	41
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	42
Item 6.	Selected Financial Data	45
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 8.	Financial Statements and Supplementary Data	51
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51
Item 9A.	Controls and Procedures	51
Item 9B.	Other Information	53
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	54
Item 11.	Executive Compensation	54
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	54
Item 13.	Certain Relationships and Related Transactions, and Director Independence	54
Item 14.	Principal Accounting Fees and Services	54
Part IV
Item 15.	Exhibits, Financial Statement Schedules	55
Signatures		58

In this Annual Report on Form 10-K, all dollar amounts are in United States Dollars unless otherwise indicated.

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CAUTIONARY LANGUAGE ABOUT FORWARD-LOOKING STATEMENTS

Certain statements in this report constitute “forwarding-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities and Exchange Act of 1934 and applicable Canadian securities laws. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. All statements 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. Without limiting the broader description of forward-looking statements above, we specifically note that statements regarding 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, if needed, and the timing of additional tests, feasibility studies and environmental permitting are all forward-looking in nature.

Statements contained in this annual report that are not historical facts are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to the expected completion of the feasibility study update for the Nkamouna Project; the estimation of mineral reserves and mineralized material and the timing of completion of such estimations; our expectations regarding capital required prior to production at the Nkamouna Project; success of exploration activities; permitting time lines; construction and capital costs; operating expenses; currency fluctuations; requirements for additional capital; our expectations regarding processing and marketing of future production from the Nkamouna Project; 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 in 2010; and our plans with respect to future debt and equity financing. In certain cases, forward-looking statements can be identified by the use of words such as “proposes”, “expects”, “is expected”, “scheduled”, “estimated”, “intends”, or variations of such words and phrases or state that certain actions, events or results “will” occur. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, the risk factors discussed below in Item 1A—“Risk Factors,” risks related to operations; actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of metals; possible variations in ore reserves, grades, or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labor disputes, other risks of the mining industry, delays in obtaining governmental approvals or financing or in the completion of development or construction activities and other factors as described herein, and 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 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 date hereof. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events.

CAUTIONARY NOTE REGARDING DISCLOSURE OF MINERAL PROPERTIES

Geovic Mining Corp. is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and applicable Canadian securities laws, and as a result we report our mineral reserves according to two different standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). The definitions of NI 43-101 are adopted from those given by the Canadian Institute of Mining, Metallurgy and Petroleum. U.S. reporting requirements are governed by the Securities and Exchange

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Commission (“SEC”) Industry Guide 7 (“Guide 7”). These reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions. Under Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made.

We disclose mineral reserves and mineral resources according to the definitions set forth in NI-43-101 and modify them as appropriate to confirm to Guide 7 for reporting in the U.S. In this Form 10-K, we use the term “mineralized material” to describe the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards. This is substantially equivalent to the total measured mineral resources and indicated mineral resources (disclosed as exclusive of reserves), which we disclose for reporting purposes in Canada. U.S. investors are cautioned that, while the terms “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources” are recognized and required by Canadian securities laws, rules adopted by the SEC does not recognize them. U.S. investors are also cautioned not to assume that all or any part of measured or indicated resources will ever be converted into Guide 7 compliant reserves.

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PART I

ITEM 1. BUSINESS

Geovic Mining Corp. was incorporated under the Business Corporations Act (Alberta) on August 27, 1984 and was continued into Ontario on November 8, 2001. On November 21, 2006, we became domesticated as a Delaware corporation and changed our name to “Geovic Mining Corp.” In this Form 10-K, the “Company,” “Geovic Mining,” “we,” “our” and “us” refer to Geovic Mining Corp. and one or more of its subsidiaries as indicated by the context.

Intercorporate Relationships

We completed a reverse take-over transaction (the “RTO”) on December 1, 2006, with the result that we hold 100% of the issued and outstanding shares of Geovic, Ltd., a Cayman Islands corporation (“Geovic”). Geovic owns 60% of Geovic Cameroon PLC, a private corporation existing under the laws of the Republic of Cameroon (“GeoCam”) which holds our mining prospect in Cameroon. William A. Buckovic (“Buckovic”), the founder of Geovic, holds 0.5% of GeoCam which we hold an option to acquire.

Geovic is our principal operating subsidiary, and employs all our employees. The following chart illustrates the inter-corporate relationships among the Company and its subsidiaries as of March 24, 2010.

(1) GeoCam minority interest owners are described below under “GeoCam Shareholders Agreement.”

Our principal business is conducted through Geovic in which we hold rights to several cobalt-nickel-manganese deposits in the Republic of Cameroon, Africa through our 60% ownership in GeoCam. Our principal business focus since 1994 has been to advance our interest in the deposits. GeoCam’s Mining Permit (the “Mining Permit”) establishes exclusive mining rights to develop the Nkamouna, Mada and other cobalt-nickel-manganese deposits within a 1,250 square kilometer area in southeastern Cameroon (the “Cameroon Properties”). The Cameroon Properties are described in Item 2. Properties. GeoCam plans to develop and mine the Nkamouna and Mada deposits (together, the “Nkamouna Project”) before the other deposits are developed.

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Business Operations

Qualified independent consulting firms identified by Geovic and retained by GeoCam completed engineering pre-feasibility studies and technical reports on the Nkamouna deposit in 2006, a feasibility study in November 2007, a NI 43-101compliant technical report in January 2008, a feasibility optimization study in September 2008 (“2008 OS”), and an updated NI 43-101 compliant technical report on the Nkamouna Project in November 2009 (the “Nkamouna Technical Report”). The studies support construction of a cobalt-nickel-manganese mine and adjoining ore processing plant.

The 2008 OS also addressed production of manganese carbonate and scandium under pre-2009 price levels in those commodities.

Beginning in late 2008, several process improvement programs were initiated to enhance the Nkamouna Project’s economics and reduce technical and financial risks. Preliminary test work was undertaken in 2009 and early 2010 to begin to validate these technologies. Subsequent pilot scale tests commenced in February 2010 and are scheduled for completion by mid-2010.

In mid-2009 GeoCam retained three well-known, highly qualified and experienced metallurgical and chemical engineers to serve as its Technical Advisory Panel (“TAP”). The TAP was engaged to provide high-level metallurgical processing input to the Geovic technical design team as well as provide independent expert feedback to GeoCam. Based on recommendations of the TAP, we are considering the separation of the final refining process from the initial ore leaching process, which would produce two intermediate products (a mixed cobalt and nickel sulfide product, referred to as MSP, and manganese carbonate) at the mine site. These intermediate products would be sold in the international marketplace or shipped offshore for processing into finished products. Separately, the process for refining the MSP into more purified forms of cobalt and nickel is also being investigated. Our present plans do not include production of scandium. We are considering these measures to try to limit initial process plant capital costs and process risk at the remote mine site.

During 2009, we completed assaying and other analysis of samples collected in 2008 from our 2,045-hole, 54,900 meter drill program on the Nkamouna, Mada and Rapodjombo deposits. We undertook this program to accomplish the following:

• Reduce the distance between the holes drilled previously at Nkamouna and Mada, thereby adding greater certainty to non-reserve mineralized material estimates;

• More fully delineate the lateral and vertical extents of the deposits;

• Reevaluate the grade and extent of previous mineralized material estimates;

• Reestablish proven and probable reserves;

• Initiate preliminary work toward establishing a non-reserve mineralized material estimate at the adjoining Rapodjombo property; and

• Facilitate initial mine planning.

During 2009 we completed the assaying and analysis of the samples collected during the 2008 drilling program which enabled us to update our estimates of mineralized material located on the Nkamouna and Mada deposits and facilitate mine and production planning for the Nkamouna Project, which are discussed in more detail in Item 2. Properties. The following summarizes highlights of the updated estimates and related developments:

• Combined estimated mineralized material increased to 120.6 million tonnes with average grades of 0.23% cobalt, 0.65% nickel, and 1.34% manganese.

• The 2008 estimate of reserves was made before the completion 2008 drill program and the 2009 estimate referred to above. Updated Proven and Probable reserve estimates at Nkamouna, initial Proven/Probable reserve estimates at Mada, and an initial mineralized material estimate at the adjacent Rapodjombo property are anticipated to be completed in the third quarter of 2010.

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• The updated reserve estimates, when completed, are expected to enable higher cutoff grades to be utilized in mining operations, yielding improved project economics.

Please refer to Item 2. Properties for more detailed information on the Nkamouna Project and other properties held by GeoCam, and by other subsidiaries of the Company.

In December 2009 GeoCam engaged Lycopodium Pty Ltd., an international engineering firm based in Perth, Australia to prepare an independent feasibility study update (“FSU”) and to review an updated mine plan for the Nkamouna Project. The FSU is expected to be completed in the third quarter of 2010 and will include estimated construction and capital costs, operating expenses and future net cash flow from mining operations for the Nkamouna Project. Once the FSU is completed and accepted, we will work with GeoCam to obtain project financing.

During 2008 and 2009 GeoCam, under our supervision, completed the following activities to advance the Nkamouna Project:

• Improved and maintained 23.6 kilometers of access roads between the nearest town, Lomie, and the Nkamouna Project;

• Installed and maintained a 72-meter tower to provide nearly all required long-distance communication and information technology links for the Project, as well as the local region;

• Expanded the field compound at Kongo camp near the Nkamouna Project;

• Completed the preliminary engineering design of the tailings storage facility to receive tailings from the physical upgrading of ore and the leaching concentrates;

• Advanced the engineering and planned infrastructure for on-site processing facilities;

• Received final approval and permits authorizing stream diversion and water reclamation for the project;

• Received a permit from the Cameroon Ministry of Forestry and Wildlife to collect and use wood resources from the deforestation of a 150 hectare area in the vicinity of the Nkamouna Project;

• Cleared approximately 120 hectares of land to accommodate early construction activities, and processed the lumber for future use in construction;

• Conducted development drilling of 2,045 drill holes totaling 54,952 meters of total depth on the Nkamouna, Mada and Rapodjombo deposits, and assayed and analyzed over 48,000 samples from the holes; and

• Provided social and educational assistance to persons and groups in the area near the Nkamouna Project.

GeoCam Shareholder and Other Agreements

In April 2007 Geovic entered into a shareholders agreement with the other GeoCam shareholders, Societe Nationale d’Investissement du Cameroun (“SNI”) (the owner of 20%), four Cameroonian individuals (collectively, the owners of 19.5% and represented by SNI), and Buckovic (the owner of 0.5%) (the “Shareholders Agreement”). The Shareholders Agreement reflects the historic ownership and management arrangements among the shareholders and sets forth the terms, conditions and fiscal arrangement for continued participation by the shareholders in GeoCam. The Shareholders Agreement includes provisions in accordance with Cameroon business laws for all shareholders to contribute their proportionate share of future GeoCam capital required to meet its annual operating budgets, as approved by the GeoCam Board of Directors. As provided in the Shareholders Agreement, in 2007 GeoCam began to operate independently from Geovic. Geovic and GeoCam also have entered into annual Technical Services Contracts under which Geovic provides certain staff to perform services and management to assist GeoCam to carry out its budgeted work program at rates set forth in the Technical Services Contract. SNI also provides services to GeoCam under similar annual agreements.

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Additionally, in December 2007, Geovic and GeoCam, with approval of GeoCam minority shareholders, resolved treatment of past advances from Geovic to GeoCam. From inception of GeoCam through 2006, the advances made by Geovic to or on behalf of GeoCam had preliminarily been treated as loans by Geovic. The parties agreed that approximately $23.1 million of past advances by Geovic would be credited toward Geovic’s share of future capital increases of GeoCam. In addition, approximately $9.0 million, plus an amount equal to the interest that would have been accrued at two percent above the Banque des Etats de l’Afrique Centrale (“BEAC”) interest rate, will be paid by GeoCam to Geovic in the nature of a production payment over a four-year period, beginning one year after commencement of commercial production. This amount is subordinated to all GeoCam debt and repayment is subject to approval by holders of GeoCam’s future secured debt.

All the Cameroon Properties are held by GeoCam, and the Mining Convention and Mining Permit are issued to GeoCam. Pursuant to the shareholders agreement the GeoCam Board of Directors consists of five directors, three of whom are elected by Geovic and two by the Cameroonian minority shareholders. Under the Shareholder Agreement, Geovic is entitled to select the General Manager/Managing Director and one Deputy General Manager while other shareholders are entitled to select one of the two Deputy General Managers. Although we are a majority shareholder and our representatives form a majority of the Board of Directors of GeoCam, we generally obtain concurrence from the minority shareholders in substantially all policy and other material operational decisions.

Nkamouna Project Financing Activities

During 2007 GeoCam engaged an international banking institution as financial advisor and began to survey the availability of project debt financing for the Nkamouna Project. During 2008 GeoCam began to build up its infrastructure and to hire additional employees in anticipation of commencement of mine construction activities in 2009. By late 2008 the Company and the advisor concluded that volatility in worldwide financial and commodities markets, falling prices for cobalt and nickel and the building world-wide economic recession would likely make project financing unavailable on terms acceptable to Geovic. The advisors engagement was terminated in early 2009.

Geovic and GeoCam then undertook to re-examine certain technical aspects of the planned metal processing operations and estimated capital costs in an effort to reduce technical risks and improve potential financial viability of the Nkamouna Project. Continued deterioration of the economy and low commodities prices led Geovic Mining and the minority shareholders of GeoCam in February 2009 to decide to significantly reduce the level of operations at GeoCam, including reductions in staffing and postponement of many pre-construction activities at the Nkamouna Project area. During this slowdown, GeoCam has proceeded to test various enhancements to the planned metal recovery and processing, and continued to attempt to reduce capital requirements.

In December 2009, we engaged Standard Chartered Bank as the Company’s financial advisor in connection with preparing and planning for project financing, reviewing documentation, considering early-stage efforts to locate potential purchasers of the MSP and manganese carbonate products we expect to produce, and related activities. During early 2010 we met with various large international businesses that have indicated an interest in the future off-take from the Nkamouna Project.

Cameroon Properties

Our business plan is to use our best available management, technical expertise and talent to develop our interests in the Cameroon Properties into a high quality mining and mineral production operation, commencing with the Nkamouna Project. The remaining steps to production include testing and finalization of ore processing technology and processes, completing the FSU to support the construction of mining and processing facilities at the Nkamouna Project, securing project financing and completing the mine and plant construction. We expect to complete construction of the initial mine and facilities in a socially responsible manner. We will continue to focus on the Nkamouna Project where our present plan is to begin initial mine production by late 2012 and full scale plant operation in early 2013, assuming external financing in sufficient amounts is available.

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When in full production, we believe that the Nkamouna Project will be one of the largest primary cobalt producing mines in the world.

We presently have no current revenue from operations and we expect to continue to generate losses and negative cash flows until after mine and milling operations begin on the Nkamouna Project. See Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Other Mineral Properties

We are also evaluating other mineral properties and prospects in the United States and elsewhere to diversify our business activities. We believe that opportunities exist to acquire interests suitable for mineral exploration and development. Geovic Energy Corp. (“Geovic Energy”) has acquired uranium leases and claims in Colorado and Wyoming. Over 78% of the net acreage is on private lands. In 2009 we surrendered some mining claims in Wyoming. The following table gives further details on our present holdings:

	Gross Acres			Net Acres
	LEASES	CLAIMS	TOTAL	TOTAL
COLORADO
Weld County	57,007		57,007	16,557
WYOMING
Goshen County	95,227	200	95,427	46,940
TOTALS	152,234	200	152,434	63,497

Through Geovic Energy we also hold 8,218 net acres of leases and mining claims in Southeastern Arizona where we are exploring for gold.

In 2009 we formed Geovic Mineral Sands Corp. and two other subsidiaries and commenced prospecting activities in New Caledonia.

Competitive Conditions

We expect that GeoCam will compete with other cobalt and nickel producers around the world, including those with projects now under development. World prices for cobalt and nickel increased significantly until 2008, when world production began to increase to meet the expected growing demand. 2008 saw the commencement of worldwide recession with accompanying significant reductions in demand and prices for mineral commodities, including cobalt, nickel, manganese and uranium. Other producers with ongoing operations have established production and demonstrated feasibility and have greater financial strength than we do. These competitors include such current producers as Xstrata Nickel, CVRD Inco, Sherritt and Murrin Murrin (Minara-Glencore and Sherritt). Significant mines expected to begin producing in the next few years include Ambatovy (Sherritt, Sumitomo, Korea Resources and SNC Lavalin), Weda Bay (Eramet), Goro Nouvelle-Calédonie (CVRD-Inco) and Tenke Fungurume (Freeport McMoRan-Tenke Mining Corp.-Gecamines). Operating expenses, reserve quantities and qualities, operating efficiencies, and location may affect the long-term success of all competing producers, including Geovic Mining.

Applicable environmental protection requirements will affect the financial condition and operational performance and earnings of the Company as a result of the capital expenditures and operating costs needed to meet or exceed these requirements. These expenditures and costs may also have an impact on our competitive position to the extent that our competitors are subject to less burdensome requirements. Through 2009 the effect of these requirements was limited due to the early stage of Cameroon Properties, but they are expected to have a larger effect in future years as we move toward and commence production at the Nkamouna Project.

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Social and Environmental Policies

In 2004 Geovic, on behalf of GeoCam, commissioned a site-specific environmental study of the Nkamouna area, which was performed by the consulting firm Knight Piésold and Co. The findings from the study were summarized as an Environmental and Social Assessment including an Environmental and Social Impact Assessment, and Environmental and Social Action Plan for the Nkamouna area. These documents were approved by the Cameroon Government in May 2007. An updated assessment must be completed in 2010. We will also be required to develop a similar, site-specific environmental study of the northern part of the Mada area before any development can commence on that part of the deposit. See “Item 2. “Properties” for additional information about our planned mineral development activities in Cameroon.

Geovic collaborates with GeoAid International (“GeoAid”), a non-profit entity for which the primary purpose is to provide socioeconomic and humanitarian services and support to areas and peoples likely to be impacted where the Company or its affiliates may carry on mining or similar activities. Since approximately 2000, GeoAid, with financial and other resources provided by Geovic and GeoCam, has provided medical support and training, education and other services and assistance to indigenous peoples in the area surrounding the Cameroon Properties. Certain of these programs and services are required under provisions of permits held by GeoCam. Commencing in 2007, GeoAid provided the services and programs under separate service agreements with GeoCam, and in 2008 a consultant to Geovic served as full time Executive Director for GeoAid. In late 2008, GeoAid engaged a full time independent Executive Director, and established a board of directors, a majority of which are not affiliated with the Company. Expenditures in Cameroon by GeoAid in 2009 totaled approximately $0.6 million. GeoCam is subject to ongoing obligations under its mining and environmental permits to provide social and educational assistance to persons and in areas impacted by the mining activities. These obligations will be handled both directly and by engaging third parties, such as GeoAid, to provide specified services.

Employees

All of our employees are employees of Geovic and our executive officers are also officers of Geovic. Geovic has 19 full time employees in its offices in the U.S., and at year-end 2009, GeoCam had 30 full time employees and 6 contract workers in its administrative offices in Yaoundé and 100 contract workers at the Nkamouna Project operations location in the East Province in the Republic of Cameroon.

Offices

Our principal corporate head office is located at 1200 17^th Street, Suite 980, Denver, Colorado 80202, Telephone (303) 476-6455. We also maintain an operations office in Grand Junction, Colorado. GeoCam maintains its head office in the capital city of Yaoundé and a mine area office at Kongo Camp in the East Province, both in the Republic of Cameroon.

Available Information

Our website address is www.geovic.net. Available on this website under “Investor Relations” free of charge, are links to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Forms 3, 4 and 5 filed on behalf of directors and executive officers and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with or furnished to the SEC.

Also posted on our website, and available in print upon request made by any stockholder to the Secretary, are charters for the Board’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Copies of the Code of Business Conduct and Ethics (“Code”) and our Whistleblower’s Policy are also posted on our website under the “About Geovic-Committee Charters” section. Within the time period required by the SEC, we will post on our website any modifications to the Code and any waivers applicable to senior officers as defined in the Code, as required by the Sarbanes-Oxley Act of 2002.

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ITEM 1A. RISK FACTORS

We consider the risks set out below to be the most significant risks facing the Company, although these risks should not be considered to be comprehensive. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which we are currently unaware or which we consider not to be material in relation to our business, actually occur, our assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected, and as a result, the trading price of our common stock and warrants could be materially and adversely impacted. These risk factors should be read in conjunction with other information set forth in this report, including our Consolidated Financial Statements and the related Notes.

We are an exploration stage company and have no operating history as an operating company. Any future revenues and profits are uncertain.

We have no history of mining or refining any mineral products or metals and none of our properties is currently producing. There can be no assurance that the Nkamouna Project will be successfully placed into production, produce minerals in commercial and processing quantities or otherwise generate operating earnings. We will continue to incur losses at least until mining activities have successfully reached commercial production levels, which is currently estimated to be early 2013. There is no certainty that we will produce revenue from any source, operate profitably or provide a return on investment in the future. If we are unable to generate revenues or profits, our stockholders might not be able to realize returns on their investment in our common stock. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly, annual or sustaining basis.

We expect that the Company will continue to incur losses unless and until such time as the Nkamouna Project is placed into commercial production and generates sufficient revenue to fund continuing operations. The development of the Nkamouna Project will require the commitment of substantial financial resources. The amount and timing of expenditures will depend on a number of factors, some of which are beyond the Company’s control. There can be no assurance that the Company will ever achieve profitability.

We will be subject to all of the risks associated with establishing new mining operations and business enterprises including: the availability of funds to finance construction and development activities, timing and cost of the construction of mining and processing facilities; the efficacy of planned mineral processing; the availability and costs of skilled labor and mining equipment; the availability and cost of appropriate processing materials and equipment; the need to obtain in a timely manner additional governmental approvals and permits; the availability of off-take agreements or metal sales contracts; potential opposition from non-governmental organizations, environmental groups or local groups in Cameroon which may delay or prevent development activities; and potential increases in construction and operating costs due to changes in the cost of fuel, power, materials and supplies. Further, the costs, timing and complexities of mine construction and development are increased by the remote location of the Cameroon Properties. Accordingly, our activities may not result in profitable mining operations and we may fail to successfully establish or maintain mining operations or profitably produce metals at any of our properties.

The actual capital costs and mine operating costs to be incurred in connection with opening the Nkamouna Project may be significantly higher than anticipated.

At the time our preliminary feasibility study was completed in March 2006, we expected to experience increasing capital and operating costs at moderately rising rates. However, capital and anticipated operating expenses for mining and processing operations increased significantly faster than we or others in the mining industry anticipated. The feasibility study completed for GeoCam in December 2007 and the 2008 OS, both concluded that significantly higher initial capital and future operating costs would be incurred for the Nkamouna Project above those estimated by the preliminary feasibility study. These increases were due in part to a much

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higher demand for mining and processing equipment through mid-2008 reflecting the start-up and/or expansion of other unrelated projects resulting from the generally strong commodity prices experienced during 2007 and early 2008. These and similar cost and expense increases are beyond our control, and will require significantly more capital to bring the Nkamouna Project into production and result in a decrease in our anticipated return from operations. Although commodity prices for cobalt and nickel have decreased significantly since mid-2008, our estimated capital and operating cost estimates have not decreased significantly. The FSU now underway will include an updated estimate of future capital costs, which may be higher than past estimates. Our actual capital costs and operating costs may be higher than anticipated by the FSU.

Market events and conditions may adversely affect our business and the mining industry.

Continued weakness in the Canadian, United States and international credit markets and other financial systems and the Canadian, United States and global economic conditions, could, among other things, impede access to capital or increase the cost of capital, which would have an adverse effect on our ability to fund the working capital and other capital requirements of GeoCam. Since 2007, the U.S. credit markets have experienced serious disruption which has caused a loss of confidence in the broader U.S. and global credit and financial markets and the collapse of, and government intervention in, some major banks and other financial institutions and insurers. These unprecedented disruptions in credit and financial markets had a significant material adverse impact on a number of financial institutions and limited access to capital and credit through 2009 for many companies, particularly resource companies such as the Company. These disruptions could, among other things, make it more difficult for GeoCam to obtain, or increase its cost of obtaining, capital and financing for construction and for operations. Access to capital and financing may not be available on terms acceptable to the Company or at all. Nkamouna Project development modifications may be necessary or desirable to secure lending commitments which would also delay the completion of any financing. All delays in completing financing for the project will delay mine construction, anticipated production activities and future revenue.

The share prices of junior natural resource companies such as Geovic Mining experienced large declines in value and there has been a significant decline in the number of buyers willing to purchase such securities. As a consequence market forces may render it difficult or impossible for the Company to raise capital on terms which will not lead to severe dilution to existing stockholders, or at all. Therefore, there can be no assurance that significant fluctuations in the trading price of the Company’s common stock will not continue, or that such fluctuations will not materially adversely impact on the Company’s ability to raise equity.

General economic conditions may adversely effect our growth and profitability.

A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, interest rates, and tax rates, may adversely affect our growth and profitability. Specifically:

• the global credit/liquidity crisis could impact the cost and availability of financing and our overall liquidity;

• the volatility of commodity prices would impact our revenues, profits, losses and cash flow;

• volatile energy prices, commodity and consumables prices and currency exchange rates would impact our production costs; and

• the volatility of global stock markets would impact the valuation of our equity and other securities.

These factors could have a material adverse effect on our financial condition and results of operations.

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GeoCam may fail to secure Nkamouna Project financing if lenders or their advisors conclude that changes to the complex ore processing techniques being considered in the FSU are too risky or are otherwise not feasible.

In response to observations that raised questions about the efficacy of a few aspects of planned ore processing considered in the 2007 feasibility study and the 2008 OS, we modified certain of the metallurgical processes planned to be utilized and tentatively decided that GeoCam may not refine final metal products from the Nkamouna Project ore at the project site. If potential lenders are not ultimately assured that the modified metallurgical processes will allow the processing facilities to operate successfully as designed, Nkamouna Project debt financing may be delayed until further testing enhancement is performed or funding could be unavailable altogether.

If we lose key personnel or are unable to attract and retain additional experienced personnel, we may be unable to establish and develop our business.

Our development in the future will be highly dependent on the efforts of key management employees, namely, John E. Sherborne, Barbara Filas, William A. Buckovic, David C. Beling, Gary Morris, Greg Hill, and Brian Briggs (currently Chief Executive Officer, Executive Vice President and Chief Administrative Officer, Executive Vice President, Chief Operating Officer, Senior Vice President, Chief Financial Officer, and Senior Mine Planner, respectively) and other key employees that we or GeoCam may hire in the future. Loss of any of these executives could have a material adverse effect on our operations and future success. We do not have and currently have no plans to obtain key man insurance with respect to any of our key employees.

The GeoCam minority shareholders may fail to pay their share of future GeoCam capital.

Under the Shareholders Agreement, minority interest owners agreed to fund their share of operating costs. However, it is possible that the minority shareholders will be unable or unwilling to provide their respective share of future GeoCam funding, and we may be required to delay the project or advance all the shareholder funds necessary to place the Nkamouna Project into production, pursuant to a loan agreement or other arrangement between Geovic and GeoCam.

Our lack of operating experience may cause us difficulty in managing our growth.

Geovic has owned a majority interest in GeoCam since its inception more than a decade ago. Geovic employees have managed the exploration of the GeoCam deposits and negotiated the terms of the required Cameroon government approvals and permits and financings we have completed. Under Technical Services Contracts with GeoCam we will continue to provide many of such services. Our ability to manage our continued growth will require us to improve and expand our management and our operational and financial systems and controls. If our management is unable to manage our growth and the development of the Cameroon Properties effectively, our business and financial condition could be adversely affected.

Our dependence on many outside service providers to place the Nkamouna Project into production may delay mine opening or operation.

Our ability to place the Nkamouna Project into production will be dependent to a large part upon using the services of appropriately experienced employees, consultants and contractors working under our supervision and agreements with other major resource companies that can provide required expertise or equipment. We also expect to recruit and hire senior management for GeoCam with senior level mining experience. Also, a significant local work force will be trained, few of whom currently have any related experience. We may not have available to us, or we may be unable to retain on satisfactory terms, the necessary expertise, equipment or local workers to build the GeoCam facilities and place the Nkamouna Project into production.

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Our acquisition, exploration and development activities may not be commercially successful.

We currently have no producing properties. Substantial expenditures are required to develop the Nkamouna Project, to drill and analyze for additional ore reserves, to construct facilities to implement the metallurgical processes to extract metal from the mined ore and to develop the mining and processing facilities and infrastructure at each deposit site chosen for mining. Our existing cobalt-nickel-manganese deposits may prove not to be in sufficient quantities to justify commercial operations, and future financing required to commence mining operations may not be obtained on a timely or cost-effective basis or on terms acceptable to us.

The prices of cobalt, nickel and manganese are subject to fluctuations which could adversely affect the realizable value of our assets, future results of operations and cash flow.

Our principal assets are deposits of cobalt, nickel and manganese in the Nkamouna and the other six deposits. All of these rights are held by GeoCam. Our potential future revenue is expected to be, in large part, derived from the mining, processing and sale of cobalt, nickel and related minerals from the Cameroon Properties or from the outright sale or joint venture of some or all of these properties. The value of these reserves and deposits, and the value of any potential production therefrom, will vary in proportion to significant changes in cobalt, nickel and manganese prices. The prices of these commodities have fluctuated widely, declined significantly in 2008 and only partially recovered in 2009. These commodity prices are affected by numerous factors beyond our control, including, but not limited to, worldwide economic conditions, international economic and political trends, realized or expected levels of inflation, currency exchange fluctuations, central bank activities, interest rates, global or regional consumption patterns and speculative activities. The effect of these factors on the prices of cobalt and nickel, and therefore the economic viability of any of our projects, cannot accurately be predicted. Continued significant decreases in the prices of cobalt and nickel, and to a lesser extent, manganese, would adversely affect asset values, cash flows, potential revenues and profits of the Cameroon Properties if they are placed into production.

GeoCam may not be able to produce and sell mineral products at profitable prices. Our future operations are therefore more exposed to the impact of future decreases in commodity prices. Conversely, forward sales contracts would limit potential upside market swings. Such upside price swings could have a significant benefit to companies that take added market risk and sell produced mineral product on the open spot metals market. If cobalt or nickel prices decrease significantly at a time when our properties are producing and we have not completed forward sales arrangements, we would realize reduced revenue. GeoCam may enter into metal sales agreements for process plant off-take with one or more companies. If we contract to sell our planned intermediate products, the selling price would be related to prevailing market prices at time of delivery. Selling intermediate products produced at mine site, while reducing process risk and required capital expense, will also likely result in lower operating profit and cash flow from the mining and processing operations. There may be little demand or no market for intermediate products that may be produced at the Nkamouna Project site which could adversely affect prices for such products and operating results.

Our mining exploration, planned development and operating activities are inherently hazardous and may not be insured or insurable.

Mineral exploration involves many risks and hazards that even a combination of experience, knowledge and careful evaluation may not be able to overcome. The business of mining is subject to certain types of risks and hazards, including reserve and resource estimates, processing risks, environmental hazards, metallurgical and process risks, industrial accidents, flooding, fire, metal theft, personal injuries, accidents, and periodic disruptions due to force majeure events and inclement weather. Workers are subject to risks associated with large mining equipment operations, slope instability, exposure to indigenous disease, steam and hazardous chemicals, as well as local social unrest. Disruption of exploration, development and production operations may occur. Operations in which we have direct or indirect interests will be subject to all the hazards and risks normally incidental to exploration, development and production of minerals, any of which could result in work stoppages, damage to

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property and possible environmental damage. The nature of these risks is such that liabilities might exceed any liability insurance policy limits. It is also possible that the liabilities and hazards might not be insurable, or, that we could elect not to insure Geovic Mining or GeoCam against such liabilities due to high premium costs or other reasons, in which event, we could incur significant costs that could have a material adverse effect on our financial condition.

Our present mineralized material and future reserve estimates may be inaccurate which could adversely affect our future mining activities.

There is a high degree of uncertainty attributable to the calculation of mineralized material and future reserves and ore grades dedicated to future production because such estimates are expressions of judgment based on knowledge, experience and industry practice, and estimates of reserves may prove to have been inaccurate. Estimates which were valid when made may change significantly when new information becomes available. Accordingly, development and mining plans may have to be altered in a way that adversely affects the Company’s operation and profitability. An historical 2008 estimation of reserves and future production from the Nkamouna Project, prepared before the 2008 and 2009 drilling program was completed and analyzed, is included in Item 2. Properties. These estimated reserves were changed to mineralized material pending completion of the FSU. Metallurgical testing on mineralization at the Cameroon Properties performed by the independent consultants and the Company in late 2009 concluded that revisions to planned processing methods assumed in the 2008 estimate should be made to reduce risk. These revisions are expected to affect the calculations of the GeoCam reserves. There is a risk that full scale production activities may indicate technical and commercial shortcomings to whatever processing methodology is installed. Consequently, actual results may vary materially and adversely affect projected values given to reserves.

Until reserves are actually mined and processed, the quantity of ore and grades must be considered as an estimate only. In addition, the quantity of reserves and ore may vary depending on metal prices. Any material change in the quantity of reserves, grade or overburden stripping ratio or price of cobalt and nickel may affect the economic viability of our properties. In addition, cobalt and nickel recoveries or other metal recoveries in pilot-scale tests may not be duplicated during production.

Our previously reported 2008 estimated reserves were based on assumptions and drilling data that are different from our 2009 estimate of mineralized material and are likely to be revised.

The estimated proved and probable reserves at the Nkamouna deposit that were previously announced and which are presented in this Annual Report on a historical basis were prepared by independent consultants in January 2008 using drill data obtained before 2008, then-current cost estimates and other information and assumptions described in the Technical Report, Nkamouna Cobalt Project, Feasibility Study dated January 18, 2008 (the “2008 PAH Report”). In November 2009, a different consultant, SRK, completed an estimate of mineralized material at the Nkamouna and Mada deposits, also prepared in compliance with N.I. 43-101 (the “Nkamouna Technical Report”). This estimate relied on additional information from 2,045 drill holes and over 48,000 additional assay samples that were completed after the 2008 reserve estimate was completed and reflected only mineralized material, with no estimate of reserves.

We expect that SRK will prepare estimates of proven and probable reserves for the Nkamouna and Mada deposits later in 2010 after completion of the pending feasibility study update. Because we expect to use a higher cut-off grade for cobalt when we mine the deposits than was used in completing the 2008 PAH Report, and because other project parameters and assumptions have changed, the estimated reserves for the Nkamouna and Mada deposits will likely be different than the historic estimate included in the 2008 PAH Report and previously reported.

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We face intense competition in the mining industry.

The mining industry in general, and cobalt and nickel mining in particular, are intensely competitive in all phases. A significant number of new cobalt and nickel projects have been announced in recent years and if placed in production, the resulting increased supplies of those commodities could adversely affect prices available for our expected production. Competitors include large established mining companies with experience and expertise and with greater financial and technical resources, and as a result we may be unable to obtain financing, or sell mined and processed products on terms we consider acceptable. We compete with other mining companies in the recruitment and retention of qualified managerial and technical employees and capital. If we are unable to raise sufficient capital, our exploration and development programs may be jeopardized or we may not be able to develop or operate our projects. Also, our decision to produce and sell intermediate products is likely to reduce significantly the number of customers for our metals produced.

There presently is a lack of required infrastructure in Cameroon which could delay or prevent completion of our mine development activities or increase operating costs.

Completion of the development of the Nkamouna Project is subject to various infrastructure requirements, including the availability and timing of acceptable arrangements for power, water, housing, transportation, air services and other facilities. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay development. There can be no assurance that the development will be commenced or completed on a timely basis, if at all, that the resulting operations will achieve the anticipated production or that the construction costs and ongoing operating costs associated with the development will not be higher than anticipated.

Unless we obtain significant additional external financing, enter into a strategic alliance or sell a property interest, we will be unable to develop the Nkamouna Project.

The Nkamouna Project requires significant capital expenditures to construct mining and processing facilities and related infrastructure. We will require external debt and equity financing to fund development of the project and to construct mining and processing facilities. The sources of external financing that we may use for these purposes include secured project debt incurred by GeoCam, convertible debt of the Company or GeoCam and equity placements by GeoCam or the Company. In addition, we may consider a sale of an interest in one or more of the other Cameroon Properties, we could enter into a strategic alliance with a complementary company or we may utilize some combination of these alternatives. We intend that GeoCam will seek financing from international institutions with significant experience in financing large natural resource ventures in remote locations such as southeastern Cameroon. Such financiers could require GeoCam and its owners to comply with costly conditions as a requirement to completion of project financing, including significant additional equity contributions to GeoCam. The financing options chosen may not be available on acceptable terms, or at all. The failure to obtain adequate financing on a timely basis will have a material adverse effect on our growth strategy, results of operations and financial condition.

Challenges to our title to mineral properties in which we may have an interest could affect our exploration or development rights.

GeoCam could inadvertently be deemed noncompliant with terms or conditions of its Cameroon mining and other permits and authorizations. There may be challenges to title to other mineral properties that we currently control or which we may acquire in the future. Our prospecting activities in New Caledonia may not lead to required exploration permits from the government. If there are title defects with respect to any of our properties, we might be required to satisfy additional government requirements, compensate other persons or perhaps reduce our interest in the affected property or lose our interest completely. Also, in any such case, the investigation and resolution of title issues would divert our management’s time from ongoing exploration and development programs.

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Our exploration and development operations are subject to continuously evolving environmental regulations, which could result in incurrence of additional costs and operational delays.

All phases of our operations are subject to environmental regulation. Environmental legislation is evolving in countries and local jurisdictions in a manner which will likely require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. Future changes in environmental regulation, if any, could adversely affect our projects.

Acquisition of mineral rights from governmental agencies in the United States requires compliance with applicable regulations and could add costs and delays to future development.

We intend to continue to acquire properties or mineral rights in the United States. All mineral development in the United States is subject to regulation and compliance regardless of land tenure. Development projects are regulated at the state level, and in some states, also at the county level, and we must comply with the regulations relating to mining; land use; air quality; water quality, quantity and supply; and solid and hazardous wastes in the state within which the properties are located. If a state does not have an established program for regulating air, water and waste (pursuant to the federal Clean Air Act, Clean Water Act and the Resource Conservation and Recovery Act), then the U.S. Environmental Protection Agency will have direct regulatory jurisdiction. Depending on the state, there may be other applicable federal regulatory programs that also apply beyond those enacted by the state.

Mineral development (and other) actions on public lands managed by federal land management agencies such as the Bureau of Land Management (BLM) or the United States Forest Service (USFS) are obliged to file an acceptable plan of operations which is then subject to an environmental impact evaluation under the National Environmental Policy Act (NEPA). The NEPA process requires the completion of either an environmental assessment or an environmental impact statement prior to approval of the plan of operations. Whether on public or private land, mining companies must comply with all relevant federal, state and county requirements and will be required to post a bond or other surety to guarantee the cost of post-mining reclamation.

Federal, state, and local regulatory requirements, or changes to these requirements, could add significant additional cost and delays to any mining project we undertake in the United States. Permitting rules and/or discharge limits established at the federal, state, or local level may impose limitations on our production levels warranting additional capital expenditures in order to comply with the rules.

Provisions of the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) impose strict joint and several liability on parties associated with releases or threats of releases of hazardous substances. Our mining operations may produce hazardous substances which could accidentally be released to the environment, and in the United States may be subject to provisions and attendant liabilities of CERCLA. Such liabilities could include the cost of removal or remediation of the release of the hazardous substance and damages for injury to the surrounding property.

We may develop conflicts of interest with other natural resource companies with which one of our directors may be affiliated.

Certain of our directors are also directors and officers of other natural resource companies. Consequently, there exists the possibility for such directors to be in a position of conflict. We expect that decisions made by any of such directors relating to the Company will be made in accordance with their duties and obligations to deal fairly and in good faith with the Company and such other companies.

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Many factors beyond our control could adversely affect our future profitability.

The costs, timing and complexities of mine construction and development are increased by the remote location of the Cameroon Properties. It is common in new mining operations to experience unexpected problems and delays during construction, development, mine start-up and ramp-up to full designed commercial production. Also, ongoing cost and expense increases being faced throughout the mining and natural resources industries are beyond our control. Accordingly, our activities may not result in timely or profitable mining operations, and we may fail to successfully establish mining operations or profitably produce metals at any of our properties. In addition, the progress of ongoing exploration and development, the results of consultants’ analysis and recommendations, the rate at which operating losses are incurred, and the Company’s acquisition of additional properties will also impact the magnitude of the cost and timing of Company expenditures.

If we are unable to comply readily with present or future laws and regulations of the Republic of Cameroon, development activities could be delayed and profitability not achieved or reduced.

The current and future development of the GeoCam deposits requires permits from various Cameroon governing authorities. Future operations will be subject to a number of existing laws and regulations such as labor standards, environmental reclamation, land use and safety. Other permits required to construct and operate a mining and processing facility may contain terms and conditions that are difficult or expensive to meet. Such laws and regulations may adversely affect the profitability of GeoCam’s operations.

General and Cameroon economic conditions could adversely affect our future results.

Cameroon, as well as United States and world economic conditions may affect the future performance of the Company. Inflation or deflation, changing tax laws, and fluctuating interest rates may make mineral resource development more difficult. These factors have had a significant effect on Cameroon’s economy in recent years. Economic conditions may have an adverse effect on the overall performance of the Company. In addition, various economic conditions could increase the risk that financial projections for the Nkamouna Project may not be realized as expected.

Political unrest or changes in Cameroon or nearby countries could interfere with our operating or financing activities.

The political risk in sub-Saharan Africa is significant. GeoCam’s rights to explore and develop mineral deposits in Cameroon are always subject to the continued political stability of the Republic of Cameroon and its government. In March 2008 Cameroon experienced some domestic strikes and political unrest that subsided within weeks. The election for Presidency in Cameroon will be held in 2011. Also, political unrest or upheaval in adjoining countries could adversely affect our mining and development activities, and, if significant, would likely increase the costs of long term financing of the mining and processing activities. Further, GeoCam may not be able to finance or operate the Cameroon Properties at all if future state or regional political upheavals occur in Cameroon.

Potential violations of the Foreign Corrupt Practices Act (FCPA) by GeoCam, its agents or representatives could have a material adverse impact on our financial condition and results of operations.

The FCPA prohibits payments of, promises to pay, or authorizations to pay, money, gifts or anything of value to officials of foreign governments, in order to “obtain or retain” business. Payments or gifts to a third party, such as an agent or sales representative, while knowing (or having reason to know) that all or part of the money or gift will be offered or given to such an official, are also prohibited. If employees violate the FCPA, the violation creates severe potential criminal and civil liability for themselves and the affiliated U.S. Company. The types of conduct prohibited by the FCPA are not always clear. As a result, caution is required when doing business through foreign consultants, commercial representatives or agents, or with businesses that are owned, in

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whole or in part, by foreign governments or that have personal or family ties to government officials. We do not oversee the day to day operations of employees or representatives of GeoCam. Although we emphasize compliance with the FCPA to all our employees and representatives and those of GeoCam, there remains a risk of violation in Cameroon or in the other countries where we may have operations.

We may fail to maintain the adequacy of internal control over financial reporting as required of the Sarbanes-Oxley Act.

In 2008 we documented and tested our internal controls and procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act (“SOX”). SOX requires an annual report by management of the effectiveness of the Company’s internal control over financial reporting and an attestation report by the Company’s independent auditors addressing internal controls over financial reporting. Management evaluated the Company’s disclosure controls and procedures and concluded that they were not effective as of December 31, 2008. Also, the Company’s Chief Executive Officer and Chief Financial Officer evaluated our internal control over financial reporting and determined that material weaknesses existed of December 31, 2008.

We implemented a number of activities during 2009 to remediate the weaknesses and improve our internal control over financial reporting. Our management evaluated our disclosure controls and procedures and our internal controls over financial reporting as of December 31, 2009 and concluded that disclosure controls and procedures were effective and that internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements in accordance with US GAAP.

We could be unable to ensure in the future that we have effective internal controls over financial reporting or effective disclosure controls and procedures as defined by applicable rules. Because the financial statements of GeoCam are consolidated, GeoCam financial reporting is also subject to SOX. Our failure to satisfy the requirements of Section 404 of SOX on an ongoing, timely basis could result in the loss of investor confidence in the reliability of our financial reporting and disclosure, which in turn could harm our business and negatively impact the trading price of our common shares. In addition, difficulties in maintaining satisfactory controls and procedures could harm our future reported operating results or cause us to fail to meet our reporting obligations. Any future acquisitions of other businesses may provide us with challenges in implementing the required internal processes, procedures and controls in the acquired operations. Acquired companies may not have effective disclosure control and procedures or internal control over financial reporting that are as thorough or effective as those required by securities laws currently applicable to us.

No evaluation can provide complete assurance that our internal control over financial reporting will detect or uncover all failures of our personnel to disclose material information otherwise required to be reported. The effectiveness of our controls and procedures could also be limited by simple errors or faulty judgments. In addition, should we expand in the future, the challenges involved in implementing appropriate internal controls over financial reporting will increase and will require that we continue to improve our internal controls over financial reporting. Although we intend to devote substantial time and incur substantial costs, as necessary, to ensure compliance, we cannot be certain that we will be successful in complying with Section 404 on an ongoing basis.

Risks related to ownership of our stock

The market price of our common stock and warrants may be adversely affected by market volatility due in part to the current instability in the financial markets.

As a result of the current instability in the financial markets, our common stock price and warrant prices have decreased significantly since 2007. We cannot predict if or when current adverse economic conditions will be resolved and what the affect this instability will continue to have on the price of our common stock and warrants.

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Conditions beyond our control may cause wide price fluctuations in the market price of our common stock and warrants.

The market price of our common stock and warrants may be subject to wide fluctuations in response to many factors, including worldwide economic conditions and commodities prices, variations in our operating results, divergence in financial results from analysts’ expectations, changes in performance estimates by analysts, changes in our business prospects, changes in mineral reserve or resource estimates, results of exploration, changes in results of mining operations, legislative changes, and other events and factors outside our control.

Future sales of our securities in the public or private markets could adversely affect the trading price of our common stock and warrants and our ability to continue to raise funds in new stock offerings.

Future sales of substantial amounts of our securities in the public or private markets, or the perception that such sales could occur, could adversely affect prevailing trading prices of our common stock and warrants and could impair our ability to raise capital through future offerings of securities.

We do not intend to pay cash dividends in the near future.

Our Board of Directors determines whether to pay cash dividends on our issued and outstanding shares. The declaration of dividends would depend upon our future earnings, our capital requirements, our financial condition and other relevant factors. Our Board does not intend to declare any dividends on our shares for the foreseeable future. We anticipate that we will retain any future earnings to finance the growth of our business and for general corporate purposes.

Provisions of our Certificate of Incorporation, By-laws and Delaware law could defer a change of our management which could discourage or delay offers to acquire us.

Provisions of our Certificate of Incorporation, By-laws and Delaware law may make it more difficult for someone to acquire control of us or for our stockholders to remove existing management, and might discourage a third party from offering to acquire us, even if a change in control or in management might be beneficial to our stockholders. For example, our Certificate of Incorporation allows us to issue different series of shares of preferred stock without any vote or further action by our stockholders and our Board of Directors has the authority to fix and determine the relative rights and preferences of each series of preferred stock. As a result, our Board of Directors could authorize the issuance of a series of preferred stock with holders having the preferred right to our assets upon liquidation, preferred voting rights, preferred dividends before dividends are paid on common stock and/or redemption preferences or other preferred rights.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

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ITEM 2. PROPERTIES

Glossary of Certain Terms

Ferralite. Limonitic laterite, sometimes pulverulent, mottled, with varied shades of black, yellow, brown and red. Often foliated, reflecting relict serpentinite textures. Thickness varies from a few meters to tens of meters, averaging near 8 meters. Main ore unit, consistently mineralized with good metal grades near the top where black manganese zones occur, moderate to low cobalt grades lower in the unit.

Ferricrete breccia. Beneath the Upper Laterite is a nearly ubiquitous horizon of iron-rich concretions, ranging in size from one or two centimeters across, to blocks larger than a meter across. The ferricrete breccia averages 6 to 8 meters thick, and was often divided into two or three units by project geologists. A unit can contain very high cobalt grades, particularly at the base.

Hectare. A land measurement. One hectare is equal to 100 square meters, or approximately 2.47 acres.

Hydrometallurgical processing. One of several metallurgical processes that uses water and other liquids for the leaching and recovery of soluble metals from ore.

Lateritic soil. A soil containing laterite, or any reddish tropical soil developed by intense tropical weathering.

Manganese precipitate. Manganese compounds produced by precipitation from leach solutions.

Mine Permit. Republic of Cameroon Mining Permit Decree, dated April 11, 2003.

Mining Convention. Mining Convention between The Republic of Cameroon and Geovic Cameroon, S.A., dated July 31, 2002.

Nickeliferous laterite deposit. A nickel-bearing laterite deposit, occurring beneath the cobalt-nickel deposit at the Nkamouna Project.

Proterozoic granite-gneiss-schist. Proterozoic age (Pre-Cambrian) rock units of igneous granite, metamorphic gneiss and schist, or the terrain found in the vicinity of the Nkamouna laterite deposits.

Serpentinite. Bedrock, olive green to dark green, may be fractured and fissile, with silica-filled fractures. Uniformly low metals grades except in rare cases where garnierite-like nickeliferous silicates fill fractures.

Tailings facility. A containment system comprised of a compacted, earthen structure or dike and a prepared basin area that is used to contain solid tailings and water from the mineral process.

Tailings disposal. A method for disposing of tailings, waste rejects, and water from a processing operation into the tailings facility.

Terrain or terrane. A term applied to a general geologic unit or grouping with no specific definition or formal designation.

Tonne. One metric tonne is 1000 kilograms, or 2,204.6 pounds.

Upper laterite. A purplish-red, highly magnetic, powdery clay-like soil. Ubiquitous, normally 4 to 8 m thick, except where removed by erosion at the borders of laterite plateaus.

Water table. The depth below the surface where the rocks are water saturated. Geovic recorded a water table depth in several test drill holes which varied from approximately 12 to approximately 25 meters below surface at the Nkamouna Project site.

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Description of Mineral Projects

THE NKAMOUNA PROJECT

Much of the information in this section is summarized, compiled or extracted from the NI 43-101 Technical Report, Nkamouna and Mada Deposits, East Province of Cameroon, Africa, dated November 30, 2009 (the “Nkamouna Technical Report”) prepared for Geovic Mining by SRK Consulting (U.S.), Inc. (“SRK”). Information related to the historical estimated reserves is summarized and extracted from the Technical Report, Nkamouna Cobalt Project, Feasibility Study dated January 18, 2008 (the “2008 PAH Report”) prepared for Geovic Mining by Pincock Allen & Holt (“PAH”). SRK and PAH were and continue to be independent from the Company. These Technical Reports were prepared in accordance with the requirements of NI 43-101.

Portions of the following information are based on assumptions, qualifications and procedures which are set out only in the full Nkamouna Technical Reports or 2008 PAH Report (the “Technical Reports”), as the case may be. We have omitted much of the background information that is included in the Technical Reports. For a complete description of assumptions, qualifications and procedures associated with the following information and for additional details about the findings of SRK and PAH, reference should be made to the full text of the Nkamouna Technical Report and 2008 PAH Report, both of which are available electronically from the Company’s website at www.geovic.net and on SEDAR at www.sedar.com. References to “Geovic” in this Item 2 “Properties” include the Company and GeoCam, where applicable.

The Company and GeoCam are currently reviewing and evaluating all significant refining and metallurgical aspects of the Nkamouna Project with the aim to improve technical and economic performance. The Company expects the FSU to be completed by third quarter 2010 that it will contain a review of an updated mine plan and estimated construction and capital costs, operating expenses and future cash flow from mining operations at the Nkamouna Project.

Project Description and Location

Geovic, through its 60% owned subsidiary GeoCam, has exclusive rights to several large cobalt-nickel laterite deposits in Cameroon (the “Cameroon Properties”). There are seven laterite plateaus included in the Cameroon Properties (collectively, the “Plateaus”). The seven Plateaus aggregate approximately 337 square kilometers within the 1,250 square kilometer Mine Permit area. The Plateaus are (clockwise) Nkamouna, Mada, Rapodjombo, North Mang, South Mang, Messea and Kondong.

The mineral rights are held by GeoCam under the Mine Permit and administered under the Mining Convention. The Mine Permit boundary is shown in Figure 2. The Plateaus within the Cameroon Properties constitute the known mineralized or potentially mineralized terrain within the Mine Permit, which is designated as “mineral exclusive lands.” The Nkamouna and Mada areas are the subject of the Technical Reports. The Nkamouna (pronounced Ka-moon-ah) and Mada deposits (together the “Nkamouna Project,” to be mined first) are located in southeastern Cameroon, (Figure 1). approximately 640 road kilometers east of the port city of Douala and 400 road kilometers east of the capital of Yaounde. The Mada deposit is contiguous and north of the Nkamouna deposit.

The Cameroon Properties are located in the Haut Nyong Division of the East Province. Nkamouna, Mada and the other laterite plateaus (except Kondong) lie within the Lomie Subdivision. The two deposits are two of the seven separately-named Plateaus that form a crescent-shaped array extending 80 kilometers north-south and 45 kilometers east-west (Figure 2).

The boundary of the Mining Permit has been surveyed by Global Positioning Satellite (GPS) carried out by a certified government surveyor. The irregular 18-corner polygon-shaped Mine Permit area is monumented with red painted cement markers that stand about 1m high and are described in the Presidential Degree authorizing the Mining Permit. The Mining Permit, the main operating permit for the proposed commercial GeoCam mining and processing activities, covers a total surface of 1,250 square kilometers which includes approximately 337 square kilometers of mineralized lands.

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Most inhabitants of the region practice subsistence agriculture (cassava, yams, plantains, bananas, some maize and taro) and supplement their diets with animal protein (bush meat) procured by hunters. The latter include monkeys, duikers (forest antelope), pangolin, and certain protected species, as well as snakes and birds. The settled people mainly live in villages along the existing network of unimproved roads. In addition, there are semi-nomadic forest people of slight stature (pygmies) who live in shifting settlements in the forest, in roadside encampments and also in established villages. In the vicinity of the project area, the forest people are referred to as “Baka”, while the settlers are referred to as “Bantu.” All speak languages of the Bantu linguistic family, and are racially indistinguishable except by stature. The dominant languages in the project area are Dzime (spoken by settled Africans) and Baka. French is nearly universal among adults, and some speak a little English since Cameroon is officially bilingual in French and English.

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General geographic coordinates for the Nkamouna and Mada project area are approximately: Longitude N-3º 20´ and Latitude E-13º 50´.

Figure 1: General Location Map for the Nkamouna Cobalt Project

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Figure 2: Location of Laterites and Mining Permit Boundary

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Fifty-nine percent of the Eastern Province, where the Nkamouna Project is situated, is dominated by forests zoned “multiple-use.” Over 64 logging concessions are designated in the province surrounding GeoCam’s Mine Permit area. A significant portion of the Province is also dedicated to protected forests, wildlife reserves and general “evergreen forest” habitat (22%) that are located well away from planned operations. A small proportion of the district is zoned for mineral development (1.6%), of which includes the Mine Permit area (0.35%). Indigenous community lands dominated by subsistence gardening and “community forest” developments form the remainder of the district lands which covers about 18% of the province. These lands are located principally along the main access routes developed when the province was first opened to plantation farming in the late 19th Century. All planned mine development activity will be in logged over areas and are exclusive of “primary forest” designations. GeoCam’s mining operations will result in partial deforestation during the mining phase, which will represent less than 0.5% of the annual deforested area within the region.

The Mining Convention was awarded in 2002 by the Ministry of Mines, Water, and Power of the Republic of Cameroon. The Mining Permit was issued in 2003 and grants GeoCam the exclusive rights to exploit the deposits within the Permit area, and to commence mining activities within four years, a period which has been extended. The Mining Permit will remain in force for the duration of the mineable resource and has an initial term of 25 years. The Mining Permit and Mining Convention are renewable every 10 years thereafter until the depletion of resources. Specific sites that will be impacted by mining and mine related activities are being permitted under a government-prescribed process and will have “site specific” environmental plans designed and approved by governing agencies prior to mining. This inventory, valuation and registration process requires local government approval, following a review of each site by district leaders.

A tailings storage area was designed as part of the Feasibility Study by Washington Group International (WGI) in 2007. The tailings portion of the WGI report was updated in the 2008 OS. This tailings storage area is located on the North side of the process plant location and encompasses the Napene Creek drainage.

As part of the mining operation a landfill will be developed in the backfilled pit and permitted in accordance with all governmental requirements.

The principal remaining permits required by GeoCam before the initiation of construction at Nkamouna include finalization of land leases for certain development sites. The land lease will be registered and issued to GeoCam for the lease cost and compensation for the loss of alternative resources. GeoCam will have the right to occupy, build roads, remove vegetation and mine and process cobalt, nickel and associated substances covered in the Mining Convention once the land lease is finalized, in accordance with the Mining Convention.

Geovic, acting on behalf of GeoCam, completed a draft Environmental and Social Assessment (“ESA”) and related documents in 2004. Based on anticipated locations of mining, ore processing, transportation, administration and employee housing operations, Geovic identified environmental safeguards that will be included in the construction and operation of the Nkamouna Project. The ESA included undertakings regarding water and regional habitat protection, mitigation of social impacts and future remediation of mined areas. Geovic completed the ESA in 2006 and GeoCam submitted the ESA and related documents to the Government of Cameroon. GeoCam completed 16 public hearings on the environmental aspects of the project in Cameroon. On May 29, 2007, the Ministry of Environment and Protection of Nature of the Republic of Cameroon approved the ESA and issued a Certificate of Environmental Compliance with respect to GeoCam’s March 2007 revisions to the ESA, thereby providing the necessary environmental approval to advance the Nkamouna Project in the manner described in the ESA.

Permits

All environmental permits necessary to construct and operate the project had been received by the end of 2008. The Company expects that GeoCam will update the environmental study and obtain an extension of the Certificate of Environmental Compliance prior to the end of the present three year term.

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Principal legislative, regulatory and policy considerations relating to the Nkamouna Project are as follows:

A) Environmental Protection: Law No. 96/12 relating to environmental management outlines the general legal framework for environmental management in Cameroon. The law requires that any development must carry out an “impact assessment study.” The new mining code specifies that bonds are required before mine development can commence. The project’s proposed environmental mitigation and rehabilitation practices are reviewed once every four years to determine if the bond is sufficient to cover annual impacts caused by mining activities. The bond is based on an estimated annual cost of environmental impact mitigation of disturbed sites.

B) Law 94/01(Decree No. 94/436) pertains to forest developments. Article 9 prescribes that cutting trees in a state forest can be performed only after an impact study has been conducted. This study will be carried out as part of Geovic’s “site specific” environmental impact assessment report and environmental rehabilitation plan.

C) Law No. 81-13 regulates fishing, hunting and the issuance of related licenses. Also, the law controls the possession or trade in wild animals and trophy hunting and provides for the protection of endangered species. Enforcement measures and penalties are defined in this law, as described in the Geovic environmental plan.

D) Law No. 89/027 addresses specific waste disposal regulations. It pertains to storage, transportation and disposal of hazardous waste. Businesses must declare the volumes and nature of each waste product and ensure elimination of waste without undue risk to people and the environment.

E) Law 84/13 regulates water resources. The government manages and protects state waters such as rivers, lakes and groundwater. Non-state waters include spring, well and drill holes not used by the public, and rainwater falling on private land or collected artificially from roof systems. The use of water for commercial purposes may be sold by the State authority and is subject to permitting, exploitation and conservation taxes.

F) Decree No. 85/758 regulates water use by committee. This committee provides advice in implementing the water code that will include issues such as inventory, conservation, protection, use, effluent treatment and taxation.

Taxes and Royalties

Among other specific benefits, GeoCam’s Strategic Enterprise Regime awarded on December 16, 2002, provides a 50% reduction to these two tax rates for five years during the installation phase, plus 12 years during the first 17 years of the exploitation phase. Dividend tax is based on cash flow after the initial capital is repaid. Pursuant to provisions in the Strategic Enterprise Regime, 25% of the base salaries and wages paid to Cameroonian employees are credited to GeoCam to further reduce taxable income and provide incentives to employ local workers.

Article 6 of the Mining Permit commits GeoCam to “provide the neighboring population with social, sports, education and health infrastructure to promote their well-being”.

Article 9 of the Mining Permit requires GeoCam to provide for a 2.5% caution fee applied to the capital investment only. In addition, Article 144 of the Mining Code now in effect calls for an ad valorem tax of 2.5% on metals. This is treated as a production tax expense and will reduce net income for income tax purposes.

Based on interpretations of the Strategic Enterprise Regime by Geovic and its Cameroonian attorneys, value-added taxes will not be applied to Geovic’s operations, at least until mine construction begins. Under the Mining Permit, there is no royalty.

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Accessibility, Climate, Local Resources, Infrastructure, And Physiography

The closest town to the Nkamouna Project site is Lomie, at approximately 26 kilometers to the west—southwest. The closest railroad transport to the Project is at the town of Belabo, at a distance of approximately 250 kilometers. Transportation from Yaoundé to the Project is by paved highway to Ayos, improved public road to Abong Mbang and private logging roads or public roads to the Nkamouna Project site. International airports and modern telecommunication facilities exist at Yaoundé and Douala. Suitable shipping and receiving facilities exist at the international seaport of Douala. The 40 kilometer road from Lomie to the site of the GeoCam field camp supports heavy log and lumber transports, as does the road from the field camp to the project site. Driving from Yaoundé to the Nkamouna Project takes approximately 7 hours.

Lomie is the Subdivision administrative center that hosts the Nkamouna Project and has been the staging area for Geovic’s activities. Lomie has about 3,500 inhabitants, a limited local electrical supply, and very basic services and supplies. There is new telephone service, but no airstrip or approved heliport, and only rudimentary medical facilities. Geovic’s field operations are based from the Kongo Camp, a fully-contained compound near the village of Kongo. The compound has adequate working and sleeping quarters, a diesel generator, diesel fuel storage, a kitchen and dining area with refrigerators, repair shop and sample preparation and storage facilities, many of which were upgraded or expanded by GeoCam in 2008.

The economy of Lomie is largely undeveloped, except for a large sawmill and surrounding timber harvesting operations, and small local businesses and government agencies. Lomie’s municipality has provided diesel electric power since 1997. Lomie is also the site of a number of domestic and international non-governmental organizations that monitor the 1.3 million acre World Heritage Dja Biosphere reserve and other reserves in the region.

The regional climate is classified as an “Equatorial Guinea” sub-type characterized by two main seasonal types, namely the “main wet” season and “main dry” season, and two minor seasonal types designated as “mini wet” and “mini dry.” The site is located on the northwestern margin of the Congo River tropical zone. The annual maximum monthly temperature ranges from 24° to 33° centigrade and generally do not fall below 18° centigrade.

The average annual precipitation is approximately 1,580 millimeters (62.2 inches) with high humidity and evaporation rates. The main wet season occurs between September and early November, and the main dry season occurs from November to May. The mini wet season lasts about eight weeks in March to May, and the mini dry season extends from June to mid-September. Limited amounts of rainfall occur throughout the year, except during the months of December and January, which are typically dry. Average monthly evaporation rates exceed rainfall during the two dry seasons. The prevailing wind direction is from the south and southwest, and averages less than 4-kilometers per hour and is commonly undetectable beneath the tree canopy near the Nkamouna Project site. The operating season is year-round.

Consultants to GeoCam concluded that the water balance for the planned Napene Creek tailings storage facility (“NCTSF”) at Nkamouna Project will operate in a water deficit condition. Diversion ditches could be incorporated to divert water around the facility or into the facility depending on the water needs at the time. Additional requirements regarding water quality and potential uses or discharges will be finalized based on the results of additional waste characterization during the detail engineering phase of the project.

Abundant water is available from shallow wells to be completed in the Edje River floodplain; however, much of the process water will be recycled from the NCTSF. Mining, processing and housing facilities will each be provided with sewage collection and treatment systems.

To support the mining and milling operations at Nkamouna, a number of ancillary facilities will be required. These include energy generation, a mobile equipment maintenance shop, loading and staging areas and facilities, warehouses, reagent storage buildings, laboratory, steam plant, and administration offices.

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In addition to the Kongo compound, a temporary construction camp will be installed and used until permanent housing can be constructed to meet project operating requirements. On-site accommodations will be provided for expatriate staff. Housing and other community assistance will be provided to local employees, who will be drawn mostly from nearby villages.

The central part of the Nkamouna area is dominated by a series of rolling upland plateaus that are isolated by several river systems that feed into the main Congo River drainage basin. Elevations in the province range from about 450 meters along the lower Dja River to 927 meters at Mount Guimbiri, located east of Abong Mbang. The local upland plateau in the vicinity of the Nkamouna Project mine site presents an elevation of about 700 meters.

The Nkamouna Project is relatively flat and has an average depth of 16 meters. Much of the Nkamouna deposits are situated down slope from the process plant site and with a natural grade of approximately 5% with upper elevations around 760 meters and lower elevations near 610 meters. The Nkamouna deposit is a crescent shape about 4 kilometers from east to west and 2 kilometers from north to south. The process plant site is adjacent to the mine site and near the top of a saddle at an approximate elevation of 700 meters.

The existing exploration camp is located 5 kilometers from the proposed mining activities whereas the expected final camp site is located centrally in the Nkamouna area.

Currently all power is generated on site. It is expected that the power supply for the overall project will be supplied by both diesel powered gensets and a fuel oil power plant.

Well water is currently being used for potable water. A number of boreholes were sited around the project area where housing or other facilities requiring potable water will be installed. Water from the boreholes was tested and meets minimal standards for potable water.

History

The Nkamouna and Mada deposits are contiguous zones, and together comprise an enriched cobalt-nickel-manganese-iron laterite deposit located within an extensive mineral province in southeastern Cameroon, Africa. Nkamouna and several other nickeliferous laterite deposits in southeast Cameroon were first discovered and investigated by the United Nations Development Programme (UNDP) during 1981-1986, in a cooperative project with the Cameroon Ministry of Mines, Water and Energy to evaluate mineral potential in southeastern Cameroon (UNDP Project CMR/81/005). Following a regional stream sediment geochemical survey which indicated the likely presence of laterite nickel mineralization, the UNDP project drilled eleven core holes in the Nkamouna area, which was the most accessible laterite area at that time. Several of the UNDP holes at Nkamouna intersected laterite and saprolite with interesting nickel and cobalt values. The first hole, KG-S-1, traversed 56 meters of lateritic profile and fresh serpentinite, with nickel values up to 1.00% and cobalt to values up to 0.19%. Due to the remote location and the low nickel prices at the time, the discovery did not draw much attention.

No further exploration took place on the property until William Buckovic, founder of Geovic and GeoCam, became aware of the nickel discovery in 1988, subsequent to submitting a proposal in 1986 to explore for minerals to the Cameroon Ministry of Mines. No recorded exploration or mining had taken place on the property since the UNDP work. After assaying samples he was able to obtain from the area, Buckovic noted in 1994 the higher than typical cobalt to nickel ratio that characterizes the Cameroon deposits. This high ratio was confirmed by the assay results from the UN coring program. Buckovic was also aware of recent advances in Australia and elsewhere in the hydrometallurgical processing of previously sub-economic nickel laterite deposits. As a result, in 1995 he helped form a new company, GeoCam, to investigate this unusual but potentially promising occurrence.

A government-issued Prospecting License covering 19,600 square kilometers was granted in 1995. In 1999, an Exploration Permit, PDR 67, was granted on a reduced area of 4,876 square kilometers. A Mining Convention was entered into between GeoCam and the Republic of Cameroon in 2002. In 2003, Mine Permit 33 was issued

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by decree granting an exclusive right to GeoCam to exploit the deposits within the permitted 1,250 square kilometers area. GeoCam’s initial program was based entirely on manually dug test pits, and later incorporated drilling and limited trenching. The program began at Nkamouna and was later extended to other laterite plateaus, which were identified by satellite images and air photos. Geologists from the Cameroon Ministry of Mines, Water and Energy participated in the work to provide government oversight as well as training.

By 2004, GeoCam had largely completed the reconnaissance sampling and had undertaken pitting and drilling patterns of varying densities at Nkamouna where access was greater due to recent logging operations, with an eye toward defining deposit parameters for an eventual feasibility study. Between 1995 and 2003, Geovic/GeoCam carried out extensive pitting at Mada. During the period 2005-2009, GeoCam completed significant infill drilling and pitting at both the Nkamouna and Mada deposits.

Geology Setting

Regional Geology

Southeastern Cameroon lies within a region of metamorphosed Proterozoic rocks ranging in age from 600 to 2,500 million years and extending across parts of several west-central African countries. In southeastern Cameroon, several assemblages of such metamorphic rocks have been mapped and named. Due to the metamorphosed nature of the rocks and poor exposures, there is some uncertainty in distinguishing and dating various lithologic units.

The Nkamouna/Mada project area is primarily underlain by rocks of the Intermediate Series, including the Mbalmayo-Bengbis “Series” or unit. These rocks are principally chloritic and sericitic schists and quartzites. Also included in the Intermediate Series are extensive metamorphosed felsic, mafic volcanic and volcaniclastic rocks. These rocks are post-Eburnean (i.e., younger than 1,800 million years) and are cut by basic dikes. The original depositional age of the sediments was probably 1,800 to 1,400 million years, with metamorphism to almandine-amphibolite facies occurring about 1,200 million years ago, likely coincident with the Kibaran Orogeny.

The schists and quartzites contain inliers of ultramafic rock, which were probably emplaced long after deposition of the original sedimentary rocks. Due to poor exposures, the contact relations are unclear, but the ultramafic bodies appear to be emplaced along north-trending regional fractures, which apparently allowed emplacement of ultramafic rocks of a deep-seated origin.

The region within a 300-kilometer radius of the Cameroon Properties Area in Cameroon, Gabon, Congo, and Central African Republic has few producing mineral deposits and few with near-term production potential. Most of this region of west-central Africa is underlain by Proterozoic granite-gneiss-schist terrains, broadly similar to the rocks in the Cameroon Properties area. Within the region, ultramafic rocks, the original source of the cobalt and nickel, are confined to the Nkamouna Project area. There has been no previous commercial production of minerals from the Cameroon Properties.

Property Geology

The cobalt-nickel deposits are hosted in residual laterites which have formed by prolonged tropical weathering of serpentinites. Large areas of mineralized laterite, each several square kilometers in extent, have been preserved on low-relief mesas or plateaus underlain by ultramafic rocks that stand above the surrounding dissected lowlands. Nkamouna and Mada are two such plateaus. Most of the plateaus are underlain by ultramafic rocks, with some areas of schist, phyllite, and quartzite. The surrounding lowlands are underlain by schists, phyllites, quartzites, and meta-volcanics of the Intermediate Series. The bedrock geology at the Nkamouna Project has been mapped by Geovic through a combination of natural exposures, soil mapping, and, most importantly, observation of weathered or fresh rock encountered in pits and drillholes. Mapping of detailed

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structures, attitudes of foliation or fractures is generally not practical except in the deeper pits. Rock from pits, drillholes, and rare exposures indicate that the fresh underlying rock at Nkamouna is a pervasively-sheared serpentinite.

At the Nkamouna Project, petrographic evidence suggests that the parent rock to the serpentinite was probably a dunite (rock containing +90 percent olivine). Metasedimentary rocks (quartz-muscovite schist, phyllite, and quartzite) occupy the borders of the serpentinite, and also occur as inliers within the serpentinites. Locally, lateritic soils with schist fragments overlie serpentinite bedrock due to the gravity-induced creep of soils down-slope. The typical sequence of discernable horizons in the weathering profile at the Nkamouna Project is:organic soil at the surface, upper laterite, ferrecrete breccia, ferralite, silecrete, saprolite, serpentine bedrock.

Mineralization

The Cameroon laterite profiles, similar to those elsewhere in humid tropical environments, show a strong vertical zonation, which reflects the transition from unweathered host rock at the base, to highly-leached residues at the surface. The Cameroon laterites depart from the norm somewhat, in possessing two layers of iron-rich laterite, between which lies ferricrete breccia. The lower portion of the profile under the breccia includes the limonitic ferralite and underlying saprolite zones which are more typical of humid tropical laterite profiles.

Most of the economic mineralization in each deposit is in one interval containing about 1 meter of ferricrete breccia and 4 meters of ferralite. The ore types are characterized geologically by their mineral content, bulk composition, and texture, as described below. The deposit’s unusual concentration of the coarsely aggregated ore mineral asbolane is highly significant, as is the thick ferricrete breccia and abundant maghemite.

Of the minerals of economic interest in the Nkamouna and Mada laterites, most occur in the majority of nickel-cobalt laterites worldwide, in proportions which vary widely from one laterite horizon to another, and from one deposit to another. In general, these minerals occur at Nkamouna and Mada as fine-grained clay-like or concretionary masses, and are only occasionally identifiable as discretely visible mineral specimens. Of great significance is the size of the asbolane agglomerates and wad that host the cobalt and almost all of the manganese.

The key mineral in the Geovic deposits, which hosts the cobalt, most of the manganese, and a significant part of the nickel, is asbolane. Between one-third and one-half of the deposit’s nickel is hosted in asbolane. Asbolane is widespread in nickeliferous laterites, but elsewhere is usually present in very small amounts and is normally inconspicuous as black blebs on fractures. The asbolane occurrence at the Nkamouna Project is unusual in that it occurs as both discrete platy crystals and in larger and coarser crystal aggregates and fine-grained wad up to 5 cm in diameter, sometimes as concretion-like nodules with chromite and goethite. It also occurs as a fine intergrowth with chromium and iron oxides and hydroxides.

Asbolane is critical to the Nkamouna Project economics, because it occurs as coarser aggregates of microscopic crystals, the aggregates being separable by crushing and wet screening from the pulverulent iron-oxide minerals and clays. The resulting coarse fraction contains most of the cobalt and manganese, and a significant portion of the nickel in the raw material, which can be readily prepared into a significantly upgraded concentrate prior to processing.

Exploration

Nickelferous laterite deposits in southeast Cameroon were first discovered and investigated by the UNDP during 1981-1986, in a cooperative project with the Cameroon Ministry of Mines, Water and Energy (UNDP Project CMR/81/005). Following a regional stream sediment geochemical survey which indicated the likely presence of laterite nickel mineralization, the UNDP project drilled eleven core holes in the Nkamouna area, which was the most accessible laterite area at that time.

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Several of the UNDP holes intersected laterite and saprolite with interesting nickel and cobalt values. Due to the remote location and the low nickel prices at the time, the discovery did not draw much attention.

The UNDP holes were undertaken several years prior to Geovic’s investigations. The drill apparatus, technical personnel, sampling procedures, and assaying practice were entirely different from those used subsequently by Geovic. Therefore, SRK is of the opinion that inclusion of the UNDP drillhole data is unwarranted for resource calculations. These 11 holes represent less than 1% of the total sample openings at Nkamouna. In any case, the sites of most of the UNDP holes were subsequently offset by gridded Geovic drillholes and pits, and the effective influence of the UNDP holes on resource tonnage calculations is believed to be negligible.

In mid-1995, GeoCam received a Prospecting Permit that covered 19,600 square kilometers. In January 1999, the Prospecting Permit was superseded with an Exploration Permit, PDR 67, which covered 4,876 square kilometers and specifically allowed exploration drilling. GeoCams’s initial exploration program was based entirely on manually-dug test pits, and subsequently incorporated drilling and limited trenching. The program began at Nkamouna and was later extended to the other laterite plateaus including Mada, which were targeted using satellite images and air photos. Geologists from the Cameroon Ministry of Mines, Water and Energy participated in the work to provide government oversight as well as training. GeoCam’s core-drilling program began in 1999, after many hundreds of pits had been completed. A total of 23 holes were drilled (NKM-21 to NKM-43) in the northeast part of West Nkamouna, on an approximate 100 meter grid.

In 2002, GeoCam imported an Australian-designed, truck-mounted machine. Holes drilled with this machine are referred to in GeoCam reports as “air core” holes, but intact core was not produced, and these holes are more accurately termed reverse-circulation drill holes. Reversecirculation holes were drilled between May 2002 and September 2003, when 176 holes (NKM 1010 to 1185, plus NKM-3.3) totaling 3,690 meters were completed at Nkamouna. Most of these holes were drilled as infill holes on a series of EW lines which were sampled by pitting, generally at distances greater than 100m between drillholes. Several of these were twins (within 5 meters) of existing pits, and several others were later twinned by pits sunk on the drillhole collar. Twenty-two holes were drilled on a tight grid of approximately 15 x 15 meters in West Nkamouna, to test the short-term variability between holes.

A Mining Convention was signed on July 31, 2002 by the Ministry of Mines, Water, and Power of the Republic of Cameroon that defined the general, legal, financial, tax, economic, administrative, customs, social, land and environmental conditions under which GeoCam shall undertake the mining of cobalt, nickel, and their associated substances within GeoCam’s Exploration Permit area. On April 11, 2003, Mining Permit No. 33 which replaced the Exploration Permit was issued by Presidential decree granting an exclusive right to GeoCam to exploit the deposits, and the total area was reduced to 1,250 square kilometers, which included approximately 337 square kilometers of cobalt-nickel mineralized lands. Geovic’s participation in the Mining Permit holder GeoCam is 60% direct corporate holding by Geovic, Ltd. In addition, another 0.5% is held by Geovic’s President William Buckovic. The 39.5% balance is currently held by SNI, a Cameroon government investment corporation.

By 2004, GeoCam had largely completed the reconnaissance sampling and had undertaken pitting and drilling programs of varying densities at Nkamouna, where access was less restricted due to recent logging operations, in order to define deposit parameters for an eventual preliminary feasibility study. In 2006, Geovic completed a program adding five new test pits and deepening other test pits adding over 730 meters of additional sampling in preparation for the final feasibility study.

In 2002 GeoCam contracted with a local survey and civil engineering company in Yaounde (SCET) to provide digital topography for a 12 square kilometers area mapped in detail at Nkamouna. Map survey points are accurate to within 1centimeter (X, Y, and Z) and are contoured at 1 and 2 meter intervals. All pits and drillholes are plotted on this topographic map base. EGIS who later purchased SCET still provides the bulk of surveying required by GeoCam and completed on the surveying in the Mada resource area in 2008 and 2009.

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During 2008 and 2009, GeoCam conducted significant infill and step out drilling and pitting in both the Nkamouna and Mada areas, including an additional 975 drill holes at Nkamouna and 1,012 drill holes at Mada. These new data form the basis for the updated mineralized material estimates and the updated mineral reserve estimates that are expected later in 2010.

The geological logging scheme utilized for past and current drill programs is consistent with the stratigraphic units. The logging scheme has evolved over the history of GeoCam’s work since 1995. All logging was carried out at the pit or drill site by qualified geologists, using standardized logging forms.

Drilling

Geovic’s exploration initially was based entirely on manually-dug test pits, and later incorporated drilling and limited trenching. The program began at Nkamouna and was later extended to Mada and the other Plateaus, which were identified by satellite images and air photos.

Because the Nkamouna deposits are secondary, which represent the decomposition products of bedrock, they present the data-generation issues which are typical of laterites: sampling of intermixed material which ranges from very soft to very hard, and which varies greatly in metal grade from one particle to the next, especially in the ferricrete breccia lithologies.

Until the 2008 drilling program, most of the sampling at Nkamouna, and nearly all sampling in the other deposit areas, had been by pitting, with a lesser amount from drilling. In the Nkamouna and Mada areas more than 1,800 pits were hand dug through 2007. Geologists from the Cameroon Ministry of Mines, Water and Energy participated in the work to provide government oversight as well as training. In 1999 a total of 23 core drill holes were drilled in the northeast part of West Nkamouna, on an approximate 100-meter grid. The maximum depth reached was 33 meters, with an average hole depth of 26.1 meters, for a total of 600 meters drilled. A reverse-circulation drill was used between May 2002 and September 2003, when 176 holes totaling 3,690.25 meters were drilled at Nkamouna.

GeoCam completed an extensive exploratory drilling program in the Nkamouna, Mada and Rapodjombo deposits in 2008. GeoCam has received assay and other testing results from the 2,054 drill holes totaling 54,900 meters completed and 48,095 samples collected which were analyzed by SRK in completing the Nkamouna Technical Report.

Pit Data

A significant proportion of Geovic’s assay sampling results (~46%) have been derived from hand-dug pits. Geovic has historically referred to the test pits as both “pits” or “shafts.” In this report, SRK uses the term “pits,” which is more customary in laterite exploration, and avoids the impression that they are machine-dug openings of great depth (i.e., “shafts”). In the Nkamouna and Mada areas, GeoCam has excavated 1,898 pits. The pit sampling program continued during drier weather in East Nkamouna, the area east of the Kongo-Ndu road, until September 2004. Five additional pits were dug in 2006, and an additional 302 pits were dug at Nkamouna (225) and at Mada (77) during the 2008-2009 field season. The density of pitting varies from about 50 x 50 meters to 150 x 200 meters, but is not uniformly gridded.

Trench Data

Two trenches have been excavated at Nkamouna. Dug by hand, the first trench is up to 8.5m deep, has a 5m north-to-south cross trench in the middle and extends 20 meters east from the site of Pit 923. The trench is located on the western edge of the Nkamouna plateau, west of some natural exposures of ferricrete, at a location where the Upper Limonite appears to have been removed by erosion. Most of the trench exposes only ferricrete, and does not reach adequate depth to expose the ferralite or saprolite. The trench site was selected by Geovic primarily to determine whether blasting will be necessary in the ferricrete. The trench was thoroughly channel-sampled and assayed by Geovic, but these results were not used in the resource estimation.

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The second trench was excavated between January and May of 2007 in the SE part of Nkamouna near Pits 989, 1251, 1268 and 1269. This trench was excavated with bulldozers and included deepening by hand dug pits. SRK Consulting visited this trench during the 2009 site visit, and assay results from this trench have been reviewed. Selected grab samples were also collected from this trench during the site visit, and were subsequently manually upgraded by site personnel as a demonstration of the physical upgrading process. These data from the second trench have not been utilized in the resource estimation process.

Drillhole Data

United Nations Drillholes.

The first documented samples taken at Nkamouna were the eleven holes drilled by the UNDP in the mid 1980’s. The UNDP used a J.K. Smit Model 300 diamond-drill rig. SRK has not examined the original drill core or logs from these initial 11 holes. The UNDP holes were undertaken several years prior to Geovic’s investigations. The drill apparatus, technical personnel, sampling procedures, and assaying practice were different from those used subsequently by Geovic, and the protocols utilized by UNDP with regard to quality assurance/quality control were not necessarily to industry accepted guidelines.

Geovic Core Drillholes.

Subsequent to the UNDP holes, no further drilling was undertaken at Nkamouna until Geovic’s core-drilling program in 1999, after many hundreds of test pits had been completed and an exploration permit was obtained over the mineralized areas. The first rig utilized was a trailer-mounted 20hp core drill which could be manually manoeuvred along forest trails to minimize environmental impacts in prospective areas. A total of 23 holes were drilled (NKM-21 to NKM-43) in the northeast part of West Nkamouna, on an approximate 100 meter spaced grid. The maximum depth drilled was 33 meters, with an average hole depth of 26.1 meters, for a total of 600 meters.

Recovery was generally good. In the limonite horizons (upper and lower), core recovery was 90% on average, and ranged between 40 and 90% in the breccias. In the saprolite, core recovery was consistently below 70% with values as low as 30% recorded in zones containing serpentinite fragments. As most of the potentially economically-mineralized material at Nkamouna and Mada is located within Lower Ferricrete breccia and ferralite zones, core recovery in these zones of interest generally exceeds an average of 88%.

Reverse-Circulation Drillholes.

In 2002, Geovic imported an Australian-designed, truck-mounted reverse-circulation machine. Holes drilled with this machine are referred to in historic GeoCam reports as “air core” holes, only drill cuttings are produced, and the drilling methods are most accurately described as reverse circulation drilling. This drilling rig uses three chisel-type or finger-type tungsten carbide bits to cut the laterite, and recovers material by air or water flushing through the inner pipe of a double-walled reverse circulation recovery system, from the bit to the surface. The outer tube has an external diameter of 74.4 millimeters, while the inner tube has an internal diameter of 36.6 millimeters. The drill uses compressed air or water with Baroid drilling mud at 150 pounds per square inch pressure as the drilling fluid. Water was used to flush the drill stem and bit while samples were collected at the cyclone using one-meter sample runs. The drill pipe used is in conventional 3 meters lengths. A two-person drill crew and three labour assistants attend the drill, supervised by a geologist. Setup time and tear-down time is 5 to 10 minutes. A 30 meter hole can typically be drilled in 2 hours, when no drilling difficulty is encountered.

The reverse-circulation drill was used between May 2002 and September 2003, when 176 holes (NKM 1,010 to 1,185, plus NKM-3.3) totaling 3,690.25 meters were drilled at Nkamouna. Most of these holes were drilled as fill-in holes on a series of lines which had already been sample by pitting, generally at distances greater than 100 meters between drillholes. Several of these were twins (within 5 meters) of previous pits, and several others were later twinned by test pits sunk on the drillhole collar. About 20 holes were drilled on a tight grid of approximately 15 x 15 meters in West Nkamouna, to test the short-range variability from one hole to the next. The drill rig is currently stored at the Kongo Camp of GeoCam.

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Drilling during the period 2004-2009 was conducted using identical drilling equipment to previous programs, targeting infill holes at Nkamouna and infill/step-out holes at Mada.

Drilling—Interpretation

SRK Consulting has conducted a detailed review of all historic and current drilling and pitting program data, and is of the opinion that the methodology used to collect the samples and that the current sample spacing is adequate for use in resource estimation. SRK Consulting notes that the historic core sample analyses conducted by GeoCam are adequate, but is of the opinion that the larger sample sizes afforded by pit and reverse circulation samples are more appropriate, given the coarse grain size and highly variable distribution of asbolane, which is the mineral of economic significance in the Nkamouna and Mada deposits.

Sampling and Analysis

GeoCam maintains a sample-preparation facility at the Kongo Camp, where samples are prepared for assay. Most of the early sample points were exposed and sampled by test pits, dug using simple hand tools by local labor crews. SRK reviewed the pre-2008 sampling procedures and the 2008-2009 procedures in detail.

Sample intervals in pits generally varied between 0.5 and 1.65 meters. Each interval was logged by color and texture, and by mineralogy where noted. All samples were analyzed for nickel, cobalt, manganese, chromium, copper, zinc, lead and MgO. Composites representing 5 to 10 meters were analyzed for Fe2O3.

SRK and PAH found that Geovic personnel, and contractors paid close attention to sampling and sample-processing techniques, and have varied the techniques from time to time, based on careful analysis of results, including comparisons between different methods. Geovic believes that collection and handling of samples met or exceeded industry standards for laterite projects, and that any limitations on precision and accuracy of samples are those limitations inherent in the laterite deposits themselves and in assaying technology.

Altogether, more than 56,000 Nkamouna, Mada and Rapodjumbo samples were assayed for cobalt and nickel during 1995-2009. Many of these samples were also assayed for manganese and various other appropriate methods were used for occasional analyses of 34 other elements (Pb, Zn, Cu, Cr, V, Mg, Al, Sc, Zr, MgO, SiO2, etc.) for bulk samples and other specialty samples.

Security of Samples

Various inter-laboratory checks were undertaken by Geovic on behalf of GeoCam throughout the sampling phase of the project. Geovic undertook a comprehensive program of comparing second sample comparisons from Nkamouna. The pairs of samples extracted from the same sample intervals showed a high degree of correlation for cobalt, nickel and manganese, providing confidence in the ability to generate reproducible assay results from similar sample material.

Sampling

GeoCam maintains a sample-preparation facility at the Kongo Camp, where samples from drill holes and pits are prepared by GeoCam employees for assay. SRK reviewed the sample preparation procedures in detail.

Upon arrival from the field in polyethylene woven bags, the samples are stored in a sheltered location until processed. As each bag was opened, the sample was placed in a steel tray for drying, and an aluminum tag bearing the sample information on the sample bag placed on the tray. After drying in a wood fired oven, the sample was quartered and placed in a clearly labeled plastic bag, with the sample location and interval number recorded. Another aluminum tag was prepared which accompanied the sample, in transit to the U.S. The aluminum tag placed in the steel tray before oven drying remained with the control sample on the shelves in the storage facility at the Kongo Camp. All samples are clearly labeled as organized.

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Upon removal from the oven and cooling, each sample was visually inspected for the presence of oversize material (coarser than approximately 2 centimeters). Oversize material was manually crushed in a mortar and pestle and returned to the sample tray. At this point, the dried sample was inspected again by a geologist to ensure that the on-site logging did not miss important geological features due to excessive drilling mud or poor lighting. The sample was then split in a Jones-type riffle splitter with openings measuring 10 millimeters. Normally a 200 gram dried sample was collected for ferralite and a 500 gram sample for breccia and bagged for shipment to the assay lab. The shipment of samples followed industry accepted procedures regarding chain of custody. Samples were shipped by vehicle to GeoCam’s office in Yaoundé, the capital of Cameroon, where they were delivered to a common carrier for air-freighting to North America.

SRK reviewed the sampling procedures that Geovic personnel and Mintec, Inc. implemented during the previous and current drilling and pitting programs and concluded that the collection and handling of samples met or exceeded industry standards.

Assaying

During the period 2003-2009, all samples were shipped to Actlabs (formerly ACTLABS-Skyline), Tucson, Arizona, for analysis.

Quality Control

The samples assayed by Actlabs were submitted to both Actlabs’ and Geovic’s independent QA/QC checks. The use of second splits and sample standards are universally recognized methods to provide confidence in the assaying reliability.

The Actlabs laboratory runs assay batches of 24 prepared pulp samples, comprising 20 samples plus repeats on the 1^st and 20^th samples of each batch, in addition to two in-house standards. One sample per client’s submitted batch of 20 was reweighed along with both an in-house and a certified reference standard of known Co-Ni-Mn content. Actlabs internal checks allow for a maximum acceptable variance of 2% for duplicates and standards. Given its ISO and CAN-P-1579 certifications, Actlabs is required to have a suitable program in place for periodic round-robin inter-laboratory comparisons.

Historic Nkamouna Reserve Estimates

Mineable reserve estimates were made by PAH in the 2008 PAH Report and the information in this section is excerpted from the 2008 PAH Report. Geovic Mining expects that the FSU, which will contain a revised reserve estimate, a review of an updated mine plan, estimated construction and capital costs, operating expenses and future cash flow from mining operations at the Nkamouna Project, will be completed in the third quarter of 2010.

The Nkamouna deposit ore would be subjected to physical upgrading (PUG) consisting of crushing, attritioning and particle sizing. The PUG plant basically consists of a receiving hopper and two stages each of crushing, attritioning and particle classifying to produce a coarse, higher-grade concentrate, a low-grade middlings and fine tailings. The concentrate will be conveyed to a receiving bin at the process plant. As approximately 60% of the cobalt is concentrated in only 20.5% of the ore weight, the process plant size would be much smaller and financial performance would be dramatically improved when the ore is physically upgraded prior to final processing in the Metal Recovery Plant (MRP).

Economic evaluation criteria were based on supplying a fixed 2,000 tonnes ore per day (“tpd”) of product from the PUG plant to the process plant at an average of 1.87:1 Waste:Ore ratio. This yielded an average mine production rate of 23,000 tpd with approximately 8,000 tpd of ore, and a maximum of 28,000 tpd for equipment sizing and operating cost estimation.

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A cutoff grade of 0.175% ferralite-equivalent cobalt was used by PAH to define the Nkamouna Mineral Reserves described in Table 1 below.

The mineral reserves presented in Table 1 are classified as a Proven plus Probable, and all are in the Nkamouna deposit. Reserve calculations are from the 2008 PAH Report using data then available (not including results of the 2008-2009 drill program). The historical reserves estimates are presented for reference purposes only and do not represent current reserves.

TABLE 1

Nkamouna

Mineral Reserve Statement

CLASSIFICATION(1)	MINERALIZED ZONE					CONTAINED
	Tonnes (1,000’s)		% Co	% Ni	% Mn	Co (M lbs)	Ni (M lbs)	Mn (K tonnes)
Proven	28,868		0.264	0.690	1.406	—	—	—
Probable	25,874		0.230	0.683	1.250	—	—	—
TOTAL(2)(3)	54,742	(4)	0.248	0.687	1.331	299	829	728

(1) The historic proven and probable mineral reserves for the Nkamouna Project were estimated in accordance with definitions set out in NI- 43-101 and in reliance on the 2008 PAH Report prepared by PAH under those regulations. We believe that the mineral reserves were estimated on a basis consistent with the definition of proven and probable reserves prescribed for use in the U.S. by the SEC and as set forth in Guide 7.

(2) The above estimate of reserves was completed at a time when GeoCam planned to produce cobalt, and nickel and manganese as finished products. GeoCam may initially produce a mixed Cobalt-Nickel sulfide product (MSP) and manganese carbonate from the mining and processing at the Nkamouna Project.

(3) We expect to increase the cutoff grade of cobalt in the ore we mine and process at the PUG plant and MRP at the Nkamouna Project from that used in the above estimates. Such an increase would reduce the reserves while accelerating the expected economic return from mining and processing.

(4) PAH used a cutoff grade of 0.175% ferralite equivalent cobalt, and a three year average price for the period ending October 2007 of $20.18 per pound of cobalt and $11.16 per pound of nickel.

Mineralized Material

This section describes the geologic modeling and the estimate of mineralized material for the Nkamouna and Mada deposits based on the Nkamouna Technical Report.

Nkamouna/Mada Geologic Model

Total mineralized material was calculated for the Nkamouna and Mada deposits using a three-dimensional block model to estimate cobalt, nickel, and manganese grade for individual blocks with dimensions of 10 by 10-meters horizontal by 1-meter vertical. In addition, lithology codes and ore classification codes were defined for each block. The estimation was done using Datamine Studio 3.0 geologic modeling software by Ore Reserves Engineering (“ORE”).

A top-of-mineralization, or “TOMI,” model was created by ORE so that the top of mineralization in each drill hole was at a constant elevation. The advantage of this model is that the optimum correlation between the metal grades is horizontal and the shape and continuity of the mineralization can be viewed directly on plan maps. This model also went through several iterations of editing/remodeling to remove inconsistencies in the data from shallow holes that did not penetrate the top of mineralization and from multiple pits and drill holes within a few meters of each other.

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Basic statistics, using the TOMI model, showed that there are three cobalt grade populations, including low-grade (poorly mineralized), mid-grade (mineralized), and high-grade (strongly mineralized). Manganese was found to have grade distributions similar in shape, but higher grade than cobalt, consistent with the strong correlation between cobalt, manganese, and asbolane. Nickel appears to be much more evenly distributed than cobalt and manganese and was found to only have two grade zones, mid-grade (mineralized) and high-grade (strongly mineralized).

Grade zones were defined for each metal as closed shapes in plan maps in the unfolded model.

Basic statistics were run within the grade zones to confirm the grade distributions and variograms were run to confirm continuity of grades within the zones.

The mineralized material is summarized in Table 2 below. These estimates of mineralized material include the results of all prior drilling on the Nkamouna and Mada deposits through 2009.

Table 2

Nkamouna/Mada Mineralized Material Statement⁽¹⁾

Deposit	Tonnes (kt)	Average Grade
		Co (%)	Ni (%)	Mn (%)
Nkamouna	80,723	0.23	0.67	1.25
Mada	39,876	0.23	0.59	1.43
Total Mineralized Material(2)(3)	120,599	0.23	0.65	1.35

Note: Mineralized Material is not mineral reserves and do not have demonstrated economic viability.

(1) Prepared by SRK and included in the Nkamouna Technical Report. All figures have been rounded to reflect the relative accuracy of the estimates. Reported at cut-off grades of 0.12 and 0.23% cobalt contained within ferralite and breccia, respectively.

(2) This estimate is applicable to the Nkamouna and Mada deposits. The historical reserve estimate prepared by PAH and included as “Historical Mineral Reserves” in Table 1 is inclusive of the Nkamouna deposit and mineralized material previously included in the historical mineral reserves, which can no longer be classified as such under guidelines of N.I. 43-101, are included in this mineralized material estimate. Assumptions used for estimating the historical reserves in Table 1 are different than those used in the mineralized material estimate above.

(3) SRK has made no estimate of reserves at Nkamouna and Mada deposits. Any future estimate of reserves in included in the Nkamouna and Mada deposits based on the above information will be significantly different than the historical reserves described in Table 1.

“Mineralized material” as used in this report, although permissible under Guide 7, does not indicate “reserves” by SEC standards. Geovic cannot be certain that any part of these deposits will ever be confirmed or converted into Guide 7 compliant “reserves.” The reader is cautioned not to assume that all or any part of the mineralized material will ever be confirmed or converted into reserves or that mineralized material can be economically or legally extracted.

Markets and Metal Prices

Cobalt is a metal used in many diverse industrial and military applications with the leading uses in rechargeable batteries (approximately 21 percent)., and super-alloys (approximately 20 percent, principally for gas turbine engines). Cobalt is also used to make specialty magnets (7 percent); other alloys used for corrosion and wear resistance (16 percent); catalysts for the petroleum and chemical industries (11 percent); drying agents for paints, varnishes, and inks and adhesives for radial tires (9.5 percent); porcelain enamels, dyes and pigments (11 percent); and magnetic recording media (4.5 percent).

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Cobalt Prices are published by Metal Bulletin (www.metalbulletin.com). Commencing February 22, 2010, cobalt began trading on the London Metal Exchange (LME).

Nickel is a principal metal traded on the LME and has total price transparency. Prices are quoted on the LME (www.lme.com) for 99.8 percent US Spot cathode nickel and cobalt.

The following table reflects the reported annual spot prices for cathodes for cobalt and nickel as reported by Metal Bulletin for Cobalt and London Metals Exchange for nickel for each of the last five years, and the last reported price in December 2009.

	Year end 2009		Average Annual Prices
			2009		2008		2007		2006		2005
Price per pound cobalt	$	21.00	$	17.88	$	39.41	$	29.94	$	16.95	$	16.18
Price per pound nickel	$	7.74	$	6.64	$	9.57	$	16.88	$	11.00	$	6.69

United States Mining Leases And Claims

We are also engaged in the strategic acquisition, exploration and development of other mineral properties to diversify our portfolio of mineral exploration and development opportunities. To that end, in 2007 and early 2008 we actively leased mineral properties and staked mining claims in the United States through our wholly-owned subsidiary, Geovic Energy.

Arizona Properties

Through geologic mapping and geochemical sampling, the Company identified several new areas of gold, uranium and other mineralization in the Whetstone Mountains, located approximately 40 miles southwest of Tucson, Arizona in 2007. Accordingly, the Company located 51 federal lode claims covering approximately 1,000 acres in the area of expected uranium-gold mineralization in the northern Whetstone Mountains in 2007. The pre-Cambrian hosted shear zones also appear to contain anomalous fluorite, copper and gold. Based upon its initial findings, the Company leased approximately 11.2 square miles of state of Arizona mineral lands in the vicinity of the gold occurrence.

The Whetstone Mountain area where the claims are located was previously explored for uranium in the 1970s and 1980s by Rocky Mountain Energy (Union Pacific Railroad) and Unocal (Union Oil Co of California). Mining claims and other mineral properties held by those entities were abandoned by 1990. The Company has discontinued uranium exploration activities in the area, but continues to explore for gold mineralization in the pre-Cambrian hosted structures. In late 2009 the Company conducted a broad surface sampling survey on and near controlled properties, and results are being evaluated.

Colorado/Wyoming Properties

We also targeted and in 2007 and 2008 acquired fee mineral leases over the known uranium deposits in the Denver-Cheyenne Basin of northeastern Colorado and southeastern Wyoming. These 10-year mineral leases cover approximately 15,500 acres believed to host historical uranium deposits at depths ranging from 120 feet to 600 feet below the surface. These deposits were evaluated by other operators in the 1970s and 1980s, including PowerCo, AMAX, Wyoming Minerals and Unocal. Through the leases it now holds, Geovic Energy has control over much of the known mineralized area in eastern Weld County, Colorado and Goshen County, Wyoming.

In 2008, we participated in a uranium claim staking venture in Sweetwater County, Wyoming and acquired an interest in 571 federal mining claims. We allowed these interests to expire in 2009, due primarily to declining uranium prices.

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Until uranium prices declined significantly beginning in mid-2008, we intended to begin development-drilling programs to confirm mineralization present on these uranium properties, in preparation for establishing reserves. However, these plans have been deferred until more dependable commodity pricing can be expected. We now intend to seek third parties to join in future efforts to explore and develop our remaining uranium prospects.

As of March 1, 2010 we hold undeveloped interests in the following properties:

Undeveloped Uranium Fee Leases

Denver-Cheyenne Basin

Number - Leases	Gross Acres	Net Acres
Weld County, CO 120	57,007	16,557
Goshen County, WY 85	95,227	46,940

Mining Claims—Undeveloped

Number of Claims – BLM	Gross and Net Acres	Name of our Project
Wyoming     10	200	Goshen Hole
Arizona        51	1054	Whetstone

State Mineral Exploration Permits and Leases

Number of permits	Gross and Net Acres	County
Arizona     13	7163.44	Pima and Mohave
Colorado   22	12,240	Weld

Other Activities

In 2009, we organized three subsidiary corporations, including Geovic Mineral Sands Corp. and one corporation in each of France and New Caledonia. In 2009, we commenced prospecting activities in New Caledonia.

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ITEM 3. LEGAL PROCEEDINGS

We know of no pending or contemplated legal proceedings which we are involved which could materially affect our business or the business of any of our subsidiaries.

Executive Officers

The following table sets forth certain information, as of March 24, 2010, with respect to our executive officers.

Name	Age	Position
John E. Sherborne(1)	65	Director, Chief Executive Officer of the Company and Geovic Ltd.
William A. Buckovic(2)	60	Director, Executive Vice President, President, Geovic Ltd., and Geovic Mineral Sands Corp.
David C. Beling(3)	68	Executive Vice President, Chief Operating Officer
Greg C. Hill(4)	60	Executive Vice President, Chief Financial Officer
Gary R. Morris(5)	65	Senior Vice President, President of Geovic Mineral Sands
Barbara A. Filas(6)	55	Executive Vice President, Chief Administrative Officer
Conrad Houser(7)	64	Senior Vice President, President of Geovic Energy Corp.
Alan W. Peryam(8)	64	Senior Vice President, General Counsel
Shelia I. Short(9)	58	Corporate Secretary
Richard Howe(10)	64	Managing Director of Geovic Cameroon, PLC
Diane M. Hartnett(11)	48	Controller, Chief Accounting Officer

(1) Mr. Sherborne joined Geovic, Ltd., the Company’s present subsidiary as Executive Vice President, Corporate Development in 2002 and was previously a consultant to Geovic. He was appointed as CEO of Geovic in March 2004 and Chairman in August 2004. He has been Chief Executive Officer of the Company since completion of the RTO in December 2006. He has held senior management positions in international energy and mineral resources businesses for more than 30 years.

(2) Mr. Buckovic is the founder and President of Geovic, Ltd., and has been President since 1994. He became President of the Company upon completion of the RTO in December 2006, and Executive Vice President in 2009. Mr. Buckovic has been active for over 37 years in the mineral exploration and development business, including the discovery of several major mineral deposits.

(3) Mr. Beling has been Senior Vice President, Operations of Geovic, Ltd. since January 2004; Senior Vice President and COO of the Company from December 1, 2006 to present and was an independent consultant from January 1997 through January 2004.

(4) Mr. Hill has been Executive Vice President and Chief Financial Officer since January 1, 2010, and was Senior Vice President and CFO for Geovic, Ltd. and the Company from October 2007 until December 2009, and he was Acting CFO of Geovic, Ltd. from August 2006 and for the Company from December 1, 2006 until October 2007. Mr. Hill has also been the President of Englewood Capital, LLC, a private consulting company since November 2001.

(5) Mr. Morris has been Senior Vice President, Geovic Ltd. since January 2001 and Senior Vice President of the Company since December 1, 2006. Mr. Morris was Managing Director of Geovic Cameroon PLC through May, 2008 and Chairman of the Board of Geovic Cameroon PLC until February 17, 2009.

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(6) Ms. Filas was Senior Vice President, Corporate Development from February until June 2009, when she was appointed Executive Vice President and Chief Administrative Officer. During the five years before joining the Company Ms. Filas was the President of Knight Piésold and Co., a privately held Colorado corporation that provides consulting services to the Company and other clients.

(7) Mr. Houser has been President of Geovic Energy Corp. and Senior Vice President of Geovic Mining Corp. since September 2008. From October 2008 through August 2009 he was also an expert witness and litigation advisor contracted to several companies. From February 2007 until late 2007 he was the CEO of Shoshone Silver Mining Company (OTC-BB) and Sterling Mining Company (TSX). From December 1996 through January 2007 he was Vice President of Legal and Management Affairs for Norwest Corporation, a consulting group.

(8) Mr. Peryam has been Senior Vice President and General Counsel of Geovic Mining Corp. since October 2008. From June 1, 2007 to December 31, 2008 he was the owner of Alan Peryam LLC (a law firm) and of counsel to the law firm of Zupkus & Angell P.C. From 1996 through May 31, 2007 Mr. Peryam was in private practice of law in Denver, Colorado.

(9) Ms. Short has been Corporate Secretary since December 1, 2006 and Executive Assistant, Geovic, Ltd since July 2000.

(10) Mr. Howe has been Managing Director and a Director of Geovic Cameroon plc since June 1, 2008. From 2002 until joining Geovic Cameroon he was Chairman of Intelligentsia SA, an electronic financial services company. He is a Director of Guinness Cameroon SA and sits on its audit committee, a Director of CCEI Bank Equatorial Guinea, and West Africa representative of D1 Oils plc, a London AIM registered alternative energy Company. He is Founding Chairman of the West Africa Business Association Cameroon and a member of the Cameroon Prime Minister’s Investment Council.

(11) Ms. Hartnett has been Controller since June 22, 2009. She has 17 years of experience in public accounting, the majority spent within the mining industry. From 1997-2008, she worked in positions of increasing responsibility within Cameco Corporation, culminating in the role of Chief Financial Accountant (Comptroller) for Cameco subsidiary Kumtor Operating Company (Centerra Gold), from 2004-2008. Prior to Cameco, Ms. Hartnett spent five years in various accounting positions at KPMG.

ITEM 4. [Reserved]

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Price Range of Common Shares

The principal U.S. market in which our Common Stock, $.0001 par value per share is traded in the over-the-counter (bulletin board Symbol: “OTC-BB”)(Symbol: “GVCM”). Our stock is not traded or quoted on any automated quotation system. Our Common Stock is also listed on the Toronto Stock Exchange (“TSX”) under the symbol GMC. The following table sets out the reported high and low closing prices on the TSX and high and low bid prices on the OTC-BB for the periods indicated as reported by the exchanges.

		OTC-BB (US$)		Toronto Stock Exchange (CDN$)
		High	Low	High	Low
2010	1st quarter (through March 24, 2010)	0.90	0.67	0.92	0.67
2009	4th quarter	0.67	0.51	0.69	0.55
	3rd quarter	0.73	0.50	0.81	0.55
	2nd quarter	0.62	0.39	0.72	0.46
	1st quarter	0.60	0.35	0.75	0.46
2008	4th quarter	0.74	0.36	0.91	0.49
	3rd quarter	1.40	0.55	1.38	0.55
	2nd quarter	1.58	1.07	1.60	1.10
	1st quarter	1.85	1.19	1.73	1.21

On March 24, 2010, the last reported sale price of the Common Stock on the OTC-BB was $0.67 and on the TSX was Cdn$0.67. As of March 24, 2010, there were 103,724,508 shares issued and outstanding, and we had approximately 454 registered stockholders of record.

Dividends

We have not paid dividends since the RTO. While any future dividends will be determined by our directors after consideration of earnings, financial condition and other relevant factors, it is currently expected that available cash resources will be utilized in connection with our ongoing business operations.

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Price Range of Warrants

We have three outstanding classes of publicly-traded warrants, all traded on the Toronto Stock Exchange. We issued 2,999,996 transferable warrants December 1, 2006 (“GMC.WT”), 10,800,000 warrants in connection with an Offering completed March 7, 2007 (“GMC.WT.A”) and 4,792,100 warrants with exercise prices respectively of $2.75, $3.00 and $5.00 Cdn per share in connection with the Offering completed April 27, 2007 (“GMC.WT.B”). The warrants expire five years from the date of original issuance. All three series of warrants were listed on the TSX on November 16, 2007. The following table sets out the reported high and low closing sales prices for the warrants for the last two fiscal years, as reported by the TSX.

Series and Year		(Cdn$)
		High	Low
Warrant GMC.WT
2009	1st quarter	0.04	0.03
	2nd quarter	0.04	0.02
	3rd quarter	0.15	0.01
	4th quarter	0.07	0.02
2008	1st quarter	1.22	0.60
	2nd quarter	0.66	0.35
	3rd quarter	0.60	0.13
	4th quarter	0.12	0.02
Warrant GMC.WT.A
2009	1st quarter	0.05	0.02
	2nd quarter	0.05	0.02
	3rd quarter	0.11	0.02
	4th quarter	0.08	0.03
2008	1st quarter	1.10	0.56
	2nd quarter	0.53	0.31
	3rd quarter	0.44	0.09
	4th quarter	0.12	0.02
Warrant GMC.WT.B
2009	1st quarter	0.02	0.01
	2nd quarter	0.02	0.01
	3rd quarter	0.04	0.01
	4th quarter	0.03	0.02
2008	1st quarter	0.48	0.25
	2nd quarter	0.32	0.10
	3rd quarter	0.20	0.06
	4th quarter	0.05	0.01

On March 24, 2010, the last reported sale prices of the warrants on the TSX were: Warrant GMC.WT: Cdn$0.045; Warrant GMC.WT.A: Cdn$0.08 and Warrant GMC.WT.B Cdn$0.06. On that date there were outstanding 2,996,996 GMC.WT Warrants, 10,800,000 GMC.WT.A Warrants and 4,792,100 GMC.WT.B Warrants.

Transfer Agent for Shares and Warrants

The registrar and transfer agent for the Company’s Common Stock is Computershare Trust Company Inc., 250 Royall Street, Canton, Massachusetts 02021 and Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario, Canada MSJ 2Y1 is co-transfer agent. The registrar and transfer agent for the warrants is Computershare Trust Company of Canada, 2nd floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9.

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Performance Chart

The following chart compares the total cumulative Stockholder return, assuming dividend reinvestment, for Cdn$100 invested in shares of Geovic Mining on December 4, 2006 with the cumulative total return, assuming dividend reinvestment, of the S&P/TSX Composite Index and the S&P TSX Global Mining Index for the period from December 4, 2006 to December 31, 2009. The share price historic performance as set out in the graph does not necessarily indicate future price performance.

	Dec. 4/2006			Dec. 31/2006		Dec. 31/2007	Dec. 31/2008	Dec. 31/2009
Value based on $100 invested in Geovic Mining Corp.	$	100		106.00		67.60	20.00	25.60
Value based on $100 invested in S&P/TSX Composite	$	100		100.46		107.66	69.95	91.42
Value based on $100 invested in S&P/TSX Global Mining Index		N/A	*	N/A	*	100.00	73.70	112.42
*Index has only been in existence since June 2007

Note: All figures in this table are in Canadian dollars. At March 18, 2010, the exchange rate quoted by Oanda Corporation (www.oanda.com), was $1.00 to Cdn$1.0109.

Exchange Controls

There are no governmental laws, decrees or regulations in Canada, where our common shares and warrants are publicly traded, that impose foreign exchange controls.

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ITEM 6. SELECTED FINANCIAL DATA

Set forth below is selected consolidated financial information for each of the five years ended December 31, 2005 through 2009. We selected the balance sheet data and statement of operations information for the five years from our audited financial statements. The financial statements from which this information is derived for 2005 and 2006 reflect the financial position and results of Geovic, Ltd., which was the acquiring entity in the RTO for financial reporting purposes.

You should read the information presented below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and related notes included elsewhere in this Report.

Selected Financial Data

(in thousands, except per share amounts)

	Year Ended December 31,
	2009			2008			2007			2006			2005
Statement of Operations Data
Exploration costs	$	10,966		$	27,464		$	9,189		$	3,465	(1)	$	872	(1)
General and administrative		8,236			6,382			3,276			1,593			909
Stock based compensation		972			2,466			2,111			1,052			959
Change in fair value of warrants		116			—			—			—			—
Interest and bank charges		55			152			59			9			2
Depreciation		734			244			76			39			78
Mineral property impairment		—			3,244			—			—			—
Interest income		(112	)		(1,132	)		(3,235	)		(176	)		(1	)
Income tax expense (benefit)		(75	)		(436	)		(414	)		860			—
Noncontrolling interest		(4,601	)		(11,501	)		(3,214	)		—			—
Net loss for the year		(16,291	)		(26,883	)		(7,848	)		(6,842	)		(2,819	)
Weighted average outstanding shares(2)		103,016			102,399			92,047			44,009			38,242
Loss per share		(0.16	)		(0.26	)		(0.09	)		(0.16	)		(0.07	)
Balance sheet data (end of period):
Cash and cash equivalents		49,153			64,184			78,479			9,374			935
Total assets		54,129			70,524			82,936			9,732			1,171
Total liabilities		5,224			6,351			1,794			2,014			521
Stockholders’ equity		39,040			55,029			79,264			7,718			650

(1) The Exploration costs in 2005 and 2006 relate only to the Cameroon Properties.

(2) Outstanding shares in 2005 have been adjusted to reflect the effect of the 2 for 1 stock split completed in connection with the RTO.

Summary of Quarterly Results

The table below sets forth quarterly results for the eight quarters ending December 31, 2009:

	2009												2008
	Fourth			Third			Second			First			Fourth			Third		Second		First
Exploration costs	$	3,093		$	1,991		$	2,955		$	2,927		$	9,716		8,770		5,798		3,180
General and administrative		2,181			1,877			2,125			2,053			2,562		1,449		1,391		980
Stock based compensation		159			233			351			229			356		528		531		1,051
Change in fair value of warrants		(107	)		10			334			(121	)		—		—		—		—
Interest and bank charges		12			13			15			15			152		—		—		—
Depreciation		209			207			190			128			92		65		64		23
Mineral property impairment		—			—			—			—			3,244		—		—		—
Interest income		(4	)		(5	)		(63	)		(40	)		(46	)	(283	)	(339	)	(464	)
Income tax expense (benefit)		—			(2	)		(73	)		—			(436	)	—		—		—
Noncontrolling interest		(1,193	)		(901	)		(1,292	)		(1,215	)		(4,087	)	(5,536	)	(560	)	(1,318	)
Net loss attributed to Geovic		(4,350	)		(3,423	)		(4,541	)		(3,977	)		(11,553	)	(4,993	)	(6,885	)	(3,452	)
Loss per share		(0.04	)		(0.03	)		(0.04	)		(0.04	)		(0.11	)	(0.05	)	(0.07	)	(0.03	)

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

This Management’s Discussion and Analysis (“MD&A”) is intended to provide an analysis of our capital resources and liquidity at year end 2009, and financial results for the years ended December 31, 2009 and 2008 compared to previous years. All amounts are presented in U.S. 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 the Company’s website at www.geovic.net.

Business

We are engaged in the business of exploring and developing a cobalt, nickel, and manganese mining project in Cameroon through our majority-owned (60%) subsidiary, Geovic Cameroon, PLC (“GeoCam”), a financially dependent public limited company duly organized and incorporated under the laws of the Republic of Cameroon. We also engage in exploration, land acquisitions and investments of other minerals that we believe would provide high-quality diversification opportunities in the United States.

Our future success will be largely dependent on our ability to finalize, and secure financing for, a development plan to mine and process the mineral reserves on GeoCam’s Nkamouna Project, the first of several deposits we have located on the Cameroon Properties. A feasibility study on development of a cobalt-nickel mine and mineral processing facility, delivered in November 2007, estimated that total capital, pre-opening and initial operating expenses for the Nkamouna Project in Cameroon would be approximately $397 million. An optimization study by other outside consultants to review and improve the efficiencies was completed in September 2008 (“2008 OS”) and estimated total capital construction costs (exclusive of escalation) and pre-production operating expenses at approximately $379 million including additional processing equipment required to recover manganese carbonate. In addition, working capital required during startup and commissioning was estimated at $38 million.

The Company and minority shareholders of GeoCam concluded in the fourth quarter of 2008 that debt and equity financing and commencement of construction at the Nkamouna Project would be delayed indefinitely due to worldwide financial turmoil. While delaying the construction and financing process during 2009, we have undertaken to review technical and metallurgical aspects of planned metal processing at the Nkamouna Project in an effort to facilitate financing by improving process efficacy and projected profitability and reducing capital costs and process risk. GeoCam engaged a third consulting firm to prepare a Feasibility Study Update (“FSU”) which is expected to be completed in the third quarter 2010. In addition, we reduced the level of pre-construction activity in Cameroon, including reduction of GeoCam staffing during 2009 and into 2010. We took this action because we concluded that the operating results forecast in the 2008 OS would not support financing, particularly under the turbulent late-2008 economic conditions. Such conditions have historically been accompanied by lower demand and falling prices for certain commodities. Significant declines in prices for cobalt, nickel and manganese which began in mid-2008 could also impair the availability of and completion of project debt and equity financing. Cobalt prices rose moderately in late 2009, to approximately $20 per pound at year end.

GeoCam reduced its activities in 2009 and generally limited activities to those expected to enhance the value and ultimate development of the Nkamouna Project We plan to continue this cautious approach until we are reasonably satisfied that Nkamouna Project debt and equity financing in required amounts can be completed and that world-wide financial and commodities markets have improved.

We had consolidated cash and cash equivalents of approximately $49.2 million at December 31, 2009, of which $46 million was held in the U.S. Due to the delay of commencement of construction at Nkamouna and the current level of planned and committed expenditures for 2010, we do not plan to raise debt or equity capital until late 2010 at the earliest.

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Securing required financing to develop the Nkamouna Project will also be dependent on numerous additional factors affecting the expected economics of the Nkamouna Project, including: availability and cost of capital, market conditions and demand for the intermediate metal products to be produced, satisfying lenders that mineral processing and the financial returns forecast in any development plan will be achievable from a technical standpoint, arrangement of metal sales agreements and the pricing and terms of such agreements, cost trends and availability of mining and processing equipment as well as operating materials and services necessary to develop and operate the properties, existing environmental and reclamation commitments, compliance with any additional government requirements or approvals associated with project development and operation, political unrest, geopolitical developments, and the relative competitive position of existing and prospective cobalt and nickel projects worldwide. Other significant factors affecting development of the Nkamouna Project include operating the Nkamouna Project through GeoCam as a separate Cameroonian entity, GeoCam’s ability to recruit, train and retain a stable local workforce and qualified mining professionals manage mine development, construction and operation, and the logistical challenges of operating the project in a relatively undeveloped, remote area in Cameroon.

We are the majority shareholder of GeoCam; however, as a matter of policy, we do not take major strategic actions at GeoCam without general concurrence by the minority shareholders. We view a good working relationship with the minority shareholders of GeoCam as imperative to the future success of the Nkamouna Project. Two of five GeoCam directors are appointed by the minority shareholders.

Capital Resources and Liquidity

At December 31, 2009 we had approximately $49.2 million of cash and cash equivalents on a consolidated basis, a decrease of approximately $15 million from December 31, 2008. Approximately $5.3 million in additional capital was paid to GeoCam by unaffiliated minority shareholders in 2009. Our cash is invested in U.S. dollar (“US$”) deposits and highly liquid money market funds, and GeoCam’s funds are held in the Cameroon branch of a large international bank. The money market funds in which we invested have not experienced losses during the recent financial crisis.

We do not anticipate generating revenue until operations at the Nkamouna Project begin. We believe that our cash resources will satisfy our capital and liquidity requirements at least through 2010 or longer, depending on GeoCam’s level of activity. We will be obligated to fund 60.5% of the future GeoCam cash requirements as specified in the GeoCam shareholder agreement. We anticipate that $10.5 million of our available cash will be used to meet our share of anticipated operating expenses in Cameroon in 2010. This amount will be determined by operating expenses during the last half of the year at the Nkamouna Project.

We expect our 2010 general and administrative expenses in the United States to total approximately $7.0 million, and that we will expend up to $3.5 million additional amounts for acquisition and exploration of mineral properties, or investment in other resource entities, in the United States and elsewhere in 2010. We expect that a significant portion of our cash resources will be expended or committed for these purposes through 2010 or later and that our cash balances will continue to decrease from quarter to quarter.

The GeoCam capital increases are funded by the shareholders of GeoCam in accordance with the respective ownership interests prior to the capital increase.

By year-end 2009, all but approximately $3.1 million of the 2008 $67 million capital increase had been called, and the balance was called in February 2010, of which we paid approximately $1.8 million. We will be obligated to fund 60.5% of the remaining GeoCam capital increases when cash calls are made and the unaffiliated minority shareholders will be obligated to fund the balance. We expect that the total GeoCam 2010 budget will be approximately $17.4 million of which approximately $11.0 million will be subject to further capital increases to be approved by shareholders and funded as called by the GeoCam Board.

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Any future project debt financing for the Nkamouna Project will likely require GeoCam and its shareholders to furnish at least 40% of the total estimated capital, cost overruns and initial operating costs. Accordingly if the Nkamouna Project is to be developed, we may be obligated to contribute our proportionate share of capital prior to funding of project debt financing. Based on the current capital cost estimates for the Nkamouna Project, we do not expect to have sufficient cash available to satisfy this obligation at the time it will be required. Our ability to raise required additional capital for this purpose will depend on a number of factors that are partly or wholly outside of our control, including the disruptions of world-wide financial and other markets in 2008 and 2009 that are likely to continue to make it difficult for the Company, the minority shareholders and GeoCam to obtain the required equity financing. Terms of such financing, if available, may be dilutive to present stockholders.

During 2010 GeoCam expects to operate within a total budget of approximately $17.4 million, reflecting the technical evaluation and pilot testing currently underway aimed at reducing technical risk and improving estimated economic performance of the Nkamouna Project.

We also expect to complete other exploration activities commenced in 2008 and 2009 in the United States and elsewhere, for which we plan to spend approximately $3.5 million.

Based on our current budgeted 2010 expenditures, we anticipate that our year end cash and cash equivalents will be approximately $27 to $28 million.

Neither the Company nor GeoCam has any material debt or other similar obligations or commitments, and we believe that our present capital resources will be sufficient to satisfy the capital and liquidity requirements described above through at least the middle of 2010. We have no standby financing arrangements currently in place.

Off-Balance Sheet Arrangements

We have no off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

Results of Operations

2009 compared to 2008

We have no material current revenue and expect to continue to generate losses and negative cash flows from operations for the foreseeable future.

We had a net consolidated loss of $16.3 million for the year ended December 31, 2009, a reduction of $10.6 million from the net loss of $26.9 million in 2008. The decrease in the loss in 2009 was mainly due to lower exploration expenses in Cameroon.

For 2009, our exploration costs decreased by $16.5 million to $11.0 million compared to $27.5 million for the prior year, mainly as a result of reduced exploration activity in Cameroon (including consulting activity on the Nkamouna project conducted in the United States). In 2009 property evaluation costs included in exploration costs decreased by $13.7 million and exploration office costs decreased by $2.8 million in Cameroon as we wound down our 2008 drilling and associated activity at the Nkamouna and Mada deposits.

General and Administrative expenses in the United States increased by $1.8 million to $8.2 million compared to $6.4 million in 2008. The increase is largely due to increased professional fees and salary expense as we had more employees in 2009. The remainder of the increase in 2009 was mainly related to additional insurance and Denver office expenses, none of which were paid in 2008.

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Stock compensation expense decreased approximately $1.5 million to $1.0 million compared to $2.5 million in 2009. In both 2009 and 2008 we made annual grants of options under the Stock Option Plan to officers, directors and employees. The 2009 decrease was the result of a lower number of options than in 2008 with a lower estimated fair value than the fair value of the 2008 options.

Interest income decreased to $0.1 million in 2009 compared to $1.1 million in 2008 because interest rates we received on our cash investments were significantly lower in 2009 and utilization of $15 million cash.

Depreciation was $0.5 million higher in 2009, reflecting a larger number of vehicles and the equipment at GeoCam that was purchased during 2008.

2008 Compared to 2007:

We had a consolidated net loss of $26.8 million for the year ended December 31, 2008 compared to a net loss of $7.8 million in 2007. The increase in the loss in 2008 was due to higher operating and exploration expenses, both in Cameroon and in the United States, as we had no revenue other than interest income, which declined as described below. Because we had anticipated commencement of mine construction at the Nkamouna Project beginning in 2009, we began to undertake additional pre-construction activities, and to increase staffing and infrastructure at GeoCam in 2008. All expenditures in Cameroon are recorded as exploration costs as incurred.

For the year ended December 31, 2008, our consolidated exploration costs increased 199%, or $18.3 million, to $27.4 million compared to $9.2 million for the prior year. This increase was primarily due to an increase of $19.9 million in exploration costs in GeoCam. Exploration costs in Cameroon are categorized in four components: property evaluation, metallurgical studies, exploration office costs and property surface area tax. Of the GeoCam exploration costs, $18.8 million was property evaluation expenses in 2008 compared to $4.2 million in 2007, $0.4 million was metallurgical studies compared to $0.5 million in 2007, and $7.1 million was exploration office costs compared to $3.4 million in 2007. Surface taxes did not change materially in 2008. These increases were consistent with the plans to begin construction and reflect the increased level of activities at GeoCam, particularly during the last half of the year. The 2008 property evaluation expense increase was largely due to the $10.5 million for the Optimization Study and preliminary front end engineering and design (FEED) costs for the mine and processing build-out which was commenced before the Optimization Study was completed. Approximately $1.2 million of these expenses was unpaid at year end. These 2008 property evaluation expenses compare to approximately $2.2 million expended in 2007 for the initial feasibility study and related evaluation completed in November 2007. The property evaluation expenses for 2008 were reduced by a foreign exchange gain of approximately $1.3 million.

Increases in GeoCam exploration office costs were due to the hiring of additional personnel. GeoCam employees increased from 14 full time employees and 119 contract workers at year end 2007 to 32 full time employees and 213 contract workers at year end. The employees at year end 2008 include several full time experienced managers for whom relocation and housing expenses were significant. GeoCam also purchased construction and transportation equipment and other fixed assets and supplies at the Nkamouna Project site, and completed some temporary housing for employees. Exploration office costs also included the requisite expansion of the supporting infrastructure for the advancement of the Nkamouna Project.

We had approximately $1.1 million of exploration costs in the United States, compared to $0.9 million in 2007, an increase of $0.2 million. We engaged additional consultants and continued uranium leasing and mining claim staking during the first nine months of 2008. Also, we acquired additional exploratory properties in Arizona and conducted preliminary exploration activities there during the year. In the fourth quarter we had limited lease acquisition and mining claim staking expenses due to a reduction of our uranium property acquisition activities in the second half of the year.

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Interest income decreased 67% to $1.1 million in 2008 from $3.2 million in 2007 because interest rates we received on our cash investments were significantly lower in 2008 and we used more of our cash throughout the year.

For the year ended December 31, 2008, general and administrative expense increased 91% or $3.0 million to $6.3 million, compared to $3.3 million in the same period last year and compared to $1.6 million in 2006. The 2008 increase was due to increases in several categories. We had a small increase in the number of employees, and salary expense increased to $3.0 million in 2008 from $1.5 million in 2007, reflecting salary increases made in 2007 that were in effect for all of 2008. We also opened a new headquarters office in Denver, Colorado, and had associated relocation, insurance, telecommunications and travel costs. The $0.7 million of relocation costs included lease payments for the new space, moving office furniture and files, purchase of furniture and equipment for the new offices, installation and integration of the telecommunication systems, and relocation of two officers from Grand Junction to Denver. The employee relocation costs covered transportation and moving expenses as well as assistance in selling residential properties. We also incurred higher insurance expenses, and professional fees and expenses and consulting fees.

General and Administrative expenses for 2008 also include approximately $0.3 million of GeoCam’s 2008 advances to GeoAid, a non-profit entity that provides services to GeoCam in connection with GeoCam’s environmental obligations for the Nkamouna Project. Geovic accepted this transfer due to deficiencies in the documentation for certain expenditures made by GeoAid on behalf of GeoCam during the year while GeoAid was managed by an outside consultant to Geovic.

Stock-based compensation increased 19% to $2.5 million in 2008 from $2.1 million in 2007, due to options granted early in the year at higher estimated values, options granted to new employees during the year and warrants and options granted to consultants.

Our interest and bank charges increased $0.2 million in 2008 reflecting approximately $0.1 million in interest charges paid by GeoCam to a minority shareholder of GeoCam in connection with a two month bridge loan made to GeoCam before the GeoCam capital increase was completed. Depreciation expense increased 150% to $0.2 million primarily because GeoCam had more fixed assets in 2008 than in 2007 and we had more office furniture and equipment in Grand Junction and Denver.

We wrote off approximately $3.2 million of our mineral properties at year end 2008. Beginning in 2007, we had capitalized the acquisition cost of uranium mineral properties we leased in Colorado, Wyoming and Arizona. The capitalized acquisition costs of these properties were approximately $2.8 million in 2007 and $0.4 million in 2008. We took this impairment charge due to the reduction in uranium prices and industry prospects during the fourth quarter of 2008. It was our decision to pursue other exploration and development opportunities with nearer term potential and to abandon our plans to further explore and develop the uranium mineral properties in the foreseeable future. The leases extend through 2017 or longer.

Our loss for the year was reduced by $11.5 million that was allocated to the unaffiliated minority shareholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to Registrant.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial information is included as part of this Annual Report on Form 10-K.

	Page
Consolidated Financial Statements:
Reports of Independent Registered Public Accounting Firms	F-2
Consolidated Balance Sheets at December 31, 2009 and 2008	F-5
Consolidated Statements of Operations for the Years Ended December 31, 2009, 2008 and 2007	F-6
Consolidated Statements of Stockholders’ Equity for the Years Ended December  31, 2009, 2008 and 2007	F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007	F-8
Notes to Consolidated Financial Statements	F-9

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There were no changes in or disagreements with accountants on accounting and financial disclosure during the last three fiscal years.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Geovic maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and 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 regarding required disclosure.

Our management is responsible for establishing and maintaining our disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer participated with our management in evaluating the effectiveness of our disclosure controls and procedures as of December 31, 2009.

Based on our management’s evaluation (with the participation of our Chief Executive Officer and Chief Financial Officer), our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2009 our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and 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 regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f), to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the design and operational effectiveness of our internal control over financial reporting as of December 31, 2009 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

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Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect our disclosure controls or our internal control over financial reporting will prevent or detect all errors or all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Management’s assessment identified no material weaknesses in our internal control over financial reporting as of December 31, 2009

Therefore, our management concluded that, as of December 31, 2009, our internal control over financial reporting was effective. The effectiveness of our internal control over financial reporting as of December 31, 2009 was audited by Ernst & Young LLP, our independent registered public accounting firm as stated in their report which is included herein.

Management’s Remediation Initiatives During 2009

In Management’s Report on Internal Control over Financial Reporting included in our Annual Report of Form 10-K for the year ended December 31, 2008, our management concluded that there were material weaknesses in our internal control. During 2009, we devoted efforts to correct these deficiencies and improve the design and operational effectiveness of our system of internal controls over financial reporting. During 2009, we undertook the following measures to enhance internal control over monthly, quarterly and year-end financial reporting:

• Engaged additional resources in the United States and Cameroon with the appropriate depth of experience for our accounting, finance and information technology departments to help ensure the preparation of interim and annual financial statements in accordance with U.S. GAAP, to enable a proper segregation of duties, and to assist in a controlled close of each reporting period;

• Engaged a registered public accounting firm to assist management in the creation of a robust risk assessment process to identify areas requiring the implementation of control activities, to help establish enhanced controls and procedures and to assist our management to assess the effectiveness at year end;

• Moved all Company accounting operations to our Denver head office from the branch office in Grand Junction, Colorado;

• Documented accounting policies and procedures to ensure that accounting personnel in the U.S. and Cameroon have sufficient guidance to appropriately process entries and monitor purchase orders; maintain, reconcile, review and approve account entries and balances; complete monthly and quarterly closings appropriately; adequately monitor control activities over financial reporting, and as appropriate provide information to the U.S. head office thoroughly and timely to enable streamlined consolidated close processes.

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• Continued to implement a new automated accounting system to streamline the close process, improve the timeliness of information from GeoCam, implement more automated controls, and provide integration of sub-ledgers to the general ledger.

• Engaged an experienced full-time Controller and a Senior Accountant to oversee our consolidated accounting operations and formalize documented accounting processes and procedures.

• Formalized educating and communicating to all personnel on the responsibilities and importance of adherence to internal controls over financial reporting.

These actions remediated the material weakness reported at year end 2008.

Changes in Internal Control over Financial Reporting

During 2009 the Company implemented the remediation initiatives discussed above. Management has evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, whether any changes in our internal control over financial reporting that occurred during our last fiscal quarter have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on the evaluation, management has concluded that no changes in our internal control over financial reporting have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

We have no information to report pursuant to Item 8B.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated herein by reference to the 2010 Proxy Statement for the Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days subsequent to December 31, 2009. Certain information concerning our executive officers is included immediately before Item 4.

Item 11. Executive Compensation

The information required by this item is incorporated herein by reference to the 2010 Proxy Statement for the Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days subsequent to December 31, 2009.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stock holder Matters

The information required by this item is incorporated herein by reference to the 2010 Proxy Statement for the Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days subsequent to December 31, 2009.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated herein by reference to the 2010 Proxy Statement for the Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days subsequent to December 31, 2009.

Item 14. Principal Accounting Fees and Services

The information required by this item is incorporated herein by reference to the 2010 Proxy Statement for the Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days subsequent to December 31, 2009.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this Form 10-K

1. Financial Statements and Supplementary Data

	Page
Reports of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets at December 31, 2009 and 2008	F-5
Consolidated Statements of Operations for the Years Ended December 31, 2009, 2008 and 2007	F-6
Consolidated Statements of Stockholders’ Equity for the Years Ended December  31, 2009, 2008 and 2007	F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007	F-8
Notes to Consolidated Financial Statements	F-9

2. Financial Statement Schedules (not applicable)

(b) See Exhibit Index below

(c) Not applicable

Exhibits

The following exhibits are filed as part of this Annual Report:

Exhibit Number	Description
3.1	Certificate of Domestication of the Registrant, dated November 21, 2006, incorporated by reference to Exhibit 3.1 to Form 10 Registration Statement filed May 14, 2007.
3.2	Certificate of Incorporation of the Registrant, dated November 21, 2006, incorporated by reference to Exhibit 3.2 to Form 10 Registration Statement filed May 14, 2007.
3.3	Bylaws of Registrant, incorporated by reference to Exhibit 3.3 to Form 10 Registration Statement filed May 14, 2007.
4.2	Warrant Indenture dated December 1, 2006 between Geovic Mining Corp and Pacific Corporate Trust Company, incorporated by reference to Exhibit 4.2 to Form 10 Registration Statement filed May 14, 2007.
4.3	Warrant Indenture dated March 1, 2007 between Geovic Mining Corp and Pacific Corporate Trust Company, incorporated by reference to Exhibit 4.3 to Form 10 Registration Statement filed May 14, 2007.
4.4	Warrant Indenture dated April 20, 2007 between Geovic Mining Corp and Pacific Corporate Trust Company, incorporated by reference to Exhibit 4.4 to Form 10 Registration Statement filed May 14, 2007.
4.5	Geovic Mining Corp. Audit Committee Charter Adopted April 30, 2007, incorporated by reference to Exhibit 4.5 to Form 10 Registration Statement filed May 14, 2007.
10.1	Finders Fee Agreement Between Geovic, Ltd. (Geovic) and Gregg J. Sedun (Sedun) Effective December 1, 2005, incorporated by reference to Exhibit 10.2 to Form 10 Registration Statement filed May 14, 2007.

55

Exhibit Number	Description
10.2	Independent Contractor Agreement between Geovic, Ltd. and Mineral Services, LLC, as amended and restated effective June 15, 2009.*
10.3	Amendment No. 1 to Independent Contractor Agreement between Geovic, Ltd. and Mineral Services, LLC, as amended and restated effective December 31, 2009.*
10.4	Republic of Cameroon Mining Permit Decree, Dated April 11, 2003, incorporated by reference to Exhibit 10.4 to Form 10 Registration Statement filed May 14, 2007.
10.5	Mining Convention Between The Republic of Cameroon and Geovic Cameroon, S.A., dated July 31, 2002, incorporated by reference to Exhibit 10.5 to Form 10 Registration Statement filed May 14, 2007.
10.6	Geovic Cameroon Plc Shareholders Agreement, dated April 9, 2007, incorporated by reference to Exhibit 10.6 to Form 10 Registration Statement filed May 14, 2007.
10.7	Exclusive Option Agreement between Geovic, Ltd. and William A. Buckovic dated April 24, 2006, incorporated by reference to Exhibit 10.7 to Form 10 Registration Statement filed May 14, 2007.
10.8	Amendment No. 1 to Exclusive Option Agreement between Geovic, Ltd. and William A. Buckovic dated March     , 2010.*
10.9	Executive Employment Agreement of William A. Buckovic, dated January 1, 2008, including amendment effective January 1, 2010.*
10.10	Executive Employment Agreement of David C. Beling, dated January 1, 2008, including amendment effective January 1, 2010.*
10.11	Executive Employment Agreement of John Sherborne Jr., dated January 1, 2008, including amendment effective January 1, 2010.*
10.12	Executive Employment Agreement of Greg Hill, dated January 1, 2008, including amendment effective January 1, 2010.*
10.13	Executive Employment Agreement of Barbara A. Filas, dated February 16, 2009, including amendment effective January 1, 2010.*
10.14	Executive Employment Agreement of Alan W. Peryam, dated October 1, 2008, including amendment effective January 1, 2010.*
10.15	Executive Employment Agreement of Gary R. Morris, dated January 1, 2007, including amendment effective January 1, 2010.*
10.16	Executive Employment Agreement of Conrad B. Houser, dated September 1, 2008, including amendment effective January 1, 2010.*
10.17	Executive Employment Agreement of Shelia I. Short, dated January 1, 2007, including amendment effective January 1, 2010.*
10.18	Executive Employment Agreement of Diane M. Hartnett, dated June 22, 2009.*
10.19	Geovic Mining Corp. Second Amended and Restated Stock Option Plan, as amended June 15, 2009, incorporated by reference to Exhibit 99.1 to Form 8-K filed June 18, 2009,
10.20	Agreement on Settlement of Governance and past Financial Situation of Geovic Cameroon PLC dated 31 December 2007, incorporated by reference to Exhibit 10.19 to Form 10-K filed March 31, 2008.

56

Exhibit Number	Description
10.21	Contract for Professional and Technical Services between Geovic Cameroon Plc and Geovic, Ltd., effective January 1, 2009, incorporated by reference to Exhibit 10.25 to Form 10-K filed March 14, 2009.
10.22	Revised Code of Business Conduct and Ethics for Geovic Mining Corp., as amended December 11, 2009.*
10.23	Charter of Compensation Committee for Geovic Mining Corp., incorporated by reference to Exhibit 10.22 to Form 10-K filed March 31, 2008.
10.24	Charter for Nominating and Corporate Governance Committee for Geovic Mining Corp., incorporated by reference to Exhibit 10.23 to Form 10-K filed March 31, 2008.
10.26	Contract for Professional and Technical Services between Geovic Cameroon Plc and Geovic, Ltd., effective January 1, 2009, incorporated by reference to Exhibit 10.25 to Form 10-K filed March 16, 2009.
10.27	Amendment to office Lease Agreement with CCP/MS SSIII Denver Tabor Center I Property Owner LLC, dated effective January 8, 2010.*
10.28	Professional Services Agreement between Geovic Cameroon PLC and Lycopodium Minerals Pty. Ltd., dated December 2, 2009.*
10.29	Office Lease Agreement between CCP/MS SSIII Denver Tabor Center I Property Owner LLC and Geovic Mining Corp. dated August 21, 2008, incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K filed October 8, 2008.
10.30	Whistle-Blower Policy adopted December 21, 2009.*
21	Subsidiaries of the Registrant.*
23.1	Consent of Ernst & Young LLP (United States).*
23.2	Consent of Ernst & Young LLP (Canada).*
23.3	Consent of SRK Consulting (U.S.), Inc.*
23.4	Consent of Pincock Allen & Holt.*
31.1	Rule 13A-14(A) Certification of CEO.*
31.2	Rule 13A-14(A) Certification of CFO*.
32.1	Section 1350 Certification—CEO.*
32.2	Section 1350 Certification—CFO.*

* Filed herewith.

57

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on March 30, 2010.

Geovic Mining Corp.
Registrant
By:	/S/    JOHN E. SHERBORNE
Name:	John E. Sherborne
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant in the capacities indicated and on the dates indicated.

Signature	Title	Date
/S/    JOHN E. SHERBORNE         John E. Sherborne	Chief Executive Officer and Director (Principal Executive Officer)	March 30, 2010
/S/    WILLIAM A. BUCKOVIC         William A. Buckovic	Executive, President and Director	March 30, 2010
/S/    GREG HILL         Greg Hill	Chief Financial Officer (Principal Financial Officer)	March 30, 2010
/S/    DIANE HARTNETT         Diane Hartnett	Controller (Principal Accounting Officer)	March 30, 2010
/S/    ROBERT J. (DON) MACDONALD         Robert J. (Don) MacDonald	Director	March 30, 2010
/S/    MICHAEL T. MASON         Michael T. Mason	Director	March 30, 2010
/S/    WADE NESMITH         Wade Nesmith	Director	March 30, 2010
/S/    GREGG SEDUN         Gregg Sedun	Director	March 30, 2010
Michael A. Goldberg	Director	March     , 2010
/S/    JOHN T. PERRY         John T. Perry	Director	March 30, 2010

58

Consolidated Financial Statements

Geovic Mining Corp.

(an exploration stage company)

December 31, 2009

(Stated in U.S. dollars)

F-1

Geovic Mining Corp.

(an exploration stage company)

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

Geovic Mining Corp.

We have audited the accompanying consolidated balance sheets of Geovic Mining Corp. and subsidiaries as of December 31, 2009 and 2008 and the related consolidated statements of operations, shareholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Geovic Mining Corp. and subsidiaries at December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, the Company adopted Financial Accounting Standards Board Standard No. 160, Non-controlling Interests in Consolidated Financial Statements (codified in FASB ASC Topic 810, Consolidation) effective as of January 1, 2009 and retrospectively adjusted its consolidated financial statements for the years ended December 31, 2008, and 2007 presented herein.

As discussed in Note 1 to the consolidated financial statements, the Company adopted Emerging Issues Task Force 07-5, Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock (codified in FASB ASC Topic 815, Derivatives and Hedging) effective as of January 1, 2009 and adjusted its accounting for its consolidated financial statements for the year ended December 31, 2009 presented herein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Geovic Mining Corp.’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 30, 2010 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Denver, Colorado

March 30, 2010

F-2

Geovic Mining Corp.

(an exploration stage company)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Geovic Mining Corp.

We have audited Geovic Mining Corp.’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Geovic Mining Corp.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Geovic Mining Corp. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Geovic Mining Corp. as of December 31, 2009 and 2008 and the related consolidated statements of operations, cash flows and changes in stockholders’ equity for the years then ended of Geovic Mining Corp. and our report dated March 30, 2010 expressed an unqualified opinion thereon.

/s/ Ernst and Young LLP

Denver, Colorado

March 30, 2010

F-3

Geovic Mining Corp.

(an exploration stage company)

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Geovic Mining Corp.

(an exploration stage company)

We have audited the accompanying consolidated balance sheets of Geovic Mining Corp. and subsidiaries (an exploration stage company) (the “Company”) as of December 31, 2007, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Geovic Mining Corp. and subsidiaries (an exploration stage company) as of December 31, 2007, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Chartered Accountants

Vancouver, Canada

March 28, 2008

F-4

Geovic Mining Corp.

(an exploration stage company)

CONSOLIDATED BALANCE SHEETS

(In thousands)

	December 31,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	49,153		$	64,184
Income tax receivable [note 12]		—			458
Prepaid expenses		462			444
Other		197			541
Total current assets		49,812			65,627
Property, plant and equipment, net [note 5]		4,298			4,742
Deposits		19			23
Other		—			132
Total assets	$	54,129		$	70,524
LIABILITIES
Current liabilities:
Accrued liabilities and other payables	$	3,423		$	5,176
Total current liabilities		3,423			5,176
Other liabilities		682			1,023
Related party payable [note 14 (c)]		328			152
Share-based payment liability [note 9]		791			—
Total liabilities		5,224			6,351
EQUITY
Common stock, par value of $0.0001, 200 million shares authorized and 103.1 million and 102.9 million shares issued and outstanding in 2009 and 2008, respectively		10			10
Additional paid-in capital		107,625			106,648
Stock purchase warrants [note 9]		1,078			15,748
Deficit accumulated during the exploration stage		(69,673	)		(67,377	)
Total stockholders’ equity		39,040			55,029
Noncontrolling interest [note 11]		9,865			9,144
Total equity		48,905			64,173
Total liabilities and stockholders’ equity	$	54,129		$	70,524

The accompanying notes are an integral part of these financial statements

F-5

Geovic Mining Corp.

(an exploration stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

	Years ended December 31,									Unaudited period from Nov. 16, 1994 (inception) to Dec. 31, 2009
	2009			2008			2007
EXPENSES (INCOME)
Exploration costs [note 4]	$	10,966		$	27,464		$	9,189		$	61,860
General and administrative		8,236			6,382			3,276			23,494
Stock based compensation [note 7-8]		972			2,466			2,111			17,073
Change in fair value of warrants [note 8]		116			—			—			116
Interest and bank charges		55			152			59			294
Depreciation		734			244			76			1,758
Mineral property impairment		—			3,244			—			3,244
Total expenses		21,079			39,952			14,711			107,839
Interest income		(112	)		(1,132	)		(3,235	)		(4,790	)
Net loss before income taxes		(20,967	)		(38,820	)		(11,476	)		(103,049	)
Income tax expense (benefit) [note 12]		(75	)		(436	)		(414	)		(65	)
Consolidated net loss		(20,892	)		(38,384	)		(11,062	)		(102,984	)
Less: Net loss attributed to the noncontrolling interest		(4,601	)		(11,501	)		(3,214	)		(19,316	)
Net loss attributed to Geovic	$	(16,291	)	$	(26,883	)	$	(7,848	)	$	(83,668	)
Net loss per share	$	(0.16	)	$	(0.26	)	$	(0.09	)
Weighted average shares outstanding		103,016,274			102,398,897			92,046,871

The accompanying notes are an integral part of these financial statements

F-6

Geovic Mining Corp.

(an exploration stage company)

CONSOLIDATED STATEMENTS OF

STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

	Preferred Stock				Common Stock			Additional paid-in capital			Stock Purchase Warrants			Noncontrolling
	Shares		Amount		Shares	Amount								Deficit			Interest			Total
Balance, December 31, 2006	6,000,000		1		62,142,943		6		37,282			3,075			(32,646	)		—			7,718
Conversion of preferred stock to common stock [note 8]	(6,000,000	)	(1	)	6,000,000		1		—			—			—			—			—
Issuance of common stock	—		—		31,184,206		3		67,157			—			—			—			67,160
Stock purchase warrants issued [note 9]	—		—		—		—		—			13,093			—			—			13,093
Share issue costs	—		—		—		—		(5,001	)		—			—			—			(5,001	)
Stock options exercised [note 7]	—		—		1,100,978		—		144			—			—			—			144
Stock purchase warrants exercised [note 9]	—		—		862,285		—		2,307			(420	)		—			—			1,887
Stock based compensation [note 7]	—		—		—		—		2,111			—			—			—			2,111
Noncontrolling interest contribution	—		—		—		—		—			—			—			5,092			5,092
Net loss for year	—		—		—		—		—			—			(7,848	)		(3,214	)		(11,062	)
Balance, December 31, 2007	—		—		101,290,412	$	10	$	104,000		$	15,748		$	(40,494	)	$	1,878		$	81,142
Stock purchase warrants exercised [note 9]	—		—		7,834		—		—			—			—			—			—
Stock options exercised [note 7]	—		—		1,645,200		—		182			—			—			—			182
Stock based compensation [note 7]	—		—		—		—		2,466			—			—			—			2,466
Noncontrolling interest contribution	—		—		—		—		—			—			—			18,767			18,767
Net loss for year	—		—		—		—		—			—			(26,883	)		(11,501	)		(38,384	)
Balance, December 31, 2008	—		—		102,943,446	$	10	$	106,648		$	15,748		$	(67,377	)	$	9,144		$	64,173
Cumulative effect of adoption of ASC 815-40 [note 8]	—		—		—		—		—			(14,670	)		13,995			—			(675	)
Stock options exercised [note 7]	—		—		130,600		—		6			—			—			—			6
Stock based compensation [note 7]	—		—		—		—		971			—			—			—			971
Noncontrolling interest contribution	—		—		—		—		—			—			—			5,322			5,322
Net loss for year	—		—		—		—		—			—			(16,291	)		(4,601	)		(20,892	)
Balance, December 31, 2009	—		—		103,074,046	$	10	$	107,625		$	1,078		$	(69,673	)	$	9,865		$	48,905

The accompanying notes are an integral part of these financial statements

F-7

Geovic Mining Corp.

(an exploration stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Years ended December 31,									Unaudited period from Nov. 16, 1994 (inception) to Dec. 31, 2009
	2009			2008			2007
OPERATING ACTIVITIES
Consolidated net loss	$	(20,892	)	$	(38,384	)	$	(11,062	)	$	(102,984	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		734			244			76			1,758
Stock-based compensation expense		972			2,466			2,111			17,073
Change in fair value of warrants		116			—			—			116
Mineral property impairment		—			3,244			—			3,244
Changes in non-cash operating working capital:
(Increase) decrease in income tax receivable		458			(54	)		(404	)		—
(Increase) in prepaid expenses		(18	)		(283	)		(78	)		(462	)
Decrease (increase) in other assets		475			(324	)		(342	)		(88	)
(Increase) decrease in deposits		4			34			8			(128	)
Increase (decrease) in accrued liabilities and other payables		(1,753	)		3,623			640			3,423
Increase (decrease) in income tax payable		—			—			(860	)		—
Increase (decrease) in other liabilities		(341	)		782			—			682
Increase in related party payables		176			152			—			328
Cash used in operating activities		(20,069	)		(28,500	)		(9,911	)		(77,038	)
INVESTING ACTIVITIES
Purchases of property, plant and equipment		(290	)		(4,323	)		(538	)		(6,057	)
Acquisition of mineral leases		—			(421	)		(2,822	)		(3,244	)
Cash used in investing activities		(290	)		(4,744	)		(3,360	)		(9,301	)
FINANCING ACTIVITIES
Noncontrolling interest contribution		5,322			18,767			5,092			29,181
Cash paid to rescind exercise of stock options		—			—			—			(15	)
Proceeds from issuance of common stock and preferred stock		—			—			67,158			95,589
Proceeds from issuance of stock purchase warrants		—			—			13,093			16,168
Proceeds from exercise of stock options and stock purchase warrants		6			182			2,034			2,314
Stock issue costs		—			—			(5,001	)		(7,745	)
Cash provided by financing activities		5,328			18,949			82,376			135,492
Net increase (decrease) in cash and cash equivalents		(15,031	)		(14,295	)		69,105			49,153
Cash and cash equivalents, beginning of year		64,184			78,479			9,374			—
Cash and cash equivalents, end of year	$	49,153		$	64,184		$	78,479		$	49,153
SUPPLEMENTAL INFORMATION
Taxes Paid	$	—		$	—		$	850		$	—

The accompanying notes are an integral part of these financial statements

F-8

Geovic Mining Corp.

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

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 mining exploratory stage since its inception on November 16, 1994. The Company is an exploration stage company in the process of planning to develop its mineral properties through its subsidiaries.

Geovic is engaged in the business of exploring for cobalt, nickel and related minerals through its majority-owned (60%) 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 Pawnee Drilling, LLC, both formed in 2007, Geovic Mineral Sands Corp., formed in 2009 under the laws of the State of Colorado, 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. As of December 31, 2009, Pawnee Drilling, LLC was inactive.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their content. These accounting policies conform to United States generally accepted accounting principles (“US GAAP”) and have been consistently applied in the preparation of the financial statements.

Reclassifications

Certain amounts in prior periods have been reclassified to conform with presentation of 2009, with no effect on previously reported Net Loss or Stockholders’ Equity other than those required by the adoption of new accounting pronouncements.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its more than 50% owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of estimates

The preparation of these financial statements in conformity with US GAAP, requires management to make estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions the Company may undertake in the future. Actual results could differ materially from those estimates.

F-9

Geovic Mining Corp.

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Exploration and development costs

Exploration costs are expensed as incurred. When it has been established that a mineral deposit can be commercially mined and a decision has been made to formulate a mining plan (which occurs upon completion of a positive economic analysis of the mineral deposit), the costs subsequently incurred to develop the mine prior to the start of mining operations will be capitalized. Capitalized amounts may be written down if future undiscounted cash flows, including potential sales proceeds, related to a mineral property are estimated to be less than the carrying value of the property. To date, no amounts have been capitalized in respect of development activities.

Mineral property acquisition costs

Mineral property acquisition costs are capitalized until the viability of the mineral interest is determined. Capitalized acquisition costs are expensed in the period in which it is determined that the mineral property has no future economic value.

Capitalized amounts may be written down if future cash flows, including potential sales proceeds, related to the property are estimated to be less than the carrying value of the property. Management of the Company reviews the carrying value of each mineral property interest periodically, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable, the amount is adjusted.

Stock-based compensation

The Company accounts for its stock-based compensation in accordance with ASC 718 Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation is measured at the grant date based on the value of the awards and the value is recognized on a straight-line basis over the requisite service period (usually the vesting period). ASC 718 requires the recognition of the equity component of deferred compensation as additional paid-in-capital. ASC 718 also requires the Company to estimate forfeitures in calculating the cost related to stock-based compensation as opposed to recognizing these forfeitures and the corresponding reduction in expense as they occur.

Cash and cash equivalents

Cash and cash equivalents consists of liquid investments with an original maturity of 3 months or less.

Property, plant and equipment, net

Property, plant and equipment are stated at cost less depreciation. Depreciation is computed on the straight-line method using the following lives:

Buildings and leasehold improvements	10 to 20 years
Machinery and equipment	5 to 7 years
Vehicles	5 years
Furniture and equipment	5 years

Equipment in transit and buildings under construction are not depreciated until placed into service.

F-10

Geovic Mining Corp.

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Asset Retirement Obligations

The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that results from the acquisition, construction, development or normal use of the assets with a corresponding increase in the carrying amount of the related long-lived asset. This amount is then depreciated over the estimated useful life of the asset. Over time, the liability is increased to reflect an interest element (accretion expense) considered in its initial measurement at fair value. The amount of the liability will be subject to re-measurement at each reporting period. Currently, the Company has no asset retirement obligations.

Income taxes

Deferred income taxes are provided for temporary differences arising from differences between the financial statement amount and tax basis of assets and liabilities existing at each balance sheet date using enacted tax rates anticipated to be in effect when the related taxes are expected to be paid or recovered. A valuation allowance is established if it is more likely than not that a deferred tax asset will not be realized. In determining the need for a valuation allowance, the Company considers projected realization of tax benefits based on expected levels of future taxable income, available tax planning strategies and its overall deferred tax position.

ASC 740-10-25, Accounting for Uncertainty in Income Taxes prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under ASC 740-10-25, a company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. ASC 740-10-25 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Foreign currency translation

The Company and its subsidiaries, all of which are considered to be integrated, use the United States Dollar (“USD”) as their functional currency. The Company accounts for foreign currency transactions in accordance with ASC 830. Current assets and liabilities denominated in foreign currencies are translated into the USD at the rates of exchange prevailing on the balance sheet date. Other nonmonetary consolidated balance sheet items are translated into the USD at the rate prevailing on the respective transaction dates. The resulting foreign exchange gains and losses are included in operations. For 2009, the Company recorded a loss of approximately $125. For 2008 the Company recorded a gain of approximately $1.3 million. The amount was not material in 2007.

Loss per share

Loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the year. Stock options and warrants will be dilutive when the Company has income from continuing operations and when the average market price of the common shares during the period exceeds the exercise price of the options and warrants. For all periods presented, the stock options and warrants have been anti-dilutive and, therefore, not included in the loss per share calculations.

F-11

Geovic Mining Corp.

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

3. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the Financial Accounting Standards Board, or FASB, issued ASC 105, The FASB Accounting Standards Codification ^TM and the Hierarchy of Generally Accepted Accounting Principles. This statement established the Accounting Standards Codification, or ASC, and was effective for interim and annual periods ending after September 15, 2009. The adoption of ASC 105 is reflected throughout the Notes to the Consolidated Financial Statements.

In June 2009, the Company adopted ASC 855-10-05, Subsequent Events. ASC 855-10-05 establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855-10-05 is effective for interim financial periods ending after June 15, 2009. The Company has evaluated subsequent events, the effect of which had no impact on the Company’s financial position or results of operations.

On January 1, 2009, the Company adopted ASC 815-40, Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock. ASC 815-40 was issued in June 2008 by the FASB and clarifies how to determine whether certain instruments or features are indexed to an entity’s own stock. ASC 815-40 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company recorded a cumulative effect of change in accounting principle upon adoption of ASC 815-40. See Note 8 for additional information.

On January 1, 2009, the Company adopted ASC 810-45, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB 51. ASC 810-45 establishes accounting and reporting standards for (1) noncontrolling interests in partially owned consolidated subsidiaries and (2) the loss of control of subsidiaries. ASC 810-45 requires noncontrolling interests (minority interests) to be reported as a separate component of equity. The amount of net income or loss attributable to the noncontrolling interest will be included in consolidated net income or loss on the face of the income statement. In addition, this statement requires that a parent recognize a gain or loss in net income or loss when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. ASC 810-45 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. The Company recorded $4.6 million of net loss attributable to noncontrolling interest for the year ended December 31, 2009, which is reflected in the Company’s consolidated financial statements.

On January 1, 2009, the Company adopted disclosure requirements under ASC 815, Derivatives and Hedging. Companies are required to provide enhanced disclosures about how and why they use derivative instruments, how derivative instruments and related hedged items are accounted for, and how derivative instruments and related hedged items affect their financial position, financial performance, and cash flows. The adoption of the disclosure requirements within this guidance did not have an impact on the Company’s consolidated financial position and results of operations (see Note 10)

4. EXPLORATION COSTS

GeoCam gained exclusive rights to 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 xclusive 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.

F-12

Geovic Mining Corp.

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

The following is a summary of the exploration costs incurred by the Company:

	2009		2008		2007		Unaudited period from Nov. 16, 1994 (inception) to Dec. 31, 2009
Cameroon, Africa:
Property evaluation	$	5,634	$	19,286	$	4,843	$	38,503
Exploration office costs		4,297		7,086		3,423		20,307
		9,931		26,372		8,266		58,810
Other projects:
Colorado and Wyoming		67		788		870		1,725
Arizona		150		219		46		415
Other projects		818		85		7		910
		1,035		1,092		923		3,050
Total Exploration Costs	$	10,966	$	27,464	$	9,189	$	61,860

5. PROPERTY, PLANT AND EQUIPMENT, NET

As of December 31, property, plant and equipment consisted of the following:

	2009			2008
Machinery and equipment	$	3,143		$	950
Vehicles		680			680
Buildings		412			100
Furniture and equipment		1,049			726
Other		73			73
Equipment in transit		141			2,367
Buildings & installations under construction		—			312
		5,498			5,208
Less accumulated depreciation		(1,200	)		(466	)
	$	4,298		$	4,742

6. MINERAL PROPERTY COSTS

During the years ended December 31, 2008 and 2007, the Company, through its wholly-owned subsidiary Geovic Energy Corp. entered into mineral lease agreements with a number of parties in Colorado and Wyoming for cash consideration of $3.2 million. These lease agreements give the Company the right to explore for, develop and produce uranium and other minerals on these properties for periods specified in the agreements which under certain circumstances can be extended. The lease agreements have an initial term of up to 10 years and are generally fully paid in advance. The Company would be required to make royalty payments if it produces minerals from the properties. The mining claims are renewable annually in accordance with United States mining laws. See note 4 for additional expenses associated with these projects.

The Company evaluated alternatives for the development of these properties and, based on the prospects for development of uranium properties and other facts and circumstances, determined that it does not plan to proceed to fully develop these properties at this time or in the relatively near future as was previously anticipated.

F-13

Geovic Mining Corp.

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Therefore, the Company decided to write off the full amount of the uranium mineral property costs as of year end 2008.

7. STOCK BASED COMPENSATION

Stock options

The 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. The Company Option Plan is intended 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 years ended December 31, 2009, 2008 and 2007:

	Options Outstanding						Weighted Average Remaining Contractual Term (Years)	Average Intrinsic Value (000’s)
	Options Available for Grant		Number Outstanding		Weighted Average Exercise Price per Share*
Available and outstanding at December 31, 2006	1,961,114		13,038,886			0.35
Granted	(1,630,000	)	1,630,000			2.44
Exercised	—		(1,100,978	)		0.51
Increase to Company Option Plan	3,700,000		—			—
Available and outstanding at December 31, 2007	4,031,114		13,567,908			0.61
Granted	(2,570,000	)	2,570,000			1.36
Exercised	2,746,178		(1,645,200	)		0.06
Forfeited	48,000		(48,000	)		1.77
Expired	657,790		(657,790	)		1.71
Available and outstanding at December 31, 2008	4,913,082		13,786,918			0.76
Granted	(1,525,000	)	1,525,000			0.58
Exercised	130,600		(130,600	)		0.05
Forfeited	36,000		(36,000	)		1.31
Expired	72,000		(72,000	)		1.81
Available and outstanding at December 31, 2009	3,626,682		15,073,318		$	0.74	6.64	$	3,930
Exercisable at December 31, 2009			12,912,818		$	0.67	6.40	$	3,899
Vested or expected to vest at December 31, 2009			15,043,318		$	0.74	6.63	$	3,929

F-14

Geovic Mining Corp.

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

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

(1) On June 6, 2008, the stockholders approved an amendment to the Company Stock Option Plan to permit stock options that have been exercised to be added back to the plan and become available for re-issue. Previous to 2008, 1,100,978 stock options were exercised. These exercises were added to the 1,645,200 stock options that were exercised during 2008, increasing the available number of options that can be issued under the Company Stock Option Plan by 2,746,178.

The following stock option grants were issued by the Company during the three years ended December 31, 2009, 2008 and 2007 respectively:

• The Company granted 1,525,000 options under the Company Option Plan [2008 – 2,570,000, 2007 – 1,630,000]. The Company recorded compensation expense of $971 relating to vesting of the grants [2008 – $2.5 million, 2007 – $1.5 million]. The options vest 40% upon grant and 30% on each of the first and second anniversaries of the date of grant. As of December 31, 2009, there was $166 of total unrecognized compensation expense related to non-vested stock based compensation granted under the Company Option Plan which is expected to be recognized over a weighted average period of 0.8 years.

• The weighted-average fair value per share of options granted under the Company’s Options Plan during 2009 was $0.34 [2008 – $0.76, 2007 – $1.66]. The total intrinsic value of share options exercised was $56 [2008 – $2.2 million, 2007 – $2.9 million]. The total cash received from the exercise of stock options was $6 [2008 – $100, 2007 – $177].

The fair value of all stock options granted was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions for the years ended December 31:

	2009		2008		2007
Expected dividend	0.00	%	0.00	%	0.00	%
Risk-free interest rate	0.9% - 2.8	%	1.7% - 3.5	%	4.0	%
Expected volatility*	63.4% - 69.4	%	63.5% - 72.6	%	77.8	%
Expected life (in years)	1.7 - 5.5		1.4 - 5.5		5.5

* For the year ended December 31, 2009, volatility was estimated based on combining the Company’s historical volatility with the historical volatilities of certain other comparable exploration stage mining companies. Prior to 2009, volatility was estimated based on the volatility of certain other comparable exploration stage mining companies.

The company estimates expected forfeitures at the grant date and compensation expense is recorded only for those awards expected to vest. The estimate of 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.

F-15

Geovic Mining Corp.

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

8. STOCKHOLDERS’ EQUITY

Preferred stock

The Company is authorized to issue 50 million shares of preferred stock, of which 6 million are designated as Series A convertible preferred stock with a par value of $0.0001. There are no shares of Series A preferred stock or other preferred stock outstanding as of December 31, 2009.

Stock Purchase Warrants

On January 1, 2009, the Company adopted provisions of ASC 815, Derivatives and Hedging. The Company applied the provisions of ASC 815 to its outstanding stock purchase warrants, which resulted in a $14.7 million reduction in stock purchase warrants offset by a $14.0 million reduction in the deficit and established a share-based payment liability of $675. ASC 815 requires the Company to adjust the share-based payment liability to the fair value each reporting period. The fair value adjustment for the stock purchase warrants did not materially affect net loss or loss per share in the consolidated statement of operations for the year ended December 31, 2009.

The following table and related information summarizes the Company’s stock purchase warrants at December 31, 2009 and the stock purchase warrant activity for the three years ended December 31, 2009, 2008 and 2007:

	Number Outstanding		Weighted-Average Exercise Price per Share
Warrants outstanding at December 31, 2006	6,317,204		$	2.53
Issued in Connection with March 7, 2007 Financing	10,800,000			2.55
Issued in Connection with April 27, 2007 Financing	4,792,100			4.48
Exercised	(862,285	)		2.23
Expired	(12,600	)		1.75
Warrants outstanding at December 31, 2007	21,034,419		$	3.00
Issued	300,000			1.24
Exercised	(7,834	)		1.75
Expired	(258,948	)		1.75
Warrants outstanding at December 31, 2008	21,067,637		$	2.99
Expired	(298	)		2.25
Warrants outstanding at December 31, 2009	21,067,339		$	2.99

The Company recorded compensation expense of $1 relating to vesting of grants [2008—$54]. The Company also recorded $116 in 2009 [2008—$0] for the change in the fair value of the warrants that have exercise prices that are denominated in Canadian dollars. As of December 31, 2009, all outstanding warrants were fully amortized.

The warrants outstanding at December 31, 2009 expire as follows: 2,999,996 November 2011; 2,175,243 March and April 2010; 10,800,000 March 2012; 4,792,100 April 2012 and 300,000 June 2011.

F-16

Geovic Mining Corp.

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

9. DERIVATIVE INSTRUMENTS

As part of the provisions of ASC 815 the Company determined that the stock purchase warrants denominated in Canadian dollars are not indexed to its stock, and therefore the value was recorded as a liability.

The Company recorded the following cumulative effect of change in accounting principle:

	Increase/(Decrease)
	Share-Based Payment Liability		Stock Purchase Warrants			Deficit
Balance as of December 31, 2008	$	—	$	15,748		$	(67,377	)
Record January 1, 2009, stock purchase warrants liability fair value		675		—			(675	)
Reclassification of accumulated stock purchase warrant expense		—		(14,670	)		14,670
Cumulative Change in Balances as of January 1, 2009	$	675	$	1,078		$	(53,382	)

Derivative Liabilities

The Company currently does not hold derivative instruments to manage its exposures 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 in the balance sheet 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.

A Black-Scholes option-pricing model was used to obtain the fair value of the Company’s stock purchase warrants using the assumptions described in note 7 at December 31, 2009. The fair value of outstanding derivative instruments not designed as hedging instruments on the accompanying Consolidated Balance Sheet were as follows for the years ended December 31, 2009 and 2008:

Derivative Instruments	Balance Sheet Location	2009		2008
Stock purchase warrants	Share-based payment liabilities	$	791	$	—

The effect of derivative instruments not designed as hedging instruments on the accompanying consolidated statements of operations was immaterial for the year ended December 31, 2009.

10. FAIR VALUE MEASUREMENTS

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. The Company adopted provisions of ASC 820 effective January 1, 2008. Although the adoption of ASC 820 did not materially impact the Company’s financial condition, results of operations or cash flows, additional disclosures related to fair value measurements are required.

F-17

Geovic Mining Corp.

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

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

• Level 2, defined as observable inputs other than Level 1 prices. These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The fair value of the share-based payment liability, is based on unobservable inputs in which little or no market data exists included the fair value of the Company’s stock purchase warrants as described in note 9, therefore it is classified as Level 3. The following table summarizes the change in the fair values of the share-based payment liability categorized as Level 3:

	2009
Beginning balance, December 31, 2008	$	—
January 1, 2009, beginning balance		675
Change in fair value		116
Ending balance	$	791

11. NONCONTROLLING INTEREST

From the inception of the Cameroon project through December 31, 2006, Geovic advanced all operating expenditures on behalf of GeoCam and all such expenditures were consolidated in the accounts of the Company. On April 12, 2007, GeoCam stockholders approved a GeoCam capital increase for 2007 equivalent to approximately $13.5 million. By May 12, 2007 all of the new shares approved for issuance were purchased by or for the accounts of the stockholders of GeoCam, including Geovic, in their respective ownership interests prior to the capital increase.

On September 2, 2008, GeoCam stockholders approved a GeoCam capital increase for 2008 of CFA francs 30.34 billion equivalent to approximately $67.1 million, to be issued in multiple cash calls made by the GeoCam Board of Directors. The capital increase was based on GeoCam’s 2008 budget and Geovic’s pre-2007 capital advances made for GeoCam. The new shares are expected to be purchased by or for the accounts of the stockholders of GeoCam, including Geovic, in their respective ownership interests prior to the capital increase. Through the end of 2008 GeoCam completed two cash calls equivalent to approximately $48.3 million. In these cash calls GeoCam received cash equivalent to approximately $25.2 million and Geovic received credit for approximately $23.1 million of pre-2007 capital advances under the terms of the agreement among the GeoCam stockholders completed at the end of 2007. Of the cash contributions, the Company paid approximately $6.4 million including its investment on behalf of William Buckovic (see note 14(b)) and $18.8 million was paid by the noncontrolling interest.

F-18

Geovic Mining Corp.

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

During the year ended December 31, 2009 GeoCam completed 6 cash calls of the 2008 capital increase, equivalent to approximately $13.5 million. In the cash calls Geovic paid approximately $8.2 million, representing 60.5% of the cash calls and the noncontrolling interest paid cash of approximately $5.3 million.

At December 31, 2009 the remaining cash calls for the 2008 capital increase at current exchange rates are anticipated to be equivalent to approximately $3.1 million and are expected to be completed in early 2010. Geovic’s 60.5% share of such remaining cash calls is expected to be equivalent to approximately $1.8 million.

The noncontrolling interest balance of approximately $9.9 million at December 31, 2009 [2008 – $9.1 million, 2007 – $1.9 million] represents the balance from the capital increases contributed by the noncontrolling interest as described above. The difference between the original amounts contributed and the balance at December 31, 2009 represents the other minority stockholders’ share of the actual expenditures from January 1, 2007 through December 31, 2009.

12. INCOME TAXES

Income taxes

Our income tax benefits consisted of the following (in thousands):

	2009			2008			2007
Current:
United States Federal and State	$	(75	)	$	(436	)	$	(414	)
Foreign		—			—			—
Total current income tax benefits	$	(75	)	$	(436	)	$	(414	)

Reconciliation of statutory tax rates and income tax benefits at those rates to the effective income tax rates and income tax benefits reported in the statement of earnings is as follows (in thousands):

	2009					2008					2007
Tax at US statutory rate	35	%	$	(7,341	)	35	%	$	(13,573	)	35	%	$	(4,016	)
State taxes net of federal benefit				(347	)				(402	)				(316	)
Non-deductible expenses				205					(316	)				2,466
Change in valuation allowance				3,568					(14,557	)				1,412
Foreign tax rate differences				1					—					1
Deferred tax asset true up				—					—					69
Tax holiday				4,077					28,848					—
Other				(238	)				(436	)				(30	)
			$	(75	)			$	(436	)			$	(414	)

The Company’s 60% owned subsidiary, GeoCam, is currently in the exploration phase of mining operations in Cameroon. Due to this status, GeoCam is currently under a tax holiday in Cameroon. Once GeoCam enters the operational phase and for 12 years thereafter, they will be subject to income taxes at 50% of the statutory rate. The tax holiday had no impact on earnings per share for the year ended December 31, 2009 as the deferred tax assets generated by GeoCam, were offset by a full valuation allowance.

F-19

Geovic Mining Corp.

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Deferred income taxes reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their financial reporting basis and are reflected as current or non-current depending on the classification of the asset or liability generating the deferred tax. The deferred tax provision for the periods shown represents the effect of changes in the amounts of temporary differences during those periods.

Significant components of the Company’s deferred tax assets are as follows:

	December 31,
	2009			2008			2007
Deferred income tax assets:
Exploration costs	$	2,372		$	1,999		$	16,315
Net operating loss carryforwards		7,206			4,099			4,739
Accrued Expenses		58			84			—
Stock-based compensation		543			429			114
Excess of capital loss over capital gain		3			3			3
Deferred income tax asset		10,182			6,614			21,171
Valuation allowance		(10,182	)		(6,614	)		(21,171	)
Net deferred income tax asset (liability)	$	—		$	—		$	—

The Company has net operating losses in the United States, France and New Caledonia. As a result, these entities have net deferred tax assets. The Company has provided a valuation allowance to reduce these deferred tax assets based on the uncertainty of generating future taxable income.

The net operating losses available as of December 31, 2009 to offset future taxable income in the United States., France and New Caledonia are $17.1 million, $38 and $179 respectively. The income tax rate for France is 33.33% and the income tax rate for New Caledonia is 35%. The net operating losses generated in the U.S. expire beginning in 2020 if not utilized. The net operating losses generated in France expire beginning in 2013. The net operating losses generated in New Caledonia may be carried forward indefinitely.

Effective January 1, 2007, we adopted ASC Topic 740 (F/K/A FIN 48). In June 2006, the FASB issued ASC Topic 740 to clarify the accounting for income taxes by prescribing a minimum threshold that a tax position is required to meet before being recognized in the financial statements. ASC Topic 740 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting for interim periods, disclosure and transition.

As of December 31, 2009, we had no unrecognized tax benefits and recognized $0 in interest and penalties in income tax expense in accordance with ASC Topic 740.

We are subject to examination by numerous taxing authorities in jurisdictions such as Cameroon, France and the U.S. We are generally no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by taxing authorities for years before 2005.

13. LOSS PER SHARE

Basic loss per share has been computed by dividing the net loss applicable to the Company’s common shareholders by the weighted average number of shares of common stock outstanding during each period.

F-20

Geovic Mining Corp.

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Diluted loss per share is computed by including the dilutive effect of common stock that would be issued assuming exercise of the outstanding stock options and stock purchase warrants. Excluded from the computation of diluted loss per share for the three years ended December 31, 2009, 2008 and 2007 are shares underlying outstanding options because the effect would have been anti-dilutive as the Company incurred losses from continuing operations in each of these periods.

14. RELATED PARTY TRANSACTIONS

[a] In June 2004, Geovic, Ltd., entered into an agreement with Mineral Services, LLC related to project development, technical, financing, and marketing services. Mineral Services, LLC is owned by a person who became a director of the Company on September 27, 2006. Total fees paid to Mineral Services, LLC under the agreement during 2009 were $58 [2008 – $40; 2007 – $43].

[b] Geovic holds an option to acquire the 0.5% ownership interest in GeoCam held by William A. Buckovic, an officer and director of the Company and Geovic. Under the option agreement, Geovic is obligated to pay all GeoCam capital increases on behalf of Mr. Buckovic to maintain his ownership interest in GeoCam. During the year ended December 31, 2009, Geovic paid approximately $67 [2008 – $241] in the cash calls as required under the option agreement (see note 11).

[c] GeoCam entered into a professional and management services contract with Société Nationale d’Investissement du Cameroon (“S.N.I.”), the holder of 20% and representative of other holders of an additional 19.5% of the outstanding shares of GeoCam. The services are for government relations and administrative matters related to project development. GeoCam has expensed $328 during 2009 for these services [2008 – $500].

15. COMMITMENTS AND CONTINGENCIES

[a] In 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. The proceeding remains outstanding, however, the Company believes all contractual and other obligations to the individuals have been satisfied and the current claims have no basis.

[b] In December 2009, GeoCam appointed Lycopodium Minerals Pty Ltd as the engineering contractor to update the Nkamouna feasibility optimization study. The study commenced in January 2010 and is expected to take approximately six months to complete. The Company expects to incur approximately $1.1 million to complete this study, however, the contract can be terminated with appropriate notice.

[c] In December 2009 the Company engaged Standard Chartered Bank of London, UK, as its advisor in connection with the further development and financing of the Nkamouna project. The Company has entered into an agreement to pay a fixed retainer fee of $50 per month and a $0.8 million success fee upon completion. The terms of the agreement are based on the assumption that the completion will occur by December 2010. The agreement can be terminated upon appropriate notice.

F-21

Geovic Mining Corp.

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

[d] The Company is committed to future minimum rent and lease payments under operating lease agreements for office space in Denver and Grand Junction, Colorado, USA, and Yaoundé, Cameroon. The Company leases all its facilities and certain assets under operating leases. Minimum future rental obligations existing under these operating leases at December 31, 2009 are as follows:

2010	$	390
2011		199
2012		193
2013		178
2014 & Thereafter		—

Rent expense for 2009, 2008 and 2007 was $356, $300 and $114, respectively.

[e] On November 8, 2006, Geovic entered into a patent license agreement with Inco Limited (“Inco”) with respect to certain technological processes and equipment related to processing nickel and cobalt. As partial consideration for the agreement, Geovic paid Inco an initial payment of $20. Geovic agreed to pay Inco a royalty based on the net selling price of production, as defined, up to maximum of $0.4 million during each 12 month period subject to a total maximum consideration (exclusive of the initial payment) equal to $2 million.

[f] GeoCam is obligated under its mining permit to provide persons living in the region of the permitted area with social, sports, education and health infra-structure to promote their well being. In 2009 and 2008 this obligation was met by contracting with GeoAid International Inc. (“GeoAid”), a non-profit international humanitarian organization. In 2009 the Company contributed $0.6 million to GeoAid. In 2008, the Company paid $0.2 million to a consultant to serve as the director GeoAid and GeoCam paid approximately $0.9 million in 2008 for services provided on behalf of GeoAid. While the Company is not legally obligated to contribute a specific amount, the Company in 2009 and 2008 was the sole financial contributor to GeoAid.

[g] The Company’s 60% owned subsidiary, GeoCam, entered into purchase orders for mining equipment in 2008 for obligations totaling €615 and deposited €99 toward the purchases. In 2009, GeoCam requested to delay the delivery of the equipment to 2010 or thereafter. The Sellers have indicated a willingness to accept the delay and GeoCam would pay 6% per annum on a portion of the unpaid purchase price of the equipment delayed for delivery. No formal agreement to delay delivery has been completed. No liabilities have been accrued in 2009 for these commitments.

[h] GeoCam received a letter from the Minister of Industry, Mines and Technological Development of the Republic of Cameroon on March 20, 2006 requesting payment of surface area taxes of approximately $500 and a penalty of the same amount for the period from 2003 to 2005. GeoCam has disputed this amount based on its interpretation of the Mining Convention signed on July 31, 2002 that GeoCam is only committed to pay this surface area tax once commercial exploitation begins.

GeoCam has further disputed the amount of surface area subject to tax which reduces the estimated liability to approximately $470.

GeoCam deposited with the Cameroon tax authority approximately $100 on September 30, 2006 corresponding to the surface area tax for 2003. On November 30, 2006, GeoCam deposited with the Cameroon tax authority a further $300 corresponding to the surface area tax for 2004, 2005 and 2006.

GeoCam believes, based on discussions with the litigation department of the Directorate of Taxation, that the litigation procedure whereby GeoCam contests the penalties related to the surface area will be a

F-22

Geovic Mining Corp.

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

productive approach to resolve this matter. On January 17, 2007, GeoCam paid $57, representing approximately 10% of the total contested amount to be paid according to the provisions of the fiscal procedures in force in order to proceed with the litigation procedure.

[i] During the year ended December 31, 2003, Geovic received a grant from the United States Trade and Development Agency (USTDA). The grant reimburses Geovic for 50% of the cost of a feasibility study for GeoCam’s Cameroon mining project. The grant specifies that, if the project is successful, all grant reimbursement proceeds received by Geovic must be paid back to the USTDA. The proceeds would be paid back once project financing is acquired. If the project is unsuccessful, the reimbursement proceeds would be considered a grant and Geovic would not be required to pay back the USTDA. As of December 31, 2009, Geovic has received $330 in grant reimbursement proceeds from the USTDA. The Company has recorded a liability for this obligation as of December 31, 2009 and 2008.

16. SUBSEQUENT EVENTS

The Company has evaluated all events occurring after the December 31, 2009 balance sheet date through the date of issuance of these consolidated financial statements for necessary subsequent event disclosures. No items meet the requirements for subsequent event disclosures.

F-23

EX-10.2

Exhibit 10.2

INDEPENDENT CONTRACTOR AGREEMENT

This AGREEMENT (“Agreement”) dated effective June 15, 2009 is between GEOVIC Ltd. (“Company” or “Geovic”) and Mineral Services, LLC, (“Contractor”) 142 Stratford Avenue, Garden City, New York 11530. The Company and the Contractor are in some places herein referred to individually as a Party and collectively as the Parties.

WHEREAS:

A.	Geovic Mining Corp., corporate parent of Geovic is a publicly owned Delaware Corporation listed on the Toronto Stock Exchange (“TSE”), and;
B.	Contractor is privately owned by Michael Mason, a director of Geovic Mining Corp., provides mineral consulting services to clients, including the types of services specified here ;
C.	Contractor has provided consulting services to Geovic under a Service Agreement effective June 6, 2004 (“2004 Contract”), which the parties intend to terminate effective June 15, 2009 and replace with the Agreement, without further obligations or rights under the 2004 Contract for any of the parties, it being agreed that any and all rights to success fees described in the 2004 contract have been terminated;
D.	All Services of Contractor under this Agreement shall be provided by Michael Mason
E.	Geovic desires to retain the services of the Contractor (“Services”), pursuant to the terms and conditions set forth in this Agreement; and Contractor desires to provide these Services to Geovic, pursuant to the terms and conditions set forth in this Agreement; and
F.	Contractor represents that it is fully experienced, properly qualified, registered, licensed, equipped, organized and financed to perform the Services.

WHEREFORE, IT IS HEREBY AGREED as follows:

1.    Appointment

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	1.1	The Geovic shall engage the Contractor to provide Professional Services as described on Exhibit A attached and incorporated herein by this reference. All prior contracts, agreements or understandings between the parties involving the subject matter of this Agreement are hereby terminated effective June 15, 2009, provided that contractor shall be paid its full quarterly Service fees for the quarter ending June 30, 2009.
	1.2	The Contractor shall perform the Services with the skill, care and judgment customarily expected of a qualified professional in its field.
	1.3	The Geovic shall pay the Contractor (“Contractor Fees”) against delivery of an invoice by the Contractor containing such details of Services as the Geovic shall reasonably request, as follows:
		1.3.1	Fixed Fee. Ten Thousand US dollars ($10,000) per calendar quarter, payable calendar quarterly in arrears;
		1.3.2	Additional Fees. In the event that Contractors services provided to Geovic at its request during a quarter exceed seven (7) days, Contractor shall be entitled to receive $1,500 per each additional day or portion thereof.
		1.3.3	Timeliness of Invoices. Invoices in reasonable detail shall be provided to Geovic within 20 days of each calendar end shall be payable upon receipt.
	1.4	The Contractor’s contact person with the Geovic shall be David Beling, Greg Hill, William A. Buckovic or such other person as may be designated by any of them (a “Contact Person”). Contractor shall keep the Contact Person with whom he may be working on an assigned project well informed regarding the Services and shall promptly respond to any reasonable requests by the Contact Person on behalf of the Geovic.
	1.5	The Contractor shall submit to the Geovic periodic progress reports (no less often than monthly) on the performance of the Services, providing all information, including a detailed daily accounting of the hours spent on various tasks pertaining to the Services, as well as all other information reasonably requested by the Geovic.
2.	Term
	2.1	This Agreement shall be in effect for a period of one year and shall be automatically renewed annually for an additional year unless either party notifies the other that the Agreement shall be terminated at the end of its term, which notice must be given not less than 150 days before expiration.

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3.	Consideration and expenses
	3.1	The Geovic shall pay or reimburse to the Contractor:
		3.1.1	All costs reasonably and properly expended by him on behalf of the Geovic, with the Geovic’s prior approval, for performance of Services, including travel and entertainment expense, if proper documentation of such expenses is received by the Geovic at the earlier of 45 calendar days after incurred by Contractor, or when any regular invoice is submitted by Contractor;
		3.1.2	Lodging and meal costs while Contractor is working at the offices of the Company, if previously approved by Geovic;
		3.1.3	If approved by Geovic, expenses for Contractor’s personal vehicle use shall be at a rate equal to the rate for which the Company reimburses its employees per mile. Non-material expenses incurred by Contractor in connection with performing Services, such as for telephone, fax, postage, computer and other general office expenses of Contractor will be assumed by Contractor.
	All such payments or reimbursements shall be made by Geovic when quarterly invoices are paid, subject such documentation and information as the Geovic shall reasonably require.
4	Information
	4.1	In this Agreement, all Geovic information and data, whether given orally or written, computer file or other permanent form, relating to the Company, its parent corporation, Geovic Cameroon Plc., or other subsidiaries of the Geovic (together the “Group”) and their businesses and assets or any part thereof disclosed or provided to the Contractor and all documents, computer files or other records prepared by the Contractor which contain or are based on any such information or data, and all work product generated by Contractor in providing Services under this Agreement (the “Information”) is proprietary to Geovic.

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4.2	The Contractor shall keep all Information strictly confidential and shall not disclose the Information, in whole or in part, to any person other than directors or employees of the Group, without the prior written consent of the Geovic.
4.3	The Contractor shall not use the Information for any purpose whatsoever other than for the purpose of providing the Services herein, or in connection with Michael Mason’s services as a Director of Geovic Mining Corp.
4.4	The provisions of Clauses 4.2 and 4.3 shall not apply to Information:
	4.4.1	Which at the time of disclosure is available to the public generally;
	4.4.2	Which after disclosure becomes available to the public generally, other than by reason of a breach by the Contractor of its obligations under this Agreement; or
	4.4.3	Subject to any disclosure if such disclosure is the requirement of a court of competent jurisdiction.
4.5	If Contractor breaches or threatens to breach the terms of this section, Geovic may seek an injunction restraining Contractor from disclosing, in whole or in part, any such information or from rendering any services to any person or entity in which such information would be used. This remedy shall not limit other remedies available to Geovic in law or equity. Geovic shall be entitled to recover all its costs and expenses resulting from such breach.
4.6	The Contractor shall not be responsible for the security of Information provided to outside parties during approved performance of Services to the Geovic, including but not limited to, draftsmen, graphic services companies, or others directed by the Geovic to receive such Information.

5.   Geovic property

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	5.1	The results of the Services shall be the exclusive property of the Company, or any subsidiary for which the services may be provided, as determined by Geovic, including any intellectual property rights flowing therefrom and shall be deemed to be “Information” for purposes of Paragraph 4 above.
	5.2	On the expiration or termination of the Term of this Agreement Contractor shall promptly deliver to Geovic all Information in permanent or electronic form and all other property belonging to the Geovic, which may be in its possession or under its control and shall account to Geovic as to the status of all Services undertaken by Contractor and not completed before terminations.
6.	Taxes
	6.1	The Contractor is an independent contractor and not an employee, partner, joint venture participant or agent of the Geovic. The Contractor undertakes to be responsible for accounting to all tax authorities for all taxes and other liabilities (Taxes) for which the Contractor is liable, including, without limitation, taxes and reporting obligations with respect to activities of Michal Mason on behalf of Contractor.
	6.2	Contractor is obligated to pay federal and state income and other taxes, to the extent required by law, on any monies earned pursuant to this Agreement and shall hold the Geovic harmless from any liability arising out of Contractor’s failure to fulfill these obligations.
7.	Notices
	7.1	Any notice under this Agreement must be in writing and must be delivered to the addressee in person or left at the address of the addressee or sent by facsimile to the facsimile number of the addressee which in each case is specified in this clause, and marked for the attention of the person so specified, or to such other address or facsimile number and/or marked for the attention of such other person as the relevant Party may from time to time specify by notice given in accordance with this clause.

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	To Geovic:
	David Beling, 743 Horizon Ct. Suite 300A Grand Junction CO 81506 970-256-9681
	To Contractor:
	Michael Mason, 142 Stratford Avenue Garden City NY 11530 516-248-6468
	7.2	A notice shall take effect from the time it is deemed to be received as follows:
		7.2.1	In case of a notice delivered to the addressee in person, upon delivery;
		7.2.2	In the case of a notice left at the address of the addressee, upon delivery at that address;
8.	Miscellaneous
	8.1	Contractor shall procure and maintain worker’s compensation insurance and unemployment insurance.
	8.2	Contractor shall indemnify and hold harmless Geovic from any negligence, knowingly wrongful acts, errors or omissions, or worker’s compensation claims, damages, losses and expenses of the Contractor, its employees, agents, and subcontractors.
	8.3	Save in respect of any matter for which Geovic has made written appointment of Contractor as its attorney-in-fact, the Contractor shall not, without the prior written consent of the Geovic, hold himself out as in any way authorized to bind the Geovic.
	8.4	The Contractor shall not conduct any unethical or illegal activities on behalf of the Geovic and agrees to comply with the Geovic's guidelines on business practice and behavior, including compliance with the United States Foreign Corrupt Practices Act. If requested to do so, the Contractor shall review and sign the Geovic’s Code of Business Conduct and Ethics, and shall perform the Services in compliance therewith.

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8.5	This Agreement shall not be assigned to a third party without prior written consent of the Parties.
8.6	Any claims, disputes or other matters arising out of, or relating to this Agreement or a breach shall be subject to arbitration in Denver, Colorado pursuant to the Colorado Uniform Arbitration Act. Should the Parties fail to agree on an arbitrator, then each party shall select one arbitrator, and the two chosen arbitrators shall select a third arbitrator to form a panel. Each Party shall bear its own respective costs of the arbitration and shall be responsible for one-half of the arbitrators’ fees.
8.7	This Agreement shall be governed by and interpreted in accordance with the laws of Colorado, United States.
8.8	This Agreement constitutes the entire agreement between Geovic and Contractor and supersedes all prior written or oral understandings. No modification may be made unless in writing and signed by both Parties.
8.9	If any clause or provision of this Agreement shall be adjudged invalid or unenforceable the parties shall attempt to modify that portion in a manner to preserve the original intent of the Parties.
8.10	Headings in the Agreement are for convenience and reference purposes only and shall affect in any way the meaning or interpretation of this Agreement.
8.11	In the case of facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates the facsimile number of the recipient.

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IN WITNESS WHEREOF, the Parties hereto have executed the Agreement the date first above written.

 Geovic Ltd.,

 A corporation organized under the laws of the Cayman Islands

/s/ John Sherborne                 
By:  John Sherborne
Authorized officer

Mineral Services, LLC
Contractor

/s/ Michael Mason                
By:  Michael Mason
Authorized Member

Tax I.D.  #11-3389524                   

/s/ Michael Mason                   
Michael Mason, Individually

8

Exhibit A

Description of Anticipated Scope of Services

When requested, Contractor shall:

A.	Pre-production Phase.
		Assist Geovic to identify, evaluate and recommend appropriate engineering and consulting firms for Geovic mineral development projects, as required or requested by one or more Geovic Contact Persons;
		Provide, where requested and in areas where Contractor has expertise, advice or support for technical aspects of mineral projects, including metal processing, transportation, insurance and risk management programs;
		Assist Geovic to identify and evaluate project staff and employees where requested by a Contact Person;
		Assist Geovic to prepare for marketing and acquisition of products and consumables to be produced by or consumed by Geovic development projects; and
		Assist Geovic to identify and negotiate with potential future customers for products, and suppliers of consumable commodities necessary for operation of Projects;
		Introduce to Geovic Contact Persons firms or persons who may assist Geovic to develop or operate mine projects; and
		Provide metal markets evaluation and advice;
B.	Construction and Operating Phase
		Provide ongoing support for technical aspects of mineral projects, including metal processing, transportation, insurance and risk management programs;
		Support for hedge and derivative applications to metal production, and prices;
		Assist Geovic with all aspects of inventory and receivable funding;
		Assist Geovic in connection with development and operation of product sale and consumable purchasing activities, including contract negotiation and management for projects;
		Training of Geovic staff to manage purchase and sale contracts, treasury and offshore banking facilities; and
		Provide assistance and support for plant commissioning, start-up and operating activities.

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EX-10.3

  Exhibit 10.3

Amendment No. 1
INDEPENDENT CONTRACTOR AGREEMENT

This Amendment No. 1 to Independent Contractor Agreement (“Agreement”) is effective December 31, 2009 and is between GEOVIC Ltd. (“Company” or “Geovic”) and Mineral Services, LLC, (“Contractor”) 142 Stratford Avenue, Garden City, New York 11530. The Company and the Contractor are in some places herein referred to individually as a Party and collectively as the Parties.

WHEREAS:

A.	Contractor and Company entered into the Independent Contractor Agreement effective June 15, 2009 (“Original Agreement”), following approval by the Board of Directors of Geovic Mining Corp.;
B.	The Compensation Committee of the Board of Directors approved the material terms of this Amendment No.1 in December 2009;
C.	The Parties intend that the Original Agreement shall be amended to change the compensation arrangements for the Contractor commencing October 2009, the beginning of the third fiscal quarter of the Company as set forth herein, and
D.	Except as set forth in this Agreement, all other terms and conditions of the Original Agreement shall remain in full force and effect.

WHEREFORE, IT IS HEREBY AGREED as follows:

1.  Change in Compensation. Section 1.3 of the Original Agreement shall be revised and amended to provide as follows:

1.3	The Geovic shall pay the Contractor (“Contractor Fees”) against delivery of an invoice by the Contractor containing such details of Services as the Geovic shall reasonably request, as follows:
	1.3.1	Fixed Fee. Twenty-eight Thousand US dollars ($28,000) per calendar quarter, payable calendar quarterly in arrears for all Services provided by Contractor during the quarter;

1

1.3.2	Timeliness of Invoices. Invoices in reasonable detail shall be provided to Geovic within 20 days of each calendar quarter end shall be payable upon receipt.
1.3.3	Unless extended by mutual agreement of the Parties, the quarterly compensation payable to Contractor under this Agreement shall revert to the rate payable under the Original Agreement for calendar quarters commencing July 1, 2010.

2.   No Other Changes. Except as set forth in this Agreement, all other terms and conditions of the Original Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have executed the Agreement effective as of the date first above written.

 Geovic Ltd.,

 A corporation organized under the laws of the Cayman Islands

/s/ David C. Beling                  
By:  David C. Beling
Authorized officer

Mineral Services, LLC
Contractor

/s/ Michael T. Mason             
By:  Michael T.  Mason
Authorized Member

Tax I.D.  #11-3389524                     

/s/ Michael Mason                      
Michael Mason, Individually

2

EX-10.8

Exhibit 10.8

AMENDMENT NO. 1
to
EXCLUSIVE OPTION AGREEMENT

An Exclusive Option Agreement (“Agreement”), was made between Geovic, Ltd. (“Geovic”), and William A. Buckovic (“WAB”), a U.S. citizen residing at 2153 Castlewood Court, Grand Junction, Colorado 81503 effective as of April 24, 2006 (the “Effective Date”). This Amendment No 1 is made to clarify the intentions and agreements made by the parties as they relate to developments which occurred after the Effective Date, and is made with respect to the following agreed facts:

A.	As of December 1, 2006 Geovic completed a reverse takeover (“RTO”) transaction pursuant to which Geovic became a wholly owned subsidiary of Geovic Mining Corp. (“GMC”), a Delaware corporation identified as “Newco” in the Agreement, and each share of Geovic common stock outstanding immediately before the RTO was exchanged for two shares of GMC common stock;
B.	Geovic became a Cayman Islands corporation and a wholly owned subsidiary of GMC as a result of the RTO.
C.	The rights and obligations of Geovic were undertaken and assumed by GMC under the terms of the RTO;
D.	As a result of the RTO, the option of Geovic to acquire WAB’s shares of GC stock may be exercised by delivery to WAB of the appropriate number of shares of GMC common stock

NOW, THEREFORE, in consideration for the mutual covenants and agreements set forth hereinafter, and other recognized and valuable consideration, the Parties agree to amend the Agreement as follows:

     Articles 1.1 (a) and (b) shall be amended and replaced to provide as follows:

     (a)   WAB grants to Geovic an exclusive and irrevocable option in which Geovic may elect to exchange with WB 139,000 shares of the common stock of GMC or such larger number of shares of GMC as shall have a market value not less that US $149,500 for all GC shares held directly or beneficially by WAB as of the date of exercise of the option, including GC shares to which he may become entitled after the Effective Date through the date of exercise, commencing on the Effective Date of this Agreement and ending on December 31, 2020 at 11:59 p.m. Mountain Standard Time.

     (b)   WAB represents and warrants that all GC shares held directly or beneficially by WAB represent 0.5% of the shares outstanding in GC as of the Effective Date, and that, subject to Article 2.3 of the Agreement, there are no liens, claims or encumbrances on said shares.

     Article 1.2 shall be amended and replaced to provide as follows:

     Exercise of Option. Geovic shall have the right to exercise the option by giving written notice to WAB at any time during the term herein; provided that at the time of exercise WAB is entitled under applicable United States and Canada Securities laws to sell sufficient GMC shares publicly to pay income or other taxes imposed in connection with his disposition of GC stock. WAB shall have the right at any time to demand Geovic to exercise the option contemplated herein within 30 days, provided Geovic does not lose its right to designate membership on the Board of Directors of GC upon the transfer of WAB’s GC stock to Geovic, or this Agreement will terminate 30 days after WAB delivers in writing notification of his request to Geovic to exercise the option. Notwithstanding the foregoing, Geovic and WAB agree that the option will be exercised no later than the commencement date of commercial production at GC’s cobalt-nickel mining project.

1

     Articles 2.1 and 2.3 shall be amended and replaced to provide as follows:

     Article 2.1 Conditions. WAB shall use good faith efforts to soon cause the following conditions to be satisfied and sustained:

     (a)   WAB must own, retain and be capable of delivering to Geovic, free of all liens and other encumbrances, all GC shares held directly or beneficially by WAB; and

     (b)   Any and all claims resulting from any litigation relating to WAB’s GC share ownership, other than in respect of any implied indebtedness, shall have been or will be settled by WAB to the satisfaction of Geovic.

     Article 2.3 Rights & Obligations. WAB shall retain the voting rights of all GC shares held directly or beneficially by WAB until such time as Geovic exercises its purchase option. Geovic shall assume all implied indebtedness regarding WAB’s 0.5% interest from incorporation of GC until the date that WAB’s GC stock is transferred to Geovic. The 0.5% interest of WAB in GC represented by the shares subject to this Amendment No. 1 shall not be subject to dilution, but shall be subject to all other provisions that may be included in a possible Shareholders Agreement between the GC shareholders. WAB agrees to become a party to any such Shareholder Agreement to which Geovic is a party. During the term hereof, Geovic shall be pay all GC capital increases on behalf of WAB, such that WAB’s 5% interest in GC shall be maintained until the option is exercises or the Agreement expires.

     Entire Agreement; No other changes or modifications. Except as set forth above, all other terms and conditions of the Agreement shall remain in full force and effect. The Agreement, together with Amendment No. 1, constitute the entire agreement between the Parties with respect to subject matter hereof and may not be amended, supplemented, or otherwise modified except by an instrument in writing executed by authorized representatives of both Parties.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of March __, 2010.

                                              

/s/ William A. Buckovic            
William A. Buckovic                                                          GEOVIC, LTD.
 
                                                                                            GEOVIC MINING CORP.

                                                                                           By:  /s/ John E. Sherborne, Jr.           
                                                                                           Name: John E. Sherborne, Jr.
                                                                                           Title: Chief Executive Officer

2

EX-10.9

Exhibit 10.9

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and WILLIAM A. BUCKOVIC (“Executive”) is effective on 01 January 2008 and remains in effect through the Term of this Agreement (as hereinafter defined). The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

WHEREAS:

A.	The Company is a publicly-listed mining company incorporated in Delaware and headquartered in Colorado, whose shares are publicly traded on the Toronto Stock Exchange (TSX);
B.	The Company through various subsidiary entities is involved in all aspects of the international mining industry and, in particular, is assisting its wholly-owned subsidiary, Geovic, Ltd., a private corporation incorporated in the Cayman Islands and its majority-owned subsidiary, Geovic Cameroon PLC (“GeoCam”), a private corporation incorporated in the Republic of Cameroon in developing a cobalt- nickel-manganese mining project (“Project”) in the Republic of Cameroon. The Company also participates in other mineral and energy-related projects through its wholly-owned subsidiaries Geovic Energy Corp. and Pawnee Drilling, LLC, private companies incorporated in Colorado;
C.	The Company has no full time employees, as all its officers are employees of Geovic, Lt. which also is the employer of all other persons involved in the Company’s business;
D.	The Executive founded Geovic Ltd. and led all the initial corporate development activities including the discovery and acquisition of the Project and the establishment of GeoCam;
E.	The Executive is experienced, qualified and specializes in the formation of junior mining companies; and in particular, mineral prospect generation, evaluation and development while adding substantial value during all phases of project and corporate development, and the Executive has been an executive officer of the Company since December 2006; and
F.	The Company desires to retain the Executive now as an executive officer of the Company and of Geovic Ltd., and as a full-time employee of Geovic Ltd. and Executive desires to continue his work in such capacities, all pursuant to the terms and conditions set forth in this Agreement.

1

NOW THEREFORE, IT IS HEREBY AGREED as follows:

1.	Appointment, Duties and Term of Employment.
	1.1	Job Description. Geovic Ltd., now the Company’s wholly-owned subsidiary, initially employed the Executive as President, effective November 1994 and Executive has served as President of the Company since December 2006. Executive has performed the job functions of President in an admirable and effective manner and is expected to continue to perform his duties and provide the services (“Services”) to the Company and Geovic Ltd. as more specifically outlined in Schedule I.
		The Executive also agrees to serve as President of the Company’s other wholly-owned subsidiaries, Geovic Energy Corp. and Pawnee Drilling, LLC as requested.
	1.2	Appointment as Officer. At or prior to approval of this Agreement by the Board of Directors of the Company (“Board”), the Executive shall be appointed as President of the Company and shall be appointed a full-time employee and the President of Geovic Ltd. and shall perform all such other duties for the Company and its subsidiaries and affiliates as may from time to time be authorized or directed by the Chief Executive Officer (CEO) or the Board, including his current role as a director of the Company.
	1.3	Term. The Executive shall be employed by the Company in all such capacities for an employment term (“Term”) which shall be deemed to have commenced as of 01 January 2008 and ending on 31 December 2009 subject to all the covenants and conditions hereinafter set forth, except that, commencing 01 January 2008, the Term of this Agreement shall be deemed automatically renewed for rolling two-year periods, whereby the Term of this Agreement is twenty four (24) months on a continuing basis.
	1.4	The Executive shall report to the Chief Executive Officer (“CEO” or “Contact Person”) on most matters and to the Board on certain special matters if so requested. The Executive shall keep the CEO and Board well informed regarding Executive’s responsibilities and other Company and Geovic Ltd. matters and shall promptly respond to any reasonable requests by the CEO and Board in this regard. Executive shall also provide Services and assist the Company in reaching well-reasoned decisions and implementing those decisions regarding GeoCam and the Project, particularly those dealing with exploration and resource development matters of the subsidiary.

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1.5	The Executive shall not be engaged directly or indirectly in any other business activity or previously have contracted to perform such activity at a future date which would prevent the performance of the obligations hereunder.
1.6	The Executive shall not conduct any unethical or illegal activities on behalf of the Company or Geovic Ltd. and agrees to comply with the Company’s Code of Business Conduct and Ethics.
1.7	The Executive shall be an officer of the Company and a full-time employee of Geovic Ltd. with the authority, autonomy and responsibility customary for a President. The Executive shall provide his Services exclusively to the Company and its subsidiaries, except that he may perform as an Outside Director on the Boards of no more than two other companies. Such outside directorships shall conform to Company’s priorities and place no unnecessary burden upon the Company or the Executive. During the Term of this Agreement, the Executive agrees to serve, if elected, as a director of the Company and/or Geovic Ltd. or as an officer or director of any other subsidiary or affiliate of the Company.
1.8	The Executive shall be allowed to own and control Sabina Resources Party Limited, an Australia corporation formed prior to Geovic Ltd. and the Company; Kymone Resources Pty. Ltd., an Australia corporation formed prior to Geovic Ltd. and the Company; Napavine Resources Corp., a private Oregon corporation formed prior to Geovic Ltd. and the Company; and Mune Holding LLC, a Colorado limited liability company formed after Geovic Ltd. and the Company. However, the Executive shall not provide Services to any of these companies and the Executive shall ensure that none of these entities or any such future entities will compete within a fifty (50) mile radius of any active Company project unless specifically authorized in writing by the Company. Executive shall also provide Company with a right of first refusal regarding participation in any such new resource venture in which the Executive is active.
1.9	The Executive shall be allowed to make passive investments in oil and gas properties and/or in companies developing oil and gas resources, but only if the Company has waived in writing its rights to participate in such venture or investment.

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2.	Consideration and expenses.
	2.1	During the Term of this Agreement, in consideration of the Executive’s Services hereunder, including, without limitation, service as an officer or director of the Company or of any subsidiary or affiliate thereof and as a full-time employee of Geovic Ltd., the Company shall pay the Executive according to the attached Schedule II payable monthly in arrears on the last working day of each month or as otherwise stipulated in Schedule II. All payments of consideration and expenses shall be made by direct deposit to an account in the name of Executive at a financial institution selected by Executive and located in the United States. All currency herein is expressed in US dollars.
	2.2	The Company or Geovic Ltd. shall pay or reimburse to the Executive:
		2.2.1	All costs reasonably and properly expended by him on behalf of the Company for performance of Services, if proper documentation of such expenses is received by the Company in accordance with the Company’s normal expense reimbursement procedures;
		2.2.2	During the Term of this Agreement, the Executive shall be entitled to participate in employee benefit plans or programs, if any, to the extent that Executive is eligible to participate in such plans or programs;
		2.2.3	During the Term of this Agreement, Executive shall be entitled to participate in the Company’s Employee Stock Option Plan and the Company’s Annual bonus Program for Executives, subject to recommendations of the Compensation Committee and approval by the Company’s Board; and
		2.2.4	Executive shall receive a vehicle allowance of $400 per month.
		Such payments or reimbursements shall be made within seven (7) days of a request for reimbursement by the Executive together with provision by the Executive of such additional evidence and information as the Company or Geovic Ltd. shall reasonably require.
	2.3	The Company shall pay the Executive’s medical insurance through the Company’s policy.

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	2.4	The Executive shall be entitled to take four (4) calendar weeks of paid vacation and one (1) week of unpaid vacation annually during the Term of this Agreement, subject to the dates being previously agreed by the CEO.  Executive shall not be entitled to additional compensation if he fails to use this vacation, provided that with written approval of the CEO, up to two (2) weeks of annual vacation may be carried over to a succeeding year. The Executive shall also be entitled to take paid holidays in accordance with standard Company or Geovic Ltd. policy.
	2.5	Executive shall accrue one (1) day of sick leave time per pay period, up to a maximum of 20 days, to be used only in connection with illness or medical conditions which interfere with providing Services.
3.	Termination.
	3.1	Either Party may terminate this Agreement and Executive’s employment with the Company by providing written notice to the other Party at least forty-five (45) days prior to the termination date.
	3.2	The Company may terminate this Agreement and Executive’s employment with Geovic Ltd. without obligation to Executive by providing written notice to Executive at any time upon the occurrence of any one or more of the following events:
		3.2.1	Executive’s breach of any material obligation owed the Company or Geovic Ltd. in this Agreement;
		3.2.2	Executive’s neglect of duties to be performed under this Agreement;
		3.2.3	Executive’s failure or refusal to follow lawful directions given by CEO or the Board.
		3.2.4	Executive’s dishonest conduct or conduct that has damaged or will likely damage the reputation of the Company, or conduct which is clearly contrary to the Company’s Code of Business Conduct and Ethics;
		3.2.5	Executive being convicted of a felony;
		3.2.6	Executive engaging in any act of moral turpitude;
		3.2.7	Death of Executive; or
		3.2.8	Executive becoming permanently disabled for a period of six (6) consecutive months from performing the duties of his employment.
	3.3	Anything contained in Section 3.2 to the contrary notwithstanding, the Company shall not terminate this Agreement and Executive’s employment with Geovic Ltd. pursuant to Section 3.2.1, 3.2.2 or 3.2.3 unless the Company shall have first given the Executive twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Executive shall have failed to cure such grounds for termination within the twenty-one (21) day period.

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3.4	Executive may terminate this Agreement and Executive’s employment by the Company or Geovic Ltd. by providing written notice to the Company at any time upon the occurrence of any one or more of the following events:
	3.4.1	The Company’s breach of any material obligation owed the Executive in this Agreement;
	3.4.2	The Company requiring Executive to perform illegal activities;
	3.4.3	Bankruptcy of the Company;
	3.4.4	Inability of Executive to substantially perform his essential duties under this Agreement because of a disability; or
	3.4.5	In the event of merger, consolidation, divestiture, takeover, significant sale, change in control or any similar business circumstance with Geovic or its subsidiaries which result within twelve (12) months of the change in control in either (i) a termination or threatened termination of Executive’s employment or a reduction in compensation to be paid to Executive, or (ii) a significant change in the duties of Executive reasonably deemed unacceptable by Executive.
	The term “change in control” shall mean either: (1) any one Person (or group of affiliated persons) holds a sufficient number of Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, or (2) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of the Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, where such Person or combination of Persons did not previously hold a sufficient number of Voting Shares to affect materially the control of the Company or Resulting Issuer. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the Voting Shares of the Company is deemed to materially affect the control of the Company or Resulting Issuer. Capitalized terms in this change in control paragraph have the same meaning as used in the TSXV Corporate Finance Manual.
3.5	Anything contained in Section 3.4 to the contrary notwithstanding, the Executive shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.4(1) or (2) unless the Executive shall have first given the Company twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Company shall have failed to cure such grounds for termination within the twenty-one (21) day period.

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4.	Severance.
	4.1	Within ninety (90) days of this Agreement and Executive’s employment being terminated by the Company pursuant to Section 3.1 or Section 3.2.8 or by the Executive pursuant to Section 3.4.1, 3.4.2, 3.4.4 or 3.4.5, the Company shall pay Executive a lump sum severance of two (2) years of the minimum base salary pursuant to Schedule II, section 1 commencing on the effective date of the termination, plus any annual bonus to which Executive would have been entitled had the Agreement not been terminated, plus any earned bonus accrued to the time of such voluntary or involuntary termination. In addition, the Executive shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that he then holds and/or any restrictions with respect to restricted shares of the Company’s capital stock that he then holds shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority.
	4.2	Within ninety (90) days of this Agreement and Executive’s employment with the Company being terminated by the Company pursuant to Section 3.2.7 (Death of Executive during the Term), the Company shall pay the trustee named in Executive’s last will and testament, if any, and if none, then the Executive’s estate, a lump sum severance of two (2) years of the minimum base salary pursuant to Schedule II, Section 1 commencing on the date of death, plus any annual bonus to which Executive would have been entitled had the Agreement not been terminated and Executive’s trustee named in Executive’s last will and testament, if any, and if none, then Executive’s estate, shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that the Executive held at the time of his death and/or any restrictions with respect to restricted shares of the Company’s capital stock the Executive held at the time of his death shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority or pooling restrictions entered into by the Company.
		These Sections 4.1 and 4.2 and other Sections of this Agreement shall comply with all laws, rules and regulations of securities commissions and stock exchanges to which the Company may be subject, or with which it must comply. Otherwise the Executive and the Company agree to reasonably modify this Agreement in a manner that meets such requirements.

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5.	Confidentiality.
	5.1	In this Agreement, all information and data (“Information”) includes oral or written, computer file or other permanent form relating to the Company, Geovic Ltd., GeoCam, Geovic Energy Corp. and any other subsidiaries and affiliates of the Company (together the “Group”) and their businesses and assets or any part thereof disclosed or provided to the Executive and all documents, computer files or other records prepared by the Executive which contain or are based on any such information or data, together with all confidential information and data concerning the business of the Group, and information to the Group that is furnished by a third party and deemed confidential and that was furnished by the third party after assurance of confidential treatment.
	5.2	The Executive shall keep all Information strictly confidential and shall not disclose the Information, in whole or in part, to any person other than directors or employees of the Group and outside personnel that need to know such Information for their performance of services on behalf of the Company.
	5.3	The Executive shall not use the Information for any purpose whatsoever other than for the purpose of providing the Services herein, and as may be required or beneficial in the performance of the Services herein.
	5.4	The provisions of Sections 5.2 and 5.3 shall not apply to Information:
		5.4.1	which at the time of disclosure is available to the public generally;
		5.4.2	which after disclosure becomes available to the public generally, other than by reason of a breach by the Executive of his obligations under this Agreement; or
		5.4.3	subject to any disclosure if such disclosure is the requirement of a court of competent jurisdiction.
	5.5	The obligations in Sections 5.2 and 5.3 shall remain in effect for three (3) years after termination of this Agreement, and for such longer term as may reasonably be required to maintain the confidentiality of Information material to the Group’s business.
6.	Company property.
	6.1	The products and results of the Services shall be the exclusive property of the Company.

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	6.2	On the expiration or termination of the Term of this Agreement (for whatever reason and howsoever caused) the Executive shall promptly deliver to the Company all copies of all Information in the possession or under the control of Executive and all other property belonging to the Company which may be in possession or under his control.
7.	Post-termination pursuits.
	7.1	The Executive’s Services include the initiation and development of new mineral resources projects as set forth in Section 1.1 and Schedule I. In the event the Executive presents to the Company new mineral resources project(s), which the Company does not actively pursue through the investment of significant capital and/or resources to develop the new mineral resources project(s), then following a period of one (1) year after this Agreement and Executive’s employment with the Company and Geovic Ltd. is terminated, Company shall not in any way preclude or prevent or attempt to preclude or prevent the Executive from pursuing any and all such mineral resources project(s), which the Company did not actively pursue.
8.	Taxes
	Federal and state taxes will be withheld by the company from Executive’s monthly salary and cash bonuses, if any, and Executive shall be eligible for workers compensation and unemployment insurance benefits to the extent provided by law. For all purposes under this Agreement, Executive is a resident of the State of Colorado.
9.	Evacuation.
	The Company shall make all available efforts to ensure the release, evacuation and/or medical care of the Executive and/or members of his family if the Executive and/or members of his family are kidnapped, held hostage, require emergency medical evacuation or are caught up in any kind of civil unrest or violence during Executive’s performance of Services to the Company.
10.	Notices.
	10.1	Any notice to be given under this Agreement must be in writing and must be delivered to the addressee in person or left at the address of the addressee or sent by facsimile to the facsimile number of the addressee which in each case is specified in this Section, and marked for the attention of the person so specified, or to such other address or facsimile number and/or marked for the attention of such other person as the relevant Party may from time to time specify by notice given in accordance with this Section.

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                         The details of each Party at the date of this Agreement are:

To the Company:	GEOVIC MINING CORP. 743 Horizon Court, Suite 300A Grand Junction, CO 81506 USA Facsimile: 970 256 9241 Attention: The Secretary
To the Executive:	WILLIAM A. BUCKOVIC 2153 Castlewood Court Grand Junction, Colorado 81503 Facsimile: 970 256 9241

	10.2	A notice shall take effect from the time it is deemed to be received as follows:
		10.2.1	in case of a notice delivered to the addressee in person, upon delivery;
		10.2.2	in the case of a notice left at the address of the addressee, upon delivery at that address; or
		10.2.3	in the case of facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates the facsimile number of the recipient.
11.	Governing law and venue.
	This Agreement shall be governed by and interpreted in accordance with the laws of Colorado, United States, and venue for any action relating to or arising out of this Agreement shall only be proper in Mesa County, Colorado, United States.
12.	No waiver.
	The failure of any party to insist upon the strict performance of any of the terms, conditions or provisions of this Agreement shall not be construed as a waiver of relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect.
13.	Rights, obligations and assignment.
	The rights and obligations of the Company and Geovic Ltd. under this Agreement shall inure to the benefit of, and shall be binding upon, their respective successors and assigns.

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14.	Severability.
	If any of the provisions of this Agreement shall for any reason be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Agreement, but shall be confined to such invalid or unenforceable provision.
15.	Captions.
	The captions inserted in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of this Agreement, or any provision hereof, nor in any way affect the interpretation of this Agreement.
16.	Entire Agreement.
	This Agreement and the schedules hereto embody the entire understanding between the Parties hereto pertaining to the subject matter hereto and supersedes all prior agreements and understandings of the parties in connection therewith.

IN WITNESS whereof the Parties hereto have executed the Agreement this  6th day of May 2008, effective as of 01 January 2008.

Signed  /s/ John E. Sherborne                                  
John E. Sherborne, for and on behalf of
GEOVIC MINING CORP.

Signed  /s/ John E. Sherborne                                  
John E. Sherborne, for and on behalf of
GEOVIC LTD.

Signed  /s/ William A. Burkovic                             
WILLIAM A. BUCKOVIC, Executive

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SCHEDULE I
THE SERVICES

The Executive shall render Services in such executive, supervisory, and general administrative capacities as the CEO and Board of Directors of the Company and Geovic Ltd. shall from time to time determine. Without limiting the foregoing, the Executive shall serve as President under the directives of the CEO, unless otherwise assigned. The Executive will also assist other senior management with the corporate affairs of the Company, while assuring that his performance of all such activities are conducted under global corporate governance standards and all laws of appropriate jurisdiction.

Services to be provided by the Executive include:

• The Executive’s primary responsibility through his role as President of the Company, Geovic Energy and Pawnee Drilling shall involve the initiation and development of new mineral resource projects, including “grass roots” programs, joint ventures and earn-ins in order to capitalize on the expertise that has been developed by the Company. Further, the Executive shall coordinate any subsequent farm-out, joint venture or other means of disposal of any such initiated new venture following a decision of the Board to do so.

• The Executive will also assist the Chief Operating Officer with the completion of an independent Final Feasibility Study (FFS) on the Project.

• The Executive, in his additional role as Chief Geologist, will define exploration and development resource programs, both on the Project and on any initiated new ventures.

• In the event a joint venture or sale of the Project or a corporate transaction is deemed in the best interest of the Company, the Executive will focus on developing, adding further value, marketing and closing such a transaction.

• The Executive will also assist and actively participate in arranging, negotiating and closing debt and public or private equity financings and promoting the value of Geovic to the public, financial and technical communities.

• If elected, the Executive will serve as a director on the Boards of the Company and/or subsidiaries and perform all associated Board duties in a professional and ethical manner.

• The Executive will provide any other professional, technical, executive, management, administrative, financial and business service or undertake any other action believed to be in the best interest of the Company, its subsidiaries, business interests and shareholders.

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SCHEDULE II
COMPENSATION

1.	In accordance with Section 2.1 of this Agreement, the Executive shall be paid a salary of US$180,000 per year effective 01 January 2008. The Executive's performance and compensation package shall be reviewed annually by the CEO and by the Compensation Committee of the Board.
2.	Executive has received, upon approval by the Compensation Committee of the Board and the Board, an initial grant of options to purchase up to 150,000 Option Shares in accordance with the Company’s Amended and Restated Stock Option Plan and shall receive subsequent annual grants of Options in accordance with option compensation arrangements established by the Compensation Committee and the Board during the Term of this Agreement to be completed in compliance with regulations of the appropriate regulatory authorities. The Options shall have such terms as determined by the Board in accordance with the Amended and Restated Stock Option Plan. In the event that options held by Executive become vested in full for any of the reasons described in Section 4.1, all options then held by Executive shall be deemed automatically at that time to be non-qualified options and not Incentive Stock Options under the Amended and Restated Stock Option Plan and may be exercised at any time during the original term of the option.
3.	Executive shall be eligible to receive annual cash incentive bonus in an amount up to thirty percent (30%) of Executive’s annual salary, pursuant to an appraisal of Executive’s performance as outstanding by the CEO and the Compensation Committee. If the Board puts into place a restricted stock or deferred share plan, the Executive shall have the option to receive any such bonus awarded as deferred compensation.
4.	Executive shall be eligible to receive a special bonus each time the Board determines that the Executive has facilitated the acquisition of a new venture opportunity with the potential to add substantial value to the Company. If the Board puts into place a restricted stock or deferred share plan, the Executive shall have the option to receive any such special bonus awarded as deferred compensation.

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Effective January 1, 2010

Mr. William A. Buckovic
2153 Castlewood Court
Grand Junction Co 81507

Dear Bill:

This letter states the modifications that we have agreed upon in your employment agreement was effective as of January 1, 2008.

FOR CONSIDERATION, the receipt and sufficiency of which we mutually acknowledge, we agree as follows

1.      Your annual base salary is: $207,360.00 effective March 1, 2010.

2.      Upon any severance for death under Section 4.1 of your employment agreement, your survivors or your estate will be entitled only to receive an amount or amounts received by the Company under life insurance on your life held by the Company (totaling $372,000.00 face amount as of the date hereof), and not an amount equal to two years' base salary in effect at date of death plus bonus for that year (which would be the amount under your present employment agreement). If your salary increases in future years, it is not expected that the amount of life insurance will increase.

3.      Upon any disability for which you would be entitled to payments under Section 4.2 of your employment agreement, you would be entitled to receive an amount or amounts received by the company under disability insurance on you held by the Company (totaling $186,000.00 face amount as of the date hereof) in lieu of an amount equal to two years' base salary at date of death plus bonus for current year. If your salary increases in future years, it is not expected that the amount of life insurance will increase.

4.      You will be entitled only to medical insurance reimbursement equal to what all other executives receive (currently up to $800 per month), a reduction from your current allowance. Your monthly automobile expense allowance will be discontinued. The Salary set forth above has been increased to reflect these changes and approximately equalize income tax effects of this adjustment.

All other terms and conditions of your employment agreement remain in full force and effect, subject to minor modifications that we may mutually agree upon from time to time to reflect changing conditions in the Company or its business.

Please sign below to indicate your agreement to the above modifications.

Sincerely,
Geovic Mining Corp.

By:  /s/ John E. Sherborne                            
       John E. Sherborne
       CEO, President

/s/  William A. Buckovic                                     
      William A. Buckovic

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EX-10.10

Exhibit 10.10

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and DAVID C. BELING (“Executive”) is effective on 01 January 2008 and remains in effect through the Term of this Agreement (as hereinafter defined). The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

WHEREAS:

A.	The Company is a publicly-listed mining company incorporated in Delaware and headquartered in Colorado, whose shares are publicly traded on the Toronto Stock Exchange (TSX);
B.	The Company through various subsidiary entities is involved in all aspects of the international mining industry and, in particular, is assisting its wholly-owned subsidiary, Geovic, Ltd., a private corporation incorporated in the Cayman Islands and its majority-owned subsidiary, Geovic Cameroon PLC (“GeoCam”), a private corporation incorporated in Cameroon in developing a cobalt-nickel-manganese mining project (“Project”) in the Republic of Cameroon;
C.	The Company has no full time employees, as all its officers are employees of Geovic, Ltd. which also is the employer of all other persons involved in the Company’s business.
D.	The Executive is experienced, qualified and specializes in the evaluation, engineering, development, financing, construction, start-up and operation of mines and process plants and provides executive and hands-on management expertise to companies while adding substantial value during all phases of project and corporate development, and the Executive has been an executive officer of the Company since December 2006;
E.	The Executive and Geovic, Ltd. were Parties to a Financial Services Agreement dated 18 April 2003 that has expired, a Consulting Agreement dated 10 June 2003 that expired on 31 December 2003 and various full-time employment agreements that have been or are in effect until the execution of this Agreement; and
F.	The Company desires to retain the Executive now as an Executive Officer of the Company and of Geovic Ltd., and as a full-time employee of Geovic, Ltd. and Executive desires to continue his work in such capacities all pursuant to the terms and conditions set forth in this Agreement.

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NOW THEREFORE, IT IS HEREBY AGREED as follows:

1.	Appointment, Duties and Term of Employment.
	1.1	Job Description. Geovic, Ltd., now the Company’s 100%-owned subsidiary initially employed the Executive as Senior Vice President of Operations, and effective 14 June 2005 as Executive Vice President and Chief Operating Officer (COO) of Geovic Ltd., and has served as COO of the Company since December 2006. Executive has performed the job functions of the COO in an admirable and effective manner and is expected to continue to perform his duties and provide the services (“Services”) to the Company and Geovic, Ltd as more specifically outlined in Schedule I. The Executive also agrees to serve as an officer of the Company’s other wholly-owned subsidiaries, Geovic Energy Corp. and Pawnee Drilling, LLC, as requested.
	1.2	Appointment as Officer. At or prior to approval of this Agreement by the Board of Directors of the Company (“Board”), the Executive shall be appointed as Executive Vice President and Chief Operating Officer of the Company and shall be appointed a full-time employee and the Chief Operating Officer of Geovic Ltd. and shall perform all such other duties for the Company and its subsidiaries and affiliates as may from time to time be authorized or directed by the Chief Executive Officer (CEO) or the Board.
	1.3	Term. The Executive shall be employed in all such capacities for an employment term (“Term”) which shall be deemed to have commenced as of 01 January 2008 and ending on 31 December 2009 subject to all the covenants and conditions hereinafter set forth, except that, commencing 01 January 2008, the Term of this Agreement shall be deemed automatically renewed for rolling two-year periods, whereby the Term is twenty four (24) months on a continuing basis.
	1.4	The Executive shall report to the Chief Executive Officer (“CEO” or “Contact Person”) on most matters and to the Board on certain special matters if so requested. The Executive shall keep the CEO and Board well informed regarding the business and operations of the Company and its subsidiaries and other Company matters and shall promptly respond to any reasonable requests by the CEO and Board in this regard. Executive shall also provide Services and assist the Company in reaching well-reasoned decisions and implementing those decisions regarding GeoCam and the Project, particularly those dealing with operating matters of the subsidiary and relations with its shareholders.

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	1.5	The Executive shall not be engaged directly or indirectly in any other business activity or previously have contracted to perform such activity at a future date which would prevent the performance of the obligations hereunder.
	1.6	The Executive shall not conduct any unethical or illegal activities on behalf of the Company and agrees to comply with the Company’s Code of Business Conduct and Ethics.
	1.7	The Executive shall be an officer of the Company and a full-time employee of Geovic, Ltd. with the authority, autonomy and responsibility customary for an Executive Vice President and COO. The Executive shall provide his Services exclusively to the Company and its subsidiaries, except that he may perform as an Outside Director on the Boards of no more than two other companies. Such outside directorships shall conform to Company’s priorities and place no unnecessary burden upon the Company or the Executive. During the Term of this Agreement, the Executive agrees to serve, if elected, as a director of the Company or Geovic, Ltd. or as an officer or director of any other subsidiary or affiliate of the Company.
2.	Consideration and expenses.
	2.1	During the Term of this Agreement, in consideration of the Executive’s Services hereunder, including, without limitation, service as an officer or director of the Company or of any subsidiary or affiliate thereof and as a full-time employee of Geovic, Ltd., the Company shall pay the Executive according to the attached Schedule II payable monthly in arrears on the last working day of each month or as otherwise stipulated in Schedule II.
		All payments of consideration and expenses shall be made by direct deposit to an account in the name of Executive at a financial institution selected by Executive and located in the United States. All currency herein is expressed in US dollars.
	2.2	The Company or Geovic, Ltd. shall pay or reimburse to the Executive:
		2.2.1	All costs reasonably and properly expended by him on behalf of the Company for performance of Services, if proper documentation of such expenses is received by the Company in accordance with the Company’s normal expense reimbursement procedures;
		2.2.2	During the Term of this Agreement, the Executive shall be entitled to participate in employee benefit plans or programs, if any, to the extent that Executive is eligible to participate in such plans or programs;

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		2.2.3	During the Term of this Agreement, Executive shall be entitled to participate in the Company’s Employee Stock Option Plan and the Company’s Annual bonus Program for Executives, subject to recommendations of the Compensation Committee and approval by the Company’s Board,
		2.2.4	Until such time as the Company may adopt a medical plan, the Company shall reimburse the Executive’s medical insurance in an amount not to exceed $700/month, and once such a plan is adopted, Executive shall be entitled to full family coverage, as applicable, under the plan; and
		2.2.5	Expenses for Executive’s personal vehicle use shall be at a rate which is the greater of $0.465 per mile or the prevailing IRS mileage rate, but shall exclude the mileage associated with daily commuting.
			Such payments or reimbursements shall be made within 7 days of a request for reimbursement by the Executive together with provision by the Executive of such additional evidence and information as the Company or Geovic Ltd. shall reasonably require.
	2.3	The Executive shall be entitled to take four (4) calendar weeks of paid vacation annually during the Term, subject to the dates being previously agreed by the CEO. Executive shall not be entitled to additional compensation if he fails to use this vacation, provided that with written approval of the CEO, up to two (2) weeks of annual vacation may be carried over to a succeeding year. The Executive shall also be entitled to take paid holidays in accordance with standard Company or Geovic Ltd. policy.
	2.4	Executive shall accrue one (1) day of sick leave time per pay period, up to a maximum of 20 days, to be used only in connection with illness or medical conditions which interfere with providing Services.
3.	Termination.
	3.1	Either Party may terminate this Agreement and Executive’s employment with the Company by providing written notice to the other Party at least forty-five (45) days prior to the termination date.
	3.2	The Company may terminate this Agreement and Executive’s employment with Geovic Ltd. without obligation to Executive by providing written notice to Executive at any time upon the occurrence of any one or more of the following events:
		3.2.1	Executive’s breach of any material obligation owed the Company in this Agreement;
		3.2.2	Executive’s neglect of duties to be performed under this Agreement;

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	3.2.3	Executive’s failure or refusal to follow lawful directions given by CEO or the Board;
	3.2.4	Executive’s dishonest conduct or conduct that has damaged or will likely damage the reputation of the Company, or conduct which is clearly contrary to the Company’s Code of Business Conduct and Ethics;
	3.2.5	Executive being convicted of a felony;
	3.2.6	Executive engaging in any act of moral turpitude;
	3.2.7	Death of Executive; or
	3.2.8	Executive becoming permanently disabled for a period of six (6) consecutive months from performing the duties of his employment.
3.3	Anything contained in Section 3.2 to the contrary notwithstanding, the Company shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.2.1, 3.2.2 or 3.2.3 unless the Company shall have first given the Executive twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Executive shall have failed to cure such grounds for termination within the twenty-one (21) day period.
3.4	Executive may terminate this Agreement and Executive’s employment by the Company by providing written notice to the Company at any time upon the occurrence of any one or more of the following events:
	3.4.1	The Company’s breach of any material obligation owed the Executive in this Agreement;
	3.4.2	The Company requiring Executive to perform illegal activities;
	3.4.3	Bankruptcy of the Company;
	3.4.4	Inability of Executive to substantially perform his essential duties under this Agreement because of a disability; or
	3.4.5	In the event of merger, consolidation, divestiture, takeover, significant sale, change in control or any similar business circumstance with Company or its subsidiaries which result within 12 months of the change in control in either (i) a termination or threatened termination of Executive’s employment or a reduction in compensation to be paid to Executive, or (ii) a significant change in the duties of Executive reasonably deemed unacceptable by Executive.

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			The term “change in control” shall mean either: (1) any one Person (or group of affiliated persons) holds a sufficient number of Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, or (2) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of the Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, where such Person or combination of Persons did not previously hold a sufficient number of Voting Shares to affect materially the control of the Company or Resulting Issuer. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the Voting Shares of the Company is deemed to materially affect the control of the Company or Resulting Issuer. Capitalized terms in this change in control paragraph have the same meaning as used in the TSX Corporate Finance Manual.
	3.5	Anything contained in Section 3.4 to the contrary notwithstanding, the Executive shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.4.1 or 3.4.2 unless the Executive shall have first given the Company twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Company shall have failed to cure such grounds for termination within the twenty-one (21) day period.
4.	Severance.
	4.1	Within ninety (90) days of this Agreement and Executive’s employment being terminated by the Company pursuant to Section 3.1 or Section 3.2.8 or by the Executive pursuant to Section 3.4.1, 3.4.2, 3.4.4 or 3.4.5, the Company shall pay Executive a lump sum severance of two (2) years of the minimum base salary pursuant to Schedule II, section 1 commencing on the effective date of the termination, plus any annual bonus to which Executive would have been entitled had the Agreement not been terminated, and the Executive shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that he then holds and/or any restrictions with respect to restricted shares of the Company’s capital stock that he then holds shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority.

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	4.2	Within ninety (90) days of this Agreement and Executive’s employment being terminated by the Company pursuant to Section 3.2(7) (Death of Executive during the Term), the Company shall pay the trustee named in Executive’s last will and testament, if any, and if none, then the Executive’s estate, a lump sum severance of two (2) years of the minimum base salary pursuant to Schedule II, Section 1 commencing on the date of death, plus any annual bonus to which Executive would have been entitled had the Agreement not been terminated and Executive’s trustee named in Executive’s last will and testament, if any, and if none, then Executive’s estate, shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that the Executive held at the time of his death and/or any restrictions with respect to restricted shares of the Company’s capital stock the Executive held at the time of his death shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority or pooling restrictions entered into by the Company.
	These Sections 4.1 and 4.2 and other Sections of this Agreement shall comply with all laws, rules and regulations of securities commissions and stock exchanges to which the Company may be subject, or with which it must comply. Otherwise the Executive and the Company agree to reasonably modify this Agreement in a manner that meets such requirements.
5.	Confidentiality.
	5.1	In this Agreement, all information and data (“Information”) includes oral or written, computer file or other permanent form relating to the Company, Geovic Ltd., GeoCam and any other subsidiaries and affiliates of the Company (together the “Group”) and their businesses and assets or any part thereof disclosed or provided to the Executive and all documents, computer files or other records prepared by the Executive which contain or are based on any such information or data, together with all confidential information and data concerning the business of the Group, and information to the Group that is furnished by a third party and deemed confidential and that was furnished by the third party after assurance of confidential treatment.
	5.2	The Executive shall keep all Information strictly confidential and shall not disclose the Information, in whole or in part, to any person other than directors or employees of the Group and outside personnel that need to know such Information for their performance of services on behalf of the Company.
	5.3	The Executive shall not use the Information for any purpose whatsoever other than for the purpose of providing the Services herein, and as may be required or beneficial in the performance of the Services herein.

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	5.4	The provisions of Sections 5.2 and 5.3 shall not apply to Information:
		5.4.1	which at the time of disclosure is available to the public generally;
		5.4.2	which after disclosure becomes available to the public generally, other than by reason of a breach by the Executive of his obligations under this Agreement; or
		5.4.3	subject to any disclosure if such disclosure is the requirement of a court of competent jurisdiction.
	5.5	The obligations in Sections 5.2 and 5.3 shall remain in effect for three (3) years after termination of this Agreement, and for such longer term as may reasonably be required to maintain the confidentiality of Information material to the Group’s business.
6.	Company property.
	6.1	The products and results of the Services shall be the exclusive property of the Company.
	6.2	On the expiration or termination of the Term of this Agreement (for whatever reason and howsoever caused) the Executive shall promptly deliver to the Company all copies of all Information in the possession or under the control of Executive and all other property belonging to the Company which may be in possession or under his control.
7.	Taxes.
	Federal and state taxes will be withheld by the company from Executive’s monthly salary and cash bonuses, if any, and Executive shall be eligible for workers compensation and unemployment insurance benefits to the extent provided by law. For all purposes under this Agreement, Executive is a resident of the State of Colorado.
8.	Evacuation.
	The Company shall make all available efforts to ensure the release, evacuation and/or medical care of the Executive and/or members of his family if the Executive and/or members of his family are kidnapped, held hostage, require emergency medical evacuation or are caught up in any kind of civil unrest or violence during Executive’s performance of Services to the Company.

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9.	Notices.
	9.1	Any notice to be given under this Agreement must be in writing and must be delivered to the addressee in person or left at the address of the addressee or sent by facsimile to the facsimile number of the addressee which in each case is specified in this Section, and marked for the attention of the person so specified, or to such other address or facsimile number and/or marked for the attention of such other person as the relevant Party may from time to time specify by notice given in accordance with this Section.
		The details of each Party at the date of this Agreement are:

To the Company:	Geovic Mining Corp. 743 Horizon Court, Suite 300A Grand Junction, CO 81506 USA Facsimile: 970 256 9241 Attention: The Secretary
To the Executive:	DAVID C. BELING 743 Horizon Court, Suite 300A Grand Junction, CO 81506 USA Facsimile: 970 256 9241

	9.2	A notice shall take effect from the time it is deemed to be received as follows:
		9.2.1	in case of a notice delivered to the addressee in person, upon delivery;
		9.2.2	in the case of a notice left at the address of the addressee, upon delivery at that address;
		9.2.3	in the case of facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates the facsimile number of the recipient.
10.	Governing law and venue.
	This Agreement shall be governed by and interpreted in accordance with the laws of Colorado, United States and venue for any action relating to or arising out of this Agreement shall only be proper in Mesa County, Colorado, USA.
11.	No waiver.
	The failure of any party to insist upon the strict performance of any of the terms, conditions or provisions of this Agreement shall not be construed as a waiver of relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect.

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12.	Rights, obligations and assignment.
	The rights and obligations of the Company and Geovic, Ltd. under this Agreement shall inure to the benefit of, and shall be binding upon, their respective successors and assigns.
13.	Severability.
	If any of the provisions of this Agreement shall for any reason be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Agreement, but shall be confined to such invalid or unenforceable provision.
14.	Captions.
	The captions inserted in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of this Agreement, or any provision hereof, nor in any way affect the interpretation of this Agreement.
15.	Entire Agreement.
	This Agreement and the schedules hereto embody the entire understanding between the parties hereto pertaining to the subject matter hereto and supersedes all prior agreements and understandings of the parties in connection therewith.

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IN WITNESS whereof the Parties hereto have executed the Agreement this  15 day of May 2008, effective as of 01 January 2008.

Signed  /s/ John E. Sherborne                                  
John E. Sherborne, for and on behalf of
GEOVIC MINING CORP.

Signed  /s/ John E. Sherborne                                  
John E. Sherborne, for and on behalf of
GEOVIC LTD.

Signed  /s/ David C. Beling                                      
DAVID C. BELING, Executive

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SCHEDULE I
THE SERVICES

Services to be provided by the Executive include:

1.	In accordance with the directives of the Chief Executive Officer or the Board, Executive shall have such duties, responsibilities and authority as are customarily required of and given to the Chief Operating Officer to develop and guide the operational objectives of the Company and Geovic, Ltd., and the Company’s other subsidiaries and affiliates and assume overall operations-related authorities and responsibilities, including but not limited to: establishment of operational priorities; engaging, hiring, managing and directing operations and development employees, consultants and contractors; advancing Company finance development; and overseeing and assuring that the performance of all such activities are conducted under global corporate governance standards and all laws of appropriate jurisdiction.
2.	Lead and manage all development, construction and operational aspects of the Cameroon Project within the context of directives, approvals and authorities granted by the GeoCam Board of Directors including: directing the completion of the independent final feasibility study on time and within budget; sourcing and direction of the completion of final engineering and design for mine, plant and infrastructure facilities; lead the team that will negotiate the purchase of Project equipment, material, services and supplies; lead the placement of the Project into sustained, profitable production; and oversee Project operations.
3.	Actively participate in arranging, negotiating and closing debt and public or private equity financings.
4.	Actively participate in the review of documents and reports required to be filed by the Company with any Securities Exchange or securities regulatory authority, including the U.S. Securities and Exchange Commission.
5.	Participate in public and investor relations activities and advocate and promote the attributes and value of the Company and its subsidiaries and affiliates to public, financial and technical communities. Present information or respond to government authorities and other parties on an as-needed basis.
6.	Provide all services listed above on an as-needed basis to the Company’s subsidiaries and affiliates.
7.	Participate frequently and make presentations at Board meetings and provide any other executive, management, administrative, financial and business service which are believed by the CEO or the Board to be in the best interest of the Company, its subsidiaries, business interests and shareholders.

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SCHEDULE II
COMPENSATION

1.	In accordance with Section 2.1 of this Agreement, the Executive shall be paid a salary of US$240,000 per year effective 01 January 2008. The Executive's performance and compensation package shall be reviewed annually by the CEO and by the Compensation Committee of the Board.
2.	Executive has received, upon approval by the Compensation Committee of the Board of Directors and the Board, an initial grant of options to purchase up to 250,000 Option Shares in accordance with the Company’s Amended and Restated Stock Option Plan and shall receive subsequent annual grants of Options in accordance with option compensation arrangements established by the Compensation Committee and the Board of Directors of the Company during the Term of this Agreement to be completed in compliance with regulations of the appropriate regulatory authorities.
	The options shall have such terms as are determined by the Board in accordance with the Amended and Restated Stock Option Plan. In the event that options held by Executive become vested in full for any of the reasons described in Section 4.1, all options then held by Executive shall be deemed automatically at that time to be non- qualified options and not Incentive Stock Options under the Amended and Restated Stock Option Plan and may be exercised at any time during the original term of the option.
3.	Executive shall be eligible to receive an annual cash incentive bonus in an amount up to thirty percent (30%) of Executive’s annual salary, pursuant to an appraisal of Executive’s performance as outstanding by the CEO and the Compensation Committee. If the Board puts into place a restricted stock or deferred share plan, the Executive shall have the option to receive any such bonus awarded as deferred compensation.

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Effective January 1, 2010

Mr. David C. Beling
3682 Ridge Drive
Grand Junction CO 81506

Dear Dave:

This letter states the modifications that we have agreed upon in your employment agreement that was effective as of January 1, 2008.

FOR CONSIDERATION, the receipt and sufficiency of which we mutually acknowledge, we agree as follows

1.    As of January 1, 2010, your annual base salary is: $ 246,000.00.

2.    Upon any severance for death under Section 4.1 of your employment agreement, your survivors or your estate will be entitled only to receive an amount or amounts received by the Company under life insurance on your life held by the Company (totaling $492,000.00 face amount as of the date hereof), and not an amount equal to two years' base salary in effect at date of death plus bonus for that year (which would be the amount under your present employment agreement). If your salary increases in future years, it is not expected that the amount of life insurance will increase.

3.    Upon any disability for which you would be entitled to payments under Section 4.2 of your employment agreement, you would be entitled to receive an amount or amounts received by the company under disability insurance on you held by the Company (totaling $246,000.00 face amount as of the date hereof) in lieu of an amount equal to two base salary at date of death plus bonus for current year. If your salary increases in future years, it is not expected that the amount of life insurance will increase.

All other terms and conditions of your employment agreement remain in full force and effect, subject to minor modifications that we may mutually agree upon from time to time to reflect changing conditions in the Company or its business.

Please sign below to indicate your agreement to the above modifications.

Sincerely,
Geovic Mining Corp.

By:  /s/ John E. Sherborne            
John E. Sherborne
CEO, President

/s/ David C. Beling                        
David C. Beling

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EX-10.11

Exhibit 10.11

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and JOHN E. SHERBORNE (“Executive”) is effective on 01 January 2008and remains in effect through the Term of this Agreement (as hereinafter defined). The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

WHEREAS:

A.	The Company is a publicly-listed mining company incorporated in Delaware and headquartered in Colorado, whose shares are publicly traded on the Toronto Stock Exchange (TSX);
B.	The Company, through various subsidiary entities, is involved in all aspects of the international mining industry and, in particular, is assisting its wholly-owned subsidiary, Geovic, Ltd., a private corporation incorporated in the Cayman Islands and Geovic, Ltd.’s majority-owned subsidiary, Geovic Cameroon PLC
	(“GeoCam”), a private corporation incorporated in the Republic of Cameroon in developing a cobalt-nickel-manganese mining project (“Project”) in the Republic of Cameroon;
C.	The Company has no full-time employees, as all its officers are employees of Geovic, Ltd. which also is the employer of all other persons involved in the Company’s business;
D.	The Executive is experienced, qualified and specializes in the leadership, management and administration of mining and energy companies while adding substantial value during all phases of project and corporate development, and the Executive has been an executive officer of the Company since December 2006; and
E.	The Company desires to retain the Executive now as an executive officer of the Company and of Geovic Ltd., and as a full-time employee of Geovic Ltd. and Executive desires to continue his work in such capacities, all pursuant to the terms and conditions set forth in this Agreement.

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NOW THEREFORE, IT IS HEREBY AGREED as follows:

1.	Appointment, Duties and Term of Employment.
	1.1	Job Description. Geovic Ltd., now the Company’s 100%-owned subsidiary, initially employed the Executive as Executive Vice President, Corporate Development in March 2002 and subsequently as Chief Executive Officer (“CEO”) in February 2004. Executive was also elected Chairman of the Board of Directors of Geovic Ltd. in May 2004.
		Following the Company’s reverse takeover of Resource Equity in December 2006, Executive was appointed as CEO and director of the Company. Executive has performed the job functions of CEO in an admirable and effective manner and is expected to continue to perform his duties and provide the services (“Services”) to the Company and Geovic Ltd. as more specifically outlined in Schedule I. The Executive also agrees to serve as an officer and director of the Company’s other wholly- owned subsidiaries, Geovic Energy Corp. and Pawnee Drilling, LLC.
	1.2	Appointment as Officer. At or prior to approval of this Agreement by the Board of Directors of the Company (“Board”), the Executive shall be re-appointed as CEO of the Company and shall be appointed a full-time employee and CEO of Geovic Ltd. and shall perform all such other duties for the Company and its subsidiaries and affiliates as may from time to time be authorized or directed by the Board, including his current role as a director of the Company.
	1.3	Term. The Executive shall be employed by the Company in all such capacities for an employment term (“Term”) which shall be deemed to have commenced on January 1, 2008 and ending on 31 December 2009 subject to all the covenants and conditions hereinafter set forth, except that, commencing 01 January 2008, the Term of this Agreement shall be deemed automatically renewed for rolling two-year periods, whereby the Term of this Agreement is twenty four (24) months on a continuing basis.
	1.4	The Executive shall report to the Board and shall keep the Board well informed regarding Executive’s responsibilities and other Company matters and shall promptly respond to any reasonable requests by the Board in this regard.
	1.5	The Executive shall not be engaged directly or indirectly in any other business activity or previously have contracted to perform such activity at a future date which would prevent the performance of the obligations hereunder.
	1.6	The Executive shall not conduct any unethical or illegal activities on behalf of the Company or Geovic, Ltd. and agrees to comply with the Company’s Code of Business Conduct and Ethics.

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	1.7	The Executive shall be an officer of the Company and a full-time employee of Geovic Ltd. with the authority, autonomy and responsibility customary for a CEO. The Executive shall provide his Services exclusively to the Company and its subsidiaries, except that he may perform as an Outside Director on the Boards of no more than two other companies. Such outside directorships shall conform to the Company’s priorities and place no unnecessary burden upon the Company or the Executive. During the Term of this Agreement, the Executive agrees to serve, if elected, as a director of the Company or Geovic Ltd. or as an officer or director of any other subsidiary or affiliate of the Company.
2.	Consideration and expenses.
	2.1	During the Term of this Agreement, in consideration of the Executive’s Services hereunder, including, without limitation, service as an officer or director of the Company or of any subsidiary or affiliate thereof and as a full-time employee of Geovic Ltd., the Company shall pay the Executive according to the attached Schedule II payable monthly in arrears on the last working day of each month or as otherwise stipulated in Schedule II. All payments of consideration and expenses shall be made by direct deposit to an account in the name of Executive at a financial institution selected by Executive and located in the United States. All currency herein is expressed in US dollars.
	2.2	The Company or Geovic Ltd. shall pay or reimburse to the Executive:
		2.2.1	All costs reasonably and properly expended by him on behalf of the Company for performance of Services, if proper documentation of such expenses is received by the Company in accordance with the Company’s normal expense reimbursement procedures;
		2.2.2	During the Term of this Agreement, the Executive shall be entitled to participate in employee benefit plans or programs, if any, to the extent that Executive is eligible to participate in such plans or programs;
		2.2.3	During the Term of this Agreement, Executive shall be entitled to participate in the Company’s Employee Stock Option Plan and the Company’s Annual bonus Program for Executives, subject to recommendations of the Compensation Committee and approval by the Company’s Board;
		2.2.4	Until such time as the Company may adopt a medical plan, the Company shall reimburse the Executive’s medical insurance in an amount not to exceed $700/month and once such a plan is adopted, Executive shall be entitled to full family coverage under the plan; and

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		2.2.5	Expenses for Executive’s personal vehicle use shall be at a ratewhich is the greater of $0.465 per mile or the prevailing IRS mileage rate, but shall exclude the mileage associated with daily commuting.
		Such payments or reimbursements shall be made within seven (7) days of a request for reimbursement by the Executive together with provision by the Executive of such additional evidence and information as the Company or Geovic Ltd. shall reasonably require.
	2.3	The Executive shall be entitled to take four (4) calendar weeks of paid vacation annually during the Term of this Agreement, subject to the dates being previously agreed by the Board. Executive shall not be entitled to additional compensation if he fails to use this vacation, provided that with written approval of the Board, up to two (2) weeks of annual vacation may be carried over to a succeeding year. The Executive shall also be entitled to take paid holidays in accordance with standard Company or Geovic Ltd. policy.
	2.4	Executive shall accrue one (1) day of sick leave time per pay period, up to a maximum of 20 days, to be used only in connection with illness or medical conditions which interfere with providing Services.
3.	Termination.
	3.1	Either Party may terminate this Agreement and Executive’s employment with the Company by providing written notice to the other Party at least forty-five (45) days prior to the termination date.
	3.2	The Company may terminate this Agreement and Executive’s employment with Geovic Ltd. without obligation to Executive by providing written notice to Executive at any time upon the occurrence of any one or more of the following events:
		3.2.1	Executive’s breach of any material obligation owed the Company in this Agreement;
		3.2.2	Executive’s neglect of duties to be performed under this Agreement;
		3.2.3	Executive’s failure or refusal to follow lawful directions given by the Board;
		3.2.4	Executive’s dishonest conduct or conduct that has damaged or will likely damage the reputation of the Company or conduct which is clearly contrary to the Company’s Code of Business Conduct and Ethics;

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	3.2.5	Executive being convicted of a felony;
	3.2.6	Executive engaging in any act of moral turpitude;
	3.2.7	Death of Executive; or
	3.2.8	Executive becoming permanently disabled for a period of six (6) consecutive months from performing the duties of his employment.
3.3	Anything contained in Section 3.2 to the contrary notwithstanding, the Company shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.2.1, 3.2.2 or 3.2.3 unless the Company shall have first given the Executive twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Executive shall have failed to cure such grounds for termination within the twenty-one (21) day period.
3.4	Executive may terminate this Agreement and Executive’s employment by the Company by providing written notice to the Company at any time upon the occurrence of any one or more of the following events:
	3.4.1	The Company’s breach of any material obligation owed the Executive in this Agreement;
	3.4.2	The Company requiring Executive to perform illegal activities;
	3.4.3	Bankruptcy of the Company;
	3.4.4	Inability of Executive to substantially perform his essential duties under this Agreement because of a disability; or
	3.4.5	In the event of merger, consolidation, divestiture, takeover, significant sale, change in control or any similar business circumstance with the Company or its subsidiaries which result within 12 months of the change in control in either (i) a termination or threatened termination of Executive’s employment or a reduction in compensation to be paid to Executive, or (ii) a significant change in the duties of Executive reasonably deemed unacceptable by Executive.

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			The term “change in control” shall mean either: (1) any one Person (or group of affiliated persons) holds a sufficient number of Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, or (2) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of the Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, where such Person or combination of Persons did not previously hold a sufficient number of Voting Shares to affect materially the control of the Company or Resulting Issuer. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the Voting Shares of the Company is deemed to materially affect the control of the Company or Resulting Issuer. Capitalized terms in this change in control paragraph have the same meaning as used in the TSX Corporate Finance Manual.
	3.5	Anything contained in Section 3.4 to the contrary notwithstanding, the Executive shall not terminate this Agreement and Executive’s employment with the Company or Geovic Ltd. pursuant to Section 3.4.1 or 3.4.2 unless the Executive shall have first given the Company twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Company shall have failed to cure such grounds for termination within the twenty-one (21) day period.
4.	Severance.
	4.1	Within ninety (90) days of this Agreement and Executive’s employment being terminated by the Company pursuant to Section 3.1 or Section 3.2.8 or by the Executive pursuant to Section 3.4.1, 3.4.2, 3.4.4 or 3.4.5, the Company shall pay Executive a lump sum severance of two (2) years of the minimum base salary pursuant to Schedule II, section 1, commencing on the effective date of the termination, plus any annual bonus to which Executive would have been entitled had the Agreement not been terminated. In addition, the Executive shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that he then holds. Also, any restrictions with respect to restricted shares of the Company’s capital stock that he then holds shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority.

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	4.2	Within ninety (90) days of this Agreement and Executive’s employment with the Company being terminated by the Company pursuant to Section 3.2.7 (Death of Executive during the Term), the Company shall pay the trustee named in Executive’s last will and testament, if any, and if none, then the Executive’s estate, a lump sum severance of two (2) years of the minimum base salary pursuant to Schedule II, Section 1 commencing on the date of death, plus any annual bonus to which Executive would have been entitled had the Agreement not been terminated and Executive’s trustee named in Executive’s last will and testament, if any, and if none, then Executive’s estate, shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that the Executive held at the time of his death and/or any restrictions with respect to restricted shares of the Company’s capital stock the Executive held at the time of his death shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority or pooling restrictions entered into by the Company.
		These Sections 4.1 and 4.2 and other Sections of this Agreement shall comply with all laws, rules and regulations of securities commissions and stock exchanges to which the Company may be subject, or with which it must comply. Otherwise the Executive and the Company agree to reasonably modify this Agreement in a manner that meets such requirements.
5.	Confidentiality.
	5.1	In this Agreement, all information and data (“Information”) includes oral or written, computer file or other permanent form relating to the Company, Geovic Ltd., GeoCam, Geovic Energy Corp. and any other subsidiaries and affiliates of the Company (together the “Group”) and their businesses and assets or any part thereof disclosed or provided to the Executive and all documents, computer files or other records prepared by the Executive which contain or are based on any such information or data, together with all confidential information and data concerning the business of the Group, and information to the Group that is furnished by a third party and deemed confidential and that was furnished by the third party after assurance of confidential treatment.
	5.2	The Executive shall keep all Information strictly confidential and shall not disclose the Information, in whole or in part, to any person other than directors or employees of the Group and outside personnel that need to know such Information for their performance of services on behalf of the Company.

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	5.3	The Executive shall not use the Information for any purpose whatsoever other than for the purpose of providing the Services herein, and as may be required or beneficial in the performance of the Services herein.
	5.4	The provisions of Sections 5.2 and 5.3 shall not apply to Information:
		5.4.1	which at the time of disclosure is available to the public generally;
		5.4.2	which after disclosure becomes available to the public generally, other than by reason of a breach by the Executive of his obligations under this Agreement; or
		5.4.3	subject to any disclosure if such disclosure is the requirement of a court of competent jurisdiction.
	5.5	The obligations in Sections 5.2 and 5.3 shall remain in effect for three (3) years after termination of this Agreement, and for such longer term as may reasonably be required to maintain the confidentiality of Information material to the Group’s business.
6.	Company property.
	6.1	The products and results of the Services shall be the exclusive property of the Company.
	6.2	On the expiration or termination of the Term of this Agreement (for whatever reason and howsoever caused) the Executive shall promptly deliver to the Company all copies of all Information in the possession or under the control of Executive and all other property belonging to the Company which may be in possession or under his control.
7.	Taxes
	Federal and state taxes will be withheld by the company from Executive’s monthly salary and cash bonuses, if any, and Executive shall be eligible for workers compensation and unemployment insurance benefits to the extent provided by law. For all purposes under this Agreement, Executive is a resident of the State of Colorado.
8.	Evacuation.
	The Company shall make all available efforts to ensure the release, evacuation and/or medical care of the Executive and/or members of his family if the Executive and/or members of his family are kidnapped, held hostage, require emergency medical evacuation or are caught up in any kind of civil unrest or violence during Executive’s performance of Services to the Company.

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9.	Notices.
	9.1	Any notice to be given under this Agreement must be in writing and must be delivered to the addressee in person or left at the address of the addressee or sent by facsimile to the facsimile number of the addressee which in each case is specified in this Section, and marked for the attention of the person so specified, or to such other address or facsimile number and/or marked for the attention of such other person as the relevant Party may from time to time specify by notice given in accordance with this Section.
		The details of each Party at the date of this Agreement are:

To the Company:	GEOVIC MINING CORP. 743 Horizon Court, Suite 300A Grand Junction, CO 81506 USA Facsimile: 970 256 9241 Attention: The Secretary
To the Executive:	JOHN E. SHERBORNE 743 Horizon Court, Suite 300A Grand Junction, Colorado 81506 Facsimile: 970 256 9241

	9.2	A notice shall take effect from the time it is deemed to be received as follows:
		9.2.1	in case of a notice delivered to the addressee in person, upon delivery;
		9.2.2	in the case of a notice left at the address of the addressee, upon delivery at that address;
		9.2.3	in the case of facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates the facsimile number of the recipient.
10.	Governing law and venue.
	This Agreement shall be governed by and interpreted in accordance with the laws of Colorado, United States, and venue for any action relating to or arising out of this Agreement shall only be proper in Mesa County, Colorado, United States.
11.	No waiver.
	The failure of any party to insist upon the strict performance of any of the terms, conditions or provisions of this Agreement shall not be construed as a waiver of relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect.

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12.	Rights, obligations and assignment.
	The rights and obligations of the Company and Geovic Ltd. under this Agreement shall inure to the benefit of, and shall be binding upon, their respective successors and assigns.
13.	Severability.
	If any of the provisions of this Agreement shall for any reason be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Agreement, but shall be confined to such invalid or unenforceable provision.
14.	Captions.
	The captions inserted in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of this Agreement, or any provision hereof, nor in any way affect the interpretation of this Agreement.
15.	Entire Agreement.
	This Agreement and the schedules hereto embody the entire understanding between the Parties hereto pertaining to the subject matter hereto and supersedes all prior agreements and understandings of the parties in connection therewith.

IN WITNESS whereof the Parties hereto have executed the Agreement this 5th day of May 2008, effective as of 01 January 2008.

Signed  /s/ Michael T. Mason                                     
Michael T. Mason, for and on behalf of the
Board of GEOVIC MINING CORP.

Signed  /s/ William A. Buckovic                                  
William A. Buckovic, for and on behalf of the
Board of GEOVIC LTD.

Signed  /s/ John E. Sherborne                                      
JOHN E. SHERBORNE, Executive

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SCHEDULE I
THE SERVICES

Services to be provided by the Executive include:

1.	In accordance with the directives of the Board, provide leadership and develop and guide the strategic objectives of the Company and Geovic Ltd. and assume overall corporate authorities and responsibilities, including but not limited to establishing priorities and policies; engaging, hiring, managing and directing corporate and administrative employees, consultants and contractors; initiating and advancing Corporate and Project development; implement programs and activities to significantly enhance the values of all stakeholders, particularly with respect to corporate socioeconomic objectives; and overseeing and assuring that the performance of all such activities are conducted under global corporate governance standards and laws of appropriate jurisdiction.
2.	Schedule and organize Board meetings and communications with Board members and organize committees of the Board to address and comply with requirements related to compensation, corporate governance and auditing matters and other policies, laws and regulations pertaining to the Company and Geovic Ltd. and compliance thereto.
3.	Initiate, oversee and actively participate in arranging, negotiating and closing debt and public or private equity financings.
4.	Coordinate and actively participate in the production and review of documents and reports required to be filed by the Company with any Securities Exchange or securities regulatory authority, including the U.S. Securities and Exchange Commission.
5.	Plan and direct Company’s public and investor relations activities and advocate and promote the attributes and value of the Company and its subsidiaries and affiliates to public, financial and technical communities. Present information or respond to government authorities and other parties on an as-needed basis.
6.	Provide any other executive, management, administrative, financial and business service or undertake any other action believed to be in the best interest of the Company, its subsidiaries, business interests and shareholders.

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SCHEDULE II
COMPENSATION

1.	In accordance with Section 2.1 of this Agreement, the Executive shall be paid a salary of US$275,000 per year effective January 1. 2008. The Executive's performance and compensation package shall be reviewed annually by the Compensation Committee of the Board.
2.	Executive has received, upon approval by the Compensation Committee of the Board and the Board itself, an initial grant of options to purchase up to 250,000 Option Shares in accordance with the Company’s Amended and Restated Stock Option Plan and shall receive subsequent annual grants of Option Shares in accordance with option compensation arrangements established by the Compensation Committee and the Board of the Company during the Term of this Agreement to be completed in compliance with regulations of the appropriate regulatory authorities. The options shall have such terms as are determined by the Board in accordance with the Amended and Restated Stock Option Plan. In the event that options held by Executive become vested in full for any of the reasons described in Section 4.1, all options then held by Executive shall be deemed automatically at that time to be non-qualified options and not Incentive Stock Options under the Amended and Restated Stock Option Plan and may be exercised at any time during the original term of the option.
3.	Executive shall be eligible to receive annual cash incentive bonus in an amount established annually by the Compensation Committee and approved by the Board, pursuant to an appraisal of Executive’s performance by the Compensation Committee and the Board. If the Board puts into place a restricted stock or deferred share plan, the Executive shall have the option to receive any such bonus awarded as deferred compensation.

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Effective January 1, 2010

Mr. John E. Sherborne
1401 Wewatta St., Unit 1102
Denver CO 80202

Dear Jack:

This letter states the modifications that we have agreed upon in your employment agreement that was effective as of January 1, 2008.

FOR CONSIDERATION, the receipt and sufficiency of which we mutually acknowledge, we agree as follows

1.    As of January 1, 2010, your annual base salary is: $ 285,000.00.  

2.    Upon any severance for death under Section 4.1 of your employment agreement, your survivors or your estate will be entitled only to receive an amount or amounts received by the Company under life insurance on your life held by the Company (totaling $570,000.00 face amount as of the date hereof), and not an amount equal to two years' base salary in effect at date of death plus bonus for that year (which would be the amount under your present employment agreement). If your salary increases in future years, it is not expected that the amount of life insurance will increase.

3.    Upon any disability for which you would be entitled to payments under Section 4.2 of your employment agreement, you would be entitled to receive an amount or amounts received by the company under disability insurance on you held by the Company (totaling $285,000.00 face amount as of the date hereof) in lieu of an amount equal to two years base salary at date of death plus bonus for current year. If your salary increases in future years, it is not expected that the amount of life insurance will increase.

All other terms and conditions of your employment agreement remain in full force and effect, subject to minor modifications that we may mutually agree upon from time to time to reflect changing conditions in the Company or its business.

Please sign below to indicate your agreement to the above modifications.

Sincerely,
Geovic Mining Corp.

By: /s/ Barbara A. Filas                         
Barbara A. Filas, Executive
Vice President, Corporate Development, Chief Administrative Officer

/s/ John E. Sherborne                          
John E. Sherborne

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EX-10.12

Exhibit 10.12

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and GREG C. HILL (“Executive”) is effective on 01 January 2008 and remains in effect through the Term of this Agreement (as hereinafter defined). The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

WHEREAS:

A.	The Company is a publicly-listed mining company incorporated in Delaware and headquartered in Colorado, whose shares are publicly traded on the Toronto Stock Exchange (TSX);
B.	The Company through various subsidiary entities is involved in all aspects of the international mining industry and, in particular, is assisting its wholly-owned subsidiary, Geovic, Ltd, a private corporation incorporated in the Cayman Islands and its majority-owned subsidiary, Geovic Cameroon PLC (“GeoCam”), a private corporation incorporated in Cameroon in developing a cobalt-nickel-manganese mining project (“Project”) in the Republic of Cameroon;
C.	The Company has no full time employees, as all its officers are employees of Geovic, Ltd. which also is the employer of all other persons involved in the Company’s business;
D.	The Executive is experienced, qualified and specializes in the financing, control and associated administration of companies, including those engaged in the resource sector, while adding substantial value during all phases of project and corporate development, and the Executive has been an executive officer of the Company since 01 November 2007;
E.	The Executive and Geovic Ltd. were Parties to an Executive Consulting Contract dated 01 August 2006 through 31 December 2006 that was extended on a month- to-month basis until the Executive became an officer and full-time employee of the Company; and
F.	The Company desires to retain the Executive now as an executive officer of the Company and of Geovic Ltd. and as a full-time employee of Geovic Ltd. and Executive desires to continue his work in such capacities, all pursuant to the terms and conditions set forth in this Agreement;

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NOW THEREFORE, IT IS HEREBY AGREED as follows:

1.	Appointment, Duties and Term of Employment.
	1.1	Job Description. Geovic, Ltd., now the Company’s 100%-owned subsidiary, initially employed the Executive as the acting Chief Financial Officer (“CFO”) on a consulting basis in August 2006. On 01 November 2007 the Executive was appointed Senior Vice President and CFO of the Company. Executive has performed the job functions of Senior Vice President and CFO in an admirable and effective manner and is expected to continue to perform his duties and provide the services (“Services”) to the Company and Geovic Ltd. as more specifically outlined in Schedule I.
		The Executive also agrees to serve as CFO of the Company’s other wholly-owned subsidiaries, Geovic Energy Corp. and Pawnee Drilling, LLC, as requested.
	1.2	Appointment as Officer. At or prior to approval of this Agreement by the Board of Directors of the Company (“Board”), the Executive shall be appointed as Senior Vice President and full time Chief Financial Officer of the Company and shall be appointed a full-time employee and the CFO of Geovic Ltd. and shall perform all such other duties for the Company and its subsidiaries and affiliates as may from time to time be authorized or directed by the Chief Executive Officer (CEO) or the Board.
	1.3	Term. The Executive shall be employed by the Company in all such capacities for an employment term (“Term”) beginning 01 January 2008 and initially ending on 31 December 2009 subject to all the covenants and conditions hereinafter set forth except that, commencing January 1, 2008, the Term of this Agreement shall be deemed automatically renewed for rolling two-year periods, whereby the Term of this Agreement is twenty four (24) months on a continuing basis.
	1.4	The Executive shall report to the Chief Executive Officer (“CEO” or “Contact Person”) on most matters and to the Board on certain regulatory matters. The Executive shall keep the CEO and Board well informed regarding the financial condition of the Company and its subsidiaries and other Company matters and shall promptly respond to any reasonable requests by the CEO and Board in this regard. Executive shall also provide Services and assist the Company in reaching well-reasoned decisions and implementing those decisions regarding GeoCam and the Project, particularly those dealing with financial matters of the subsidiary and relations with its shareholders.

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	1.5	The Executive shall not be engaged directly or indirectly in any other business activity or contract to perform such activity at a future date which would prevent the performance of the obligations hereunder.
	1.6	The Executive shall not conduct any unethical or illegal activities on behalf of the Company and agrees to comply with the Company’s Code of Business Conduct and Ethics.
	1.7	The Executive shall be an officer of the Company and a full-time employee of Geovic Ltd. with the authority, autonomy and responsibility customary for a Senior Vice President and CFO. The Executive shall provide his Services exclusively to the Company and its subsidiaries, except that he may perform as an Outside Director on the Boards or member of the advisory boards of no more than three other companies. Such outside directorships or advisory board memberships shall conform to Company’s priorities and place no unnecessary burden upon the Company or the Executive. During the Term of this Agreement, the Executive agrees to serve, if elected, as a director of the Company or Geovic Ltd. or as an officer or director of any other subsidiary or affiliate of the Company.
2.	Consideration and expenses.
	2.1	During the Term of this Agreement, in consideration of the Executive’s Services hereunder, including, without limitation, service as an officer or director of the Company or of any subsidiary or affiliate thereof and as a full-time employee of Geovic Ltd., the Company shall pay the Executive according to the attached Schedule II payable monthly in arrears on the last working day of each month or more frequently in accordance with the Company’s pay practices. All payments of consideration and expenses shall be made by direct deposit to an account in the name of Executive at a financial institution selected by Executive and located in the United States. All currency herein is expressed in US dollars.
	2.2	The Company or Geovic Ltd. shall pay or reimburse to the Executive:
		2.2.1	All costs reasonably and properly expended by him on behalf of the Company for performance of Services, if proper documentation of such expenses is received by the Company in accordance with the Company’s normal expense reimbursement procedures;
		2.2.2	During the Term of this Agreement, the Executive shall be entitled to participate in employee benefit plans or programs, if any, to the extent that Executive is eligible to participate in such plans or programs;

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	2.2.3	During the Term of this Agreement, Executive shall be entitled to participate in the Company’s Employee Stock Option Plan and the Company’s Annual bonus Program for Executives, subject to recommendations of the Compensation Committee and approval by the Company’s Board;
	2.2.4	Until such time as the Company may adopt a medical plan, the Company shall reimburse the Executive’s medical insurance in an amount not to exceed $700/month and once such a plan is adopted, Executive shall be entitled to full family coverage under the plan;
	2.2.5	Expenses for Executive’s personal vehicle use shall be at a rate which is the greater of $0.465 per mile or the prevailing IRS mileage rate, but shall exclude the mileage associated with daily commuting;
	2.2.6	As soon as appropriate and as mutually agreed by the Parties, the Executive will re-locate from Englewood to Grand Junction, Colorado. Company or Geovic Ltd. shall pay to the Executive an amount, not to exceed, $45,000 to cover the costs of the move, including the costs to pack, move and store household effects, costs to sell the Executive’s house, closing costs on a new home purchase and incidental expenses, subject to proper documentation. Separately, the Company will reimburse the costs of one house hunting trip for the Executive and his spouse.
		Such payments or reimbursements shall be made within 7 days of a request for reimbursement by the Executive together with provision by the Executive of such additional evidence and information as the Company or Geovic Ltd. shall reasonably require.
2.3	The Executive shall be entitled to take four (4) calendar weeks of paid vacation annually during the Term of this Agreement, subject to the dates being previously agreed by the CEO. Executive shall not be entitled to additional compensation if he fails to use this vacation provided that up to two (2) weeks of annual vacation may be carried over to a succeeding year. The Executive shall also be entitled to take paid holidays in accordance with standard Company or Geovic Ltd. policy.
2.4	Executive shall accrue one (1) day of sick leave time per pay period, up to a maximum of 20 days, to be used only in connection with illness or medical conditions which interfere with providing Services.

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3.	Termination.
	3.1	Either Party may terminate this Agreement and Executive’s employment with the Company by providing written notice to the other Party at least forty-five (45) days prior to the termination date.
	3.2	The Company may by notice in writing immediately terminate this Agreement and Executive’s employment with Geovic Ltd. without obligation to the Executive by providing written notice to the Executive at any time upon the occurrence of any one or more of the following events:
		3.2.1	Executive’s breach of any material obligation owed the Company or Geovic Ltd. in this Agreement;
		3.2.2	Executive’s neglect of duties to be performed under this Agreement;
		3.2.3	Executive’s failure or refusal to follow lawful directions given by the CEO or the Board;
		3.2.4	Executive’s dishonest conduct or conduct that has damaged or will likely damage the reputation of the Company, or conduct which is clearly contrary to the Company’s Code of Business Conduct and Ethics;
		3.2.5	Executive being convicted of a felony;
		3.2.6	Executive engaging in any act of moral turpitude;
		3.2.7	The death of Executive; or
		3.2.8	Executive becoming permanently disabled for a period of six (6) consecutive months from performing the duties of his employment.
	3.3	Anything contained in Section 3.2 to the contrary notwithstanding, the Company shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.2(1), (2) or (3) unless the Company shall have first given the Executive twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Executive shall have failed to cure such grounds for termination within the twenty-one (21) day period.
	3.4	Executive may terminate this Agreement and Executive’s employment by the Company by providing written notice to the Company at any time upon the occurrence of any one or more of the following events:

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	3.4.1	The Company’s breach of any material obligation owed the Executive in this Agreement;
	3.4.2	The Company requiring Executive to perform illegal activities;
	3.4.3	Bankruptcy of the Company;
	3.4.4	Inability of Executive to substantially perform his essential duties under this Agreement because of a disability.
	3.4.5	In the event of merger, consolidation, divestiture, takeover, significant sale, change in control or any similar business circumstance with Company or its subsidiaries which result within 12 months of the change in control in either (i) a termination or threatened termination of Executive’s employment or a reduction in compensation to be paid to Executive, or (ii) a significant change in the duties of Executive reasonably deemed unacceptable by Executive.
		The term “change in control” shall mean either: (1) any one Person (or group of affiliated persons) holds a sufficient number of Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, or (2) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of the Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, where such Person or combination of Persons did not previously hold a sufficient number of Voting Shares to affect materially the control of the Company or Resulting Issuer. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the Voting Shares of the Company is deemed to materially affect the control of the Company or Resulting Issuer. Capitalized terms in this change in control paragraph have the same meaning as used in the TSX Corporate Finance Manual.
3.5	Anything contained in Section 3.4 to the contrary notwithstanding, the Executive shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.4(1) or (2) unless the Executive shall have first given the Company twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Company shall have failed to cure such grounds for termination within the twenty-one (21) day period.

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4.	Severance.
	4.1	Within ninety (90) days of this Agreement and Executive’s employment being terminated by the Company pursuant to Section 3.1 or Section 3.2.8 or by the Executive pursuant to Section 3.4.1, 3.4.2, 3.4.4 or 3.4.5, the Company shall pay Executive a lump sum severance of two (2) years of the minimum base salary pursuant to Schedule II, section 1, plus any earned bonus accrued to the time of such voluntary or involuntary termination. In addition, the Executive shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that he then holds and/or any restrictions with respect to restricted shares of the Company’s capital stock that he then holds shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority.
	4.2	Within ninety (90) days of this Agreement and Executive’s employment with the Company being terminated by the Company pursuant to Section 3.2.7 (Death of Executive during the Term), the Company shall pay the trustee named in Executive’s last will and testament, if any, and if none, then the Executive’s estate, a lump sum severance of two (2) years of the minimum base salary pursuant to Schedule II, Section 1 commencing on the date of death, plus any annual bonus to which Executive would have been entitled had the Agreement not been terminated and Executive’s trustee named in Executive’s last will and testament, if any, and if none, then Executive’s estate, shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that the Executive held at the time of his death and/or any restrictions with respect to restricted shares of the Company’s capital stock the Executive held at the time of his death shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority or pooling restrictions entered into by the Company.
		These Sections 4.1 and 4.2 and other Sections of this Agreement shall comply with all laws, rules and regulations of securities commissions and stock exchanges to which the Company may be subject, or with which it must comply. Otherwise the Executive and the Company agree to reasonably modify this Agreement in a manner that meets such requirements.

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5.	Confidentiality.
	5.1	In this Agreement, all information and data (“Information”) includes oral or written, computer file or other permanent form relating to the Company, Geovic Ltd., GeoCam and any other subsidiaries and affiliates of the Company (together the “Group”) and their businesses and assets or any part thereof disclosed or provided to the Executive and all documents, computer files or other records prepared by the Executive which contain or are based on any such information or data, together with all confidential information and data concerning the business of the Group, and information to the Group that is furnished by a third party and deemed confidential and that was furnished by the third party after assurance of confidential treatment.
	5.2	The Executive shall keep all Information strictly confidential and shall not disclose the Information, in whole or in part, to any person other than directors or employees of the Group and outside personnel that need to know such Information for their performance of services on behalf of the Company.
	5.3	The Executive shall not use the Information for any purpose whatsoever other than for the purpose of providing the Services herein, and as may be required or beneficial in the performance of the Services herein.
	5.4	The provisions of Clauses 5.2 and 5.3 shall not apply to Information:
		5.4.1	which at the time of disclosure is available to the public generally;
		5.4.2	which after disclosure becomes available to the public generally, other than by reason of a breach by the Executive of his obligations under this Agreement; or
		5.4.3	subject to any disclosure if such disclosure is the requirement of a court of competent jurisdiction.
	5.5	The obligations in Clauses 5.2 and 5.3 shall remain in effect for three (3) years after termination of this Agreement, and for such longer term as may reasonably be required to maintain the confidentiality of Information material to the Group’s business.
6.	Company property.
	6.1	The products and results of the Services shall be the exclusive property of the Company.

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	6.2	On the expiration or termination of the Term of this Agreement (for whatever reason and howsoever caused) the Executive shall promptly deliver to the Company all copies of all Information in the possession or under the control of Executive and all other property belonging to the Company which may be in possession or under his control.
7.	Taxes.
	Federal and state taxes will be withheld by the company from Executive’s monthly salary and, if required by law, from other payments made to Executive, and Executive shall be eligible for workers compensation and unemployment insurance benefits to the extent provided by law. For all purposes under this Agreement, Executive is a resident of the State of Colorado.
8.	Evacuation.
	The Company shall make all available efforts to ensure the release, evacuation and/or medical care of the Executive and/or members of his family if the Executive and/or members of his family are kidnapped, held hostage, require emergency medical evacuation or are caught up in any kind of civil unrest or violence during Executive’s performance of Services to the Company.
9.	Notices.
	9.1	Any notice to be given under this Agreement must be in writing and must be delivered to the addressee in person or left at the address of the addressee or sent by facsimile to the facsimile number of the addressee which in each case is specified in this clause, and marked for the attention of the person so specified, or to such other address or facsimile number and/or marked for the attention of such other person as the relevant Party may from time to time specify by notice given in accordance with this clause.
		The details of each party at the date of this Agreement are:

To the Company:	Geovic Mining Corp. 743 Horizon Court, Suite 300A Grand Junction, CO 81506 USA Facsimile: 970 256 9241 Attention: The Secretary
To the Executive:	GREG HILL 743 Horizon Court, Suite 300A Grand Junction, CO 81506 USA Facsimile: 970 256 9241

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	9.2	A notice shall take effect from the time it is deemed to be received as follows:
		9.2.1	in case of a notice delivered to the addressee in person, upon delivery;
		9.2.2	in the case of a notice left at the address of the addressee, upon delivery at that address;
		9.2.3	in the case of facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates the facsimile number of the recipient.
10.	Governing law and venue.
	This Agreement shall be governed by and interpreted in accordance with the laws of Colorado, United States, and venue for any action relating to or arising out of this Agreement shall only be proper in Mesa County, Colorado, USA.
11.	No waiver.
	The failure of any party to insist upon the strict performance of any of the terms, conditions or provisions of this Agreement shall not be construed as a waiver of relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect.
12.	Rights, obligations and assignment.
	The rights and obligations of the Company and Geovic Ltd. under this Agreement shall inure to the benefit of, and shall be binding upon, their respective successors and assigns.
13.	Severability
	If any of the provisions of this Agreement shall for any reason be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Agreement, but shall be confined to such invalid or unenforceable provision.
14.	Captions.
	The captions inserted in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of this Agreement, or any provision hereof, nor in any way affect the interpretation of this Agreement.
15.	Entire Agreement
	This Agreement and the schedules hereto embody the entire understanding between the Parties hereto pertaining to the subject matter hereto and supersede all prior agreements and understandings of the Parties in connection therewith.

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IN WITNESS whereof the Parties hereto have executed the Agreement this  22nd day of May 2008, effective as of 01 January 2008.

Signed  /s/ John E. Sherborne                                  
John E. Sherborne, for and on behalf of
GEOVIC MINING CORP.

Signed  /s/ John E. Sherborne                                  
John E. Sherborne, for and on behalf of
GEOVIC LTD.

Signed  /s/ Greg C. Hill                                             
GREG C. HILL, Executive

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SCHEDULE I
THE SERVICES

Services to be provided by the Executive include:

1.	In accordance with the directives of the CEO or the Board, develop and guide the financial objectives of the Company and Geovic Ltd. and the Company’s other subsidiaries and assume overall corporate finance-related authorities and responsibilities, including but not limited to fund raising, accounting, auditing, control, compliance and related reporting responsibilities; engaging, hiring managing and directing finance-related employees, consultants and contractors; initiating and advancing Company finance strategy development; and overseeing and assuring that the performance of all such activities are conducted under global corporate governance standards and all laws of appropriate jurisdiction.
2.	Meet with the Audit and/or Corporate Compliance committees of the Board on an as requested basis and provide, in a timely manner, all requested materials that such committees may require, and take such actions, consistent with the responsibilities of the Executive, as such committees shall request.
3.	Initiate and actively participate in arranging, negotiating and closing debt and public or private equity financings.
4.	Have final responsibility, with the Chief Executive Officer, to review and sign documents and reports required to be filed by the Company with any Securities Exchange or securities regulatory authority, including the U.S. Securities and Exchange Commission.
5.	Advocate and promote the attributes and value of Company to public, financial and technical communities. Present information or respond to government authorities and other parties on an as-needed basis.
6.	Assist GeoCam, as required, in connection with preparation of financial reports and other accounting matters.
7.	Participate in public and investor relations activities.
8.	Provide all services listed above on an as-needed basis to the Company’s subsidiaries and affiliates and assume all finance-related responsibilities associated with the Company’s involvement with GeoCam. Serve as Company negotiator, in consultation with the Chief Executive Officer, on GeoCam shareholder matters.
9.	Provide any other executive, management, administrative, financial and business service or undertake any other action believed to be in the best interest of the Company, its subsidiaries, business interests and shareholders.

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SCHEDULE II
COMPENSATION

1.	In accordance with section 2.1 of this Agreement, the Executive shall be paid a salary of $192,000 per year effective 01 January 2008. The Executive's performance and compensation package shall be reviewed annually by the CEO and by the Compensation Committee of the Board.
2.	Executive has received, upon approval by the Compensation Committee of the Board and the Board itself, an initial grant of options to purchase up to 400,000 Option Shares in accordance with the Company’s Amended and Restated Stock Option Plan and shall receive subsequent annual grants of Option Shares in accordance with option compensation arrangements established by the Compensation Committee and the Board of the Company during the Term of this Agreement to be completed in compliance with regulations of the appropriate regulatory authorities. The options shall have such terms as are determined by the Board in accordance with the Amended and Restated Stock Option Plan. In the event that options held by Executive become vested in full for any of the reasons described in Section 4.1, all options then held by Executive shall be deemed automatically at that time to be non- qualified options and not Incentive Stock Options under the Amended and Restated Stock Option Plan and may be exercised at any time during the original term of the option.
3.	Executive shall be eligible to receive an annual cash incentive bonus in an amount up to thirty percent (30%) of Executive’s annual salary, pursuant to an appraisal of Executive’s performance as outstanding by the CEO and the Compensation Committee. If the Board puts into place a restricted stock or deferred share plan, the Executive shall have the option to receive any such bonus awarded as deferred compensation.
4.	Executive shall be eligible to receive a special bonus award if the Board determines that he performs an outstanding job in successfully arranging and consummating the project finance package for the Cameroon cobalt project. If the Board puts into place a restricted stock or deferred share plan, the Executive shall have the option to receive any such special bonus awarded as deferred compensation.

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Effective January 1, 2010

Mr. Greg C. Hill
6316 East Long Circle South
Centinnial CO 80112

Dear Greg:

This letter states the modifications that we have agreed upon in your employment agreement that was effective as of January 1, 2008.

FOR CONSIDERATION, the receipt and sufficiency of which we mutually acknowledge, we agree as follows

1.    As of January 1, 2010, your annual base salary is: $210,000.00.

2.    Upon any severance for death under Section 4.1 of your employment agreement, your survivors or your estate will be entitled only to receive an amount or amounts received by the Company under life insurance on your life held by the Company (totaling $420,000.00 face amount as of the date hereof), and not an amount equal to two years' base salary in effect at date of death plus bonus for that year (which would be the amount under your present employment agreement). If your salary increases in future years, it is not expected that the amount of life insurance will increase.

3.    Upon any disability for which you would be entitled to payments under Section 4.2 of your employment agreement, you would be entitled to receive an amount or amounts received by the company under disability insurance on you held by the Company (totaling $210,000.00 face amount as of the date hereof) in lieu of an amount equal to two base salary at date of death plus bonus for current year. If your salary increases in future years, it is not expected that the amount of life insurance will increase.

All other terms and conditions of your employment agreement remain in full force and effect, subject to minor modifications that we may mutually agree upon from time to time to reflect changing conditions in the Company or its business.

Please sign below to indicate your agreement to the above modifications.

Sincerely,
Geovic Mining Corp.

By: /s/ John E. Sherborne              
John E. Sherborne
CEO, President

/s/ Greg C. Hill                                  
Greg C. Hill

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EX-10.13

Exhibit 10.13

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and BARBARA A. FILAS (“Executive”) is effective on 16 February, 2009 and remains in effect through the Term of this Agreement (as hereinafter defined). The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

WHEREAS:

A.	The Company is a publicly-listed mining company incorporated in Delaware and headquartered in Colorado, whose shares are publicly traded on the Toronto Stock Exchange (TSX) and the Over the Counter Bulletin Board (OTCBB);
B.	The Company through various subsidiary entities is involved in all aspects of the international mining industry and, in particular, is assisting its wholly-owned subsidiary, Geovic, Ltd, a private corporation incorporated in the Cayman Islands and its majority-owned subsidiary, Geovic Cameroon PLC (“GeoCam”), a private corporation incorporated in Cameroon to develop a cobalt-nickel-manganese mining project (“Project”) in the Republic of Cameroon;
C.	In addition, the Company through its wholly-owned subsidiary Geovic Energy Corp., engages in energy exploration and development activities in the United States and elsewhere:
D.	The Company has no full time employees, as all its officers are employees of Geovic, Ltd. which also is the employer of all other persons involved in the Company’s business;
E.	The Executive is a highly qualified mining and environmental engineer with extensive experience in project operations, engineering, social and environmental impact assessment and regulatory support. Her efforts have included mine development plans, waste containment facility designs, reclamation plans and surety estimates, project permitting, and comprehensive multidisciplinary environmental and social program site and compliance audits. She has developed numerous engineering designs and permitting documents that have successfully passed the scrutiny of local regulatory agencies as well as the international lending community. She has developed considerable management and leadership capabilities as President of a major environmental and engineering consultancy;
F.	The Company desires to employ the Executive as an executive officer of the Company and of Geovic Ltd. and as a full-time employee of Geovic Ltd. and Executive desires to be employed in such capacities, all pursuant to the terms and conditions set forth in this Agreement;

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NOW THEREFORE, IT IS HEREBY AGREED as follows:

1.	Appointment, Duties and Term of Employment.
	1.1	Job Description. Geovic, Ltd., the Company’s 100%-owned operating subsidiary, agrees to employ the Executive as Senior Vice President, Corporate Development based in the Company’s Denver head office.
		Executive is expected to perform her duties and provide the services (“Services”) to the Company and Geovic Ltd. as more specifically outlined in Schedule I.
	1.2	Appointment as Officer. At or prior to approval of this Agreement by the Board of Directors of the Company (“Board”), the Executive shall be appointed as Senior Vice President, Corporate Development of the Company and Geovic Ltd. and shall become a full-time employee of Geovic Ltd. In addition, Executive shall perform all such other duties for the Company and its subsidiaries and affiliates as may from time to time be authorized or directed by the Chief Executive Officer (CEO) or the Board.
	1.3	Term. The Executive shall be engaged by the Company in all such capacities for an employment term (“Term”) beginning 16 February 2009 and initially ending 31 December 2010 subject to all the covenants and conditions hereinafter set forth except that, beginning 01 January 2011, the Term of this Agreement shall be deemed automatically renewed for rolling two-year periods, whereby the Term of this Agreement is twenty four (24) months on a continuing basis.
	1.4	The Executive shall report primarily to the Chief Executive Officer (“CEO” or “Contact Person”) on Company matters and to the Board on certain special matters. The Executive shall keep the CEO, the Executive Vice President-Chief Operating Officer and the Board well informed regarding the Company’s corporate development activities and other Company matters and shall promptly respond to any reasonable requests by the CEO, the COO and the Board in this regard. Additionally, Executive may periodically report to and advise other officers of the Company on special matters. From time to time, Executive may also provide Services and assist the Company and Geovic Ltd. in reaching well-reasoned decisions and implementing those decisions regarding GeoCam and the Project.

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	1.5	The Executive shall not be engaged directly or indirectly in any other business activity or contract to perform such activity at a future date which would prevent the performance of the obligations hereunder; provided that it is acknowledged and agreed that the Executive may be called upon to participate in or lead resource industry related activities with professional groups or societies in which she is involved. Such activities may include periodic participation on committees and assignments for the Society for Mining, Metallurgy and Exploration, Inc. as Past President, and the Mining and Metallurgical Society of America as Councilor. Activities also include being on the Board of Trustees for AIME and the SME Foundation, and the Industry Advisory Board for the Department of Mining and Geological Engineering of the University of Arizona. Any such activities shall be performed by Executive only in a manner and time which assures that Executive is able to timely and fully perform all duties and obligations to the Company under this Agreement.
	1.6	The Executive shall not conduct any unethical or illegal activities on behalf of the Company and agrees to comply with the Company’s Code of Business Conduct and Ethics.
	1.7	The Executive shall be an officer of the Company and a full-time employee of Geovic Ltd. with the authority, autonomy and responsibility customary for a Senior Vice President, Corporate Development. The Executive shall provide her Services exclusively to the Company and its subsidiaries, except as provided in Section 1.5 above and except that she may perform as an Outside Director on the Boards or member of the advisory boards of no more than two other companies. Such outside directorships or advisory board memberships shall conform to Company’s priorities and place no unnecessary burden upon the Company or the Executive. During the Term of this Agreement, the Executive also agrees to serve, if elected, as an officer and/or director of any subsidiary or affiliate of the Company.
2.	Consideration and expenses.
	2.1	During the Term of this Agreement, in consideration of the Executive’s Services hereunder, including, without limitation, service as an officer or director of any subsidiary or affiliate thereof and as a full-time employee of Geovic Ltd., the Company shall pay the Executive according to the attached Schedule II payable monthly in arrears on the last working day of each month or more frequently in accordance with the Company’s pay practices. All payments of consideration and expenses shall be made by direct deposit to an account in the name of Executive at a financial institution selected by Executive and located in the United States. All currency herein is expressed in US dollars.

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2.2	The Company or Geovic Ltd. shall pay or reimburse to the Executive for:
	2.2.1	All costs reasonably and properly expended by her on behalf of the Company for performance of Services, if proper documentation of such expenses is received by the Company in accordance with the Company’s normal expense reimbursement procedures;
	2.2.2	During the Term of this Agreement, the Executive shall be entitled to participate in employee benefit plans or programs, if any, to the extent that Executive is eligible to participate in such plans or programs;
	2.2.3	During the Term of this Agreement, Executive shall be entitled to participate in the Company’s Employee Stock Option Plan and the Company’s Annual bonus program for Executives, subject to recommendations of the Compensation Committee and approval by the Company’s Board;
	2.2.4	The Executive shall be entitled to full family coverage under the Company’s medical insurance plan available to other Company executives or the Company will reimburse the Executive’s own medical insurance expense in an amount not to exceed $800/month;
	2.2.5	Expenses for Executive’s personal vehicle use shall be at a rate of the prevailing IRS mileage rate, but shall exclude the mileage associated with daily commuting;
	2.2.6	Executive shall have an allowance of up to $1,000 per year for expenses to maintain Executive’s professional licenses and memberships in technical societies;
	2.2.7	Executive shall receive an allowance not to exceed $1,000 to move her personal office equipment, files and related materials, as appropriate, to the Denver office;
	2.2.8	Executive shall be provided with parking at the Denver head office.
	2.2.9	Executive shall be reimbursed for costs reasonably and properly expended by her when representing the Company at relevant technical society and educational functions, including the SME Annual Meeting (annually), AIME Board of Trustee meetings (while she is a Trustee), Environment, Safety, and CSR Conference in Lima Peru (July, 2009); and the Academic Program Review for the Department of Mining and Geological Engineering of the University of Arizona (March 30-31, 2009) providing that proper documentation of such expenses is received by the Company in accordance with the Company’s normal expense reimbursement procedures.

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		2.2.10	Such payments or reimbursements shall be made within 7 days of a request for reimbursement by the Executive together with provision by the Executive of such additional evidence and information as the Company or Geovic Ltd. shall reasonably require.
	2.3	The Executive shall be entitled to take four (4) calendar weeks of paid vacation annually during the Term of this Agreement, subject to the dates being previously agreed by the CEO. Executive shall not be entitled to additional compensation if she fails to use this vacation provided that up to two (2) weeks of annual vacation may be carried over to a succeeding year. The Executive shall also be entitled to take paid holidays in accordance with standard Company or Geovic Ltd. policy.
	2.4	Executive shall accrue one (1) day of sick leave time per pay period, up to a maximum of 20 days, to be used only in connection with illness or medical conditions which interfere with providing Services.
	2.5	Upon termination of Employment for any reason, Executive shall be paid for all accrued and unused vacation and sick leave time as of the date of termination.
3.	Termination.
	3.1	Either Party may terminate this Agreement and Executive’s employment with the Company by providing written notice to the other Party at least forty-five (45) days prior to the termination date.
	3.2	The Company may by notice in writing immediately terminate this Agreement and Executive’s employment with Geovic Ltd. without obligation to the Executive by providing written notice to the Executive at any time upon the occurrence of any one or more of the following events:
		3.2.1	Executive’s breach of any material obligation owed the Company or Geovic Ltd. in this Agreement;
		3.2.2	Executive’s gross neglect of duties to be performed under this Agreement;
		3.2.3	Executive’s intentional failure or refusal to follow the reasonable and lawful directions given by the CEO or the Board;
		3.2.4	Executive’s dishonest conduct or conduct that has damaged or will likely damage the reputation of the Company, or conduct which is clearly contrary to the Company’s Code of Business Conduct and Ethics;

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	3.2.5	Executive being convicted of a felony;
	3.2.6	Executive engaging in any act of moral turpitude that has damaged or will likely damage the reputation of the Company;
	3.2.7	The death of Executive; or
	3.2.8	Executive becoming permanently disabled for a period of six (6) consecutive months that would prevent Executive from performing the duties of her employment.
3.3	Anything contained in Section 3.2 to the contrary notwithstanding, the Company shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.2(1), (2) or (3) unless the Company shall have first given the Executive twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Executive shall have failed to cure such grounds for termination within the twenty-one (21) day period.
3.4	Executive may terminate this Agreement and Executive’s employment by the Company by providing written notice to the Company at any time upon the occurrence of any one or more of the following events:
	3.4.1	The Company’s or Geovic Ltd.’s breach of any material obligation owed the Executive in this Agreement;
	3.4.2	The Company or Geovic Ltd. requiring Executive to perform illegal activities;
	3.4.3	Bankruptcy of the Company;
	3.4.4	Inability of Executive to substantially perform her essential duties under this Agreement because of a disability.
	3.4.5	In the event of merger, consolidation, divestiture, takeover, significant sale, change in control or any similar business circumstance with Company or its subsidiaries which result within 12 months of the change in control in either (i) a termination or threatened termination of Executive’s employment or a reduction in compensation to be paid to Executive, or (ii) a significant change in the duties of Executive reasonably deemed unacceptable by Executive.

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			The term “change in control” shall mean either: (1) any one Person (or group of affiliated persons) holds a sufficient number of Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, or (2) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of the Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, where such Person or combination of Persons did not previously hold a sufficient number of Voting Shares to affect materially the control of the Company or Resulting Issuer. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the Voting Shares of the Company is deemed to materially affect the control of the Company or Resulting Issuer. Capitalized terms in this change in control paragraph have the same meaning as used in the TSX Corporate Finance Manual. “Change in control” shall include any event described in (1) or (2) of this paragraph, whether or not such event occurs in conjunction with bankruptcy proceedings involving either the Company or Geovic Ltd.
	3.5	Anything contained in Section 3.4 to the contrary notwithstanding, the Executive shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.4(1) or (2) unless the Executive shall have first given the Company twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Company shall have failed to cure such grounds for termination within the twenty-one (21) day period.
4.	Severance.
	4.1	Within ninety (90) days of this Agreement and Executive’s employment being terminated by the Company or Geovic Ltd. pursuant to Section 3.1 or Section 3.2.8 or by the Executive pursuant to Section 3.4.1, 3.4.2, 3.4.4 or 3.4.5, the Company or Geovic Ltd. shall pay Executive a lump sum severance of two (2) years of the minimum base salary pursuant to Schedule II, section 1, plus any earned bonus approved by the Board of Directors accrued to the time of such voluntary or involuntary termination.
		In addition, the Executive shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that she then holds and/or any restrictions with respect to restricted shares of the Company’s capital stock that she then holds shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority, subject to applicable terms of the Company’s then effective Stock Option Plan.

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	4.2	Within ninety (90) days of this Agreement and Executive’s employment with the Company or Geovic Ltd. being terminated by the Company or Geovic Ltd. pursuant to Section 3.2.7 (Death of Executive during the Term), Executive’s trustee named in Executive’s last will and testament, if any, and if none, then Executive’s estate, shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that the Executive held at the time of her death and/or any restrictions with respect to restricted shares of the Company’s capital stock the Executive held at the time of her death shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority or pooling restrictions entered into by the Company. In addition, Executive or Executive’s estate shall be eligible to participate in any death and/or disability insurance program the Company shall establish on behalf of its senior executives.
		These Sections 4.1 and 4.2 and other Sections of this Agreement shall comply with all laws, rules and regulations of securities commissions and stock exchanges to which the Company may be subject, or with which it must comply. Otherwise the Executive and the Company agree to reasonably modify this Agreement in a manner that meets such requirements.
5.	Confidentiality.
	5.1	In this Agreement, all information and data (“Information”) includes oral or written, computer file or other permanent form relating to the Company, Geovic Ltd., GeoCam and any other subsidiaries and affiliates of the Company (together the “Group”) and their businesses and assets or any part thereof disclosed or provided to the Executive and all documents, computer files or other records prepared by the Executive which contain or are based on any such information or data, together with all confidential information and data concerning the business of the Group, and information to the Group that is furnished by a third party and deemed confidential and that was furnished by the third party after assurance of confidential treatment.
	5.2	The Executive shall keep all Information strictly confidential and shall not disclose the Information, in whole or in part, to any person other than directors or employees of the Group and outside personnel that need to know such Information for their performance of services on behalf of the Company.
	5.3	The Executive shall not use the Information for any purpose whatsoever other than for the purpose of providing the Services herein, and as may be required or beneficial in the performance of the Services herein.

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	5.4	The provisions of Clauses 5.2 and 5.3 shall not apply to Information:
		5.4.1	which at the time of disclosure is available to the public generally;
		5.4.2	which after disclosure becomes available to the public generally, other than by reason of a breach by the Executive of her obligations under this Agreement; or
		5.4.3	subject to any disclosure if such disclosure is the requirement of a court of competent jurisdiction.
	5.5	The obligations in Clauses 5.2 and 5.3 shall remain in effect for three (3) years after termination of this Agreement, and for such longer term as may reasonably be required to maintain the confidentiality of Information material to the Group’s business.
6.	Company property.
	6.1	The products and results of the Services shall be the exclusive property of the Company.
	6.2	On the expiration or termination of the Term of this Agreement (for whatever reason and howsoever caused) the Executive shall promptly deliver to the Company all copies of all Information in the possession or under the control of Executive and all other property belonging to the Company which may be in possession or under her control.
7.	Taxes.
	Federal and state taxes will be withheld by the company from Executive’s monthly salary and, if required by law, from other payments made to Executive, and Executive shall be eligible for workers compensation and unemployment insurance benefits to the extent provided by law. For all purposes under this Agreement, Executive is a resident of the State of Colorado.
8.	Evacuation.
	The Company and Geovic Ltd. shall make all available efforts to ensure the release, evacuation and/or medical care of the Executive and/or members of her family if the Executive and/or members of her family are kidnapped, held hostage, require emergency medical evacuation or are caught up in any kind of civil unrest or violence during Executive’s performance of Services to the Company or Geovic Ltd.

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9.	Notices.
	9.1	Any notice to be given under this Agreement must be in writing and must be delivered to the addressee in person or left at the address of the addressee or sent by facsimile to the facsimile number of the addressee which in each case is specified in this clause, and marked for the attention of the person so specified, or to such other address or facsimile number and/or marked for the attention of such other person as the relevant Party may from time to time specify by notice given in accordance with this clause.
		The details of each party at the date of this Agreement are:

To the Company:	Geovic Mining Corp. 1200 17th St., Suite 980 Denver, CO 80202 USA Facsimile: 303 476 6456 Attention: The Secretary
To the Executive:	Barbara A. Filas 150 Hess Avenue Golden, CO 80401

	9.2	A notice shall take effect from the time it is deemed to be received as follows:
		9.2.1	in case of a notice delivered to the addressee in person, upon delivery;
		9.2.2	in the case of a notice left at the address of the addressee, upon elivery at that address;
		9.2.3	in the case of facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates the facsimile number of the recipient.
10.	Governing law and venue.
	This Agreement shall be governed by and interpreted in accordance with the laws of Colorado, United States, and venue for any action relating to or arising out of this Agreement shall only be proper in the City and County of Denver, Colorado, USA.
11.	No waiver.
	The failure of any Party to insist upon the strict performance of any of the terms, conditions or provisions of this Agreement shall not be construed as a waiver of relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect.

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12.	Rights, obligations and assignment.
	The rights and obligations of the Company and Geovic Ltd. under this Agreement shall inure to the benefit of, and shall be binding upon, their respective successors and assigns.
13.	Severability
	If any of the provisions of this Agreement shall for any reason be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Agreement, but shall be confined to such invalid or unenforceable provision.
14.	Captions.
	The captions inserted in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of this Agreement, or any provision hereof, nor in any way affect the interpretation of this Agreement.
15.	Entire Agreement
	This Agreement and the schedules hereto embody the entire understanding between the Parties hereto pertaining to the subject matter hereto and supersede all prior agreements and understandings of the Parties in connection therewith.

IN WITNESS whereof the Parties hereto have executed the Agreement this  19th day of January 2009, effective as of 16 February 2009.

Signed  /s/ John E. Sherborne                                  
John E. Sherborne, for and on behalf of
GEOVIC MINING CORP.

Signed  /s/ John E. Sherborne                                  
John E. Sherborne, for and on behalf of
GEOVIC LTD.

Signed  /s/ Barbara A. Filas                                      
Barbara A. Filas, Executive

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SCHEDULE I
THE SERVICES

Services to be provided by the Executive include:

1.	In accordance with the directives of the CEO, provide leadership and develop and guide the strategic objectives of the Company and Geovic Ltd. on corporate development initiatives including acquisitions, divestitures, joint ventures, farm-ins and farm-outs and related activities and coordinate such activities with the leadership of various subsidiaries within the Company and any outside consultants engaged by the Company for this purpose; assist the CEO with general corporate policy and responsibility, including but not limited to establishing priorities and policies; engaging, hiring, managing and directing corporate and administrative employees, consultants and contractors; implement programs and activities to significantly enhance the values of all stakeholders, particularly with respect to corporate socioeconomic objectives; and assuring that the performance of all such activities are conducted under global corporate governance standards and laws of appropriate jurisdiction.
2.	Assist the CEO with the scheduling and organization of Board meetings and communications with Board members and committees of the Board to address and comply with requirements related to compensation, corporate governance and auditing matters and other policies, laws and regulations pertaining to the Company and Geovic Ltd. and compliance thereto.
3.	Assist the CFO as appropriate for corporate development initiatives with arranging, negotiating and closing debt and public or private equity financings.
4.	Assist the CEO, COO, CFO and General Counsel and actively participate in the production and review of documents and reports required to be filed by the Company with any Securities Exchange or securities regulatory authority, including the U.S. Securities and Exchange Commission.
5.	Participate in the Company’s public and investor relations activities, and advocate and promote the attributes and value of the Company and its subsidiaries and affiliates to public, financial and technical communities. Present information or respond to government authorities and other parties on an as-needed basis.
6.	Assist the COO on an as needed basis with development, construction and operational aspects of the Cameroon Project within the context of directives, approvals and authorities granted by the GeoCam Board of Directors.
7.	Participate frequently and make presentations at Board meetings and provide any other executive, management, administrative, financial and business service which are believed by the CEO or the Board to be in the best interest of the Company, its subsidiaries, business interests and shareholders.

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SCHEDULE II
COMPENSATION

1.	In accordance with section 2.1 of this Agreement, the Executive shall be paid a salary of $200,000 per year effective 16 February 2009. The Executive's performance and compensation package shall be reviewed annually by the CEO and the Compensation Committee of the Board.
2.	Executive shall receive, upon approval by the Compensation Committee of the Board and the Board itself, an initial grant of options to purchase up to 300,000 Option Shares in accordance with the Company’s Amended and Restated Stock Option Plan, 40% percent of which will be vested upon grant and 30% to vest on the first and second anniversaries of the effective date of this Agreement. Executive shall receive subsequent annual grants of Option Shares in accordance with option compensation arrangements established by the Compensation Committee and the Board of the Company during the Term of this Agreement to be completed in compliance with regulations of the appropriate regulatory authorities. The options shall have such terms as are determined by the Board in accordance with the Second Amended and Restated Stock Option Plan. In the event that options held by Executive become vested in full for any of the reasons described in Section 4.1, all options then held by Executive shall be deemed automatically at that time to be non-qualified options and not Incentive Stock Options under the Amended and Restated Stock Option Plan and may be exercised at any time during the original term of the option.
3.	Executive shall be eligible to receive a significant annual cash incentive bonus up to 30% of annual compensation pursuant to an appraisal of Executive’s performance as outstanding by the CEO and the Compensation Committee. If the Board puts into place a restricted stock or deferred share plan, the Executive shall have the option to receive any such bonus awarded as deferred compensation.

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Effective January 1, 2010

Ms. Barbara A. Filas
150 Hess Avenue
Golden CO 80401

Dear Barbara:

This letter states the modifications that we have agreed upon in your employment agreement that was effective as of February 16, 2009.

FOR CONSIDERATION, the receipt and sufficiency of which we mutually acknowledge, we agree as follows

1.     As of January 1, 2010, your annual base salary is: $ 200,000.00.

2.     Upon any severance for death under Section 4.1 of your employment agreement, your survivors or your estate will be entitled only to receive an amount or amounts received by the Company under life insurance on your life held by the Company (totaling $400,000.00 face amount as of the date hereof), and not an amount equal to two years' base salary in effect at date of death plus bonus for that year (which would be the amount under your present employment agreement). If your salary increases in future years, it is not expected that the amount of life insurance will increase.

3.    Upon your disability under Section 3.2.8 of your employment agreement making , you would be entitled to receive an amount or amounts received by the company under disability insurance on you held by the Company (totaling $200,000.00 face amount as of the date hereof) in lieu of any other payment or right to payment from any source. If your salary increases in future years, it is not expected that the amount of disability insurance will increase.

4.    Section 2.5 shall be deleted from your employment agreement.

All other terms and conditions of your employment agreement remain in full force and effect, subject to minor modifications that we may mutually agree upon from time to time to reflect changing conditions in the Company or its business.

Please sign below to indicate your agreement to the above modifications.

Sincerely,
Geovic Mining Corp.

By:  /s/ John E. Sherborne            
John E. Sherborne
CEO, President

/s/ Barbara A. Filas                        
Barbara A. Filas

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EX-10.14

Exhibit 10.14

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and ALAN W. PERYAM (“Executive”) is effective on 01 October 2008 and remains in effect through the Term of this Agreement (as hereinafter defined). The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

WHEREAS:

A.	The Company is a publicly-listed mining company incorporated in Delaware and headquartered in Colorado, whose shares are publicly traded on the Toronto Stock Exchange (TSX);
B.	The Company through various subsidiary entities is involved in all aspects of the international mining industry and, in particular, is assisting its wholly-owned subsidiary, Geovic, Ltd, a private corporation incorporated in the Cayman Islands and its majority-owned subsidiary, Geovic Cameroon PLC (“GeoCam”), a private corporation incorporated in Cameroon in developing a cobalt-nickel-manganese mining project (“Project”) in the Republic of Cameroon;
C.	In addition, the Company through its wholly-owned subsidiary Geovic Energy Corp., engages in energy exploration and development activities primarily in the United States:
D.	The Company has no full time employees, as all its officers are employees of Geovic, Ltd. which also is the employer of all other persons involved in the Company’s business;
E.	The Executive is an experienced attorney specializing in a broad range of business law-related activities particularly concerning business transactions, the raising of capital, deal structuring and related business issues. In fact, the Executive has essentially functioned as the Company and Geovic Ltd. general counsel on a contract basis for the past five years, and his advice has added substantial value in all areas in which the Executive was involved; and
F.	The Company now desires to employ the Executive as an executive officer of the Company and of Geovic Ltd. and as a full-time employee of Geovic Ltd. and Executive desires to be employed in such capacities, all pursuant to the terms and conditions set forth in this Agreement;

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NOW THEREFORE, IT IS HEREBY AGREED as follows:

1.	Appointment, Duties and Term of Employment.
	1.1	Job Description. Geovic, Ltd., the Company’s 100%-owned operating subsidiary, offers to employ the Executive as Senior Vice President and General Counsel based in the Company’s Denver head office. Executive is expected to perform his duties and provide the services (“Services”) to the Company and Geovic Ltd. as more specifically outlined in Schedule I.
	1.2	Appointment as Officer. At or prior to approval of this Agreement by the Board of Directors of the Company (“Board”), the Executive shall be appointed as Senior Vice President and General Counsel of the Company and Geovic Ltd. and shall become a full-time employee of Geovic Ltd. through December 31, 2008 and as a full time employee thereafter. In addition, Executive shall perform all such other duties for the Company and its subsidiaries and affiliates as may from time to time be authorized or directed by the Chief Executive Officer (CEO) or the Board.
	1.3	Term. The Executive shall be employed engaged by the Company in all such capacities for an employment term (“Term”) beginning 01 October 2008 and initially ending on 31 December 2009 subject to all the covenants and conditions hereinafter set forth except that, commencing January 1, 2009, the Term of this Agreement shall be deemed automatically renewed for rolling two-year periods, whereby the Term of this Agreement is twenty four (24) months on a continuing basis.
	1.4	The Executive shall report primarily to the Chief Executive Officer (“CEO” or “Contact Person”) on Company matters and to the Board on certain regulatory matters. The Executive shall keep the CEO and Board well informed regarding the Company’s legal status and other Company matters and shall promptly respond to any reasonable requests by the CEO and Board in this regard. Additionally, Executive will periodically report to and advise other officers of the Company. From time to time, Executive may also provide Services and assist the Company and Geovic Ltd. in reaching well-reasoned decisions and implementing those decisions regarding GeoCam and the Project.

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	1.5	The Executive shall not be engaged directly or indirectly in any other business activity or contract to perform such activity at a future date which would prevent the performance of the obligations hereunder; provided that it is acknowledged and agreed that during the period ending December 31, 2008 the Executive may be called upon to assist clients for whom the Executive provided legal advice and service as an attorney in private practice before joining the Company on a full timer basis under this Agreement. Such assistance shall primarily be to assist such former clients to find replacement counsel, and to help to efficiently complete projects in progress as of October 1, 2008 for which the Executive may have special competence or familiarity, etc. Any such work shall performed by Executive only in a manner and time which assures that Executive is able to timely and fully perform all duties and obligations to the Company under this Agreement.
	1.6	The Executive shall not conduct any unethical or illegal activities on behalf of the Company and agrees to comply with the Company’s Code of Business Conduct and Ethics.
	1.7	The Executive shall be an officer of the Company and a full-time employee of Geovic Ltd. with the authority, autonomy and responsibility customary for a Senior Vice President and General Counsel. The Executive shall provide his Services exclusively to the Company and its subsidiaries, except as provided in Section 1.5 above and except that he may perform as an Outside Director on the Boards or member of the advisory boards of no more than two other companies. Such outside directorships or advisory board memberships shall conform to Company’s priorities and place no unnecessary burden upon the Company or the Executive. During the Term of this Agreement, the Executive agrees to serve, if elected, as an officer and/or director of any subsidiary or affiliate of the Company.
2.	Consideration and expenses.
	2.1	During the Term of this Agreement, in consideration of the Executive’s Services hereunder, including, without limitation, service as an officer or director of any subsidiary or affiliate thereof and as a full-time employee of Geovic Ltd., the Company shall pay the Executive according to the attached Schedule II payable monthly in arrears on the last working day of each month or more frequently in accordance with the Company’s pay practices. All payments of consideration and expenses shall be made by direct deposit to an account in the name of Executive at a financial institution selected by Executive and located in the United States. All currency herein is expressed in US dollars.

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2.2	The Company or Geovic Ltd. shall pay or reimburse to the Executive:
	2.2.1	All costs reasonably and properly expended by him on behalf of the Company for performance of Services, if proper documentation of such expenses is received by the Company in accordance with the Company’s normal expense reimbursement procedures;
	2.2.2	During the Term of this Agreement, the Executive shall be entitled to participate in employee benefit plans or programs, if any, to the extent that Executive is eligible to participate in such plans or programs;
	2.2.3	During the Term of this Agreement, Executive shall be entitled to participate in the Company’s Employee Stock Option Plan and the Company’s Annual bonus program for Executives, subject to recommendations of the Compensation Committee and approval by the Company’s Board;
	2.2.4	Until such time as the Company may adopt a medical plan, the Company shall reimburse the Executive’s medical insurance in an amount not to exceed $800/month and once such a plan is adopted, Executive shall be entitled to full family coverage under the plan;
	2.2.5	Expenses for Executive’s personal vehicle use shall be at a rate of the prevailing IRS mileage rate, but shall exclude the mileage associated with daily commuting;
	2.2.6	Executive shall have an allowance of up to $7,500 per year for business and legal periodicals and research, payment of annual Bar dues for Colorado, Wyoming and American Bar Associations, and payment of fees related to CLE requirements in areas relevant to Executive’s Services;
	2.2.7	Executive shall receive an allowance not to exceed $5,000 to move his personal office equipment, files and related materials, as appropriate, to the Denver office;
	2.2.8	Executive shall be provided with parking at the Denver head office.
		Such payments or reimbursements shall be made within 7 days of a request for reimbursement by the Executive together with provision by the Executive of such additional evidence and information as the Company or Geovic Ltd. shall reasonably require.

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	2.3	The Executive shall be entitled to take four (4) calendar weeks of paid vacation annually during the Term of this Agreement, subject to the dates being previously agreed by the CEO. Executive shall not be entitled to additional compensation if he fails to use this vacation provided that up to two (2) weeks of annual vacation may be carried over to a succeeding year. The Executive shall also be entitled to take paid holidays in accordance with standard Company or Geovic Ltd. policy.
	2.4	Executive shall accrue one (1) day of sick leave time per pay period, up to a maximum of 20 days, to be used only in connection with illness or medical conditions which interfere with providing Services.
3.	Termination.
	3.1	Either Party may terminate this Agreement and Executive’s employment with the Company by providing written notice to the other Party at least forty-five (45) days prior to the termination date.
	3.2	The Company may by notice in writing immediately terminate this Agreement and Executive’s employment with Geovic Ltd. without obligation to the Executive by providing written notice to the Executive at any time upon the occurrence of any one or more of the following events:
		3.2.1	Executive’s breach of any material obligation owed the Company or Geovic Ltd. in this Agreement;
		3.2.2	Executive’s neglect of duties to be performed under this Agreement;
		3.2.3	Executive’s failure or refusal to follow lawful directions given by the CEO or the Board;
		3.2.4	Executive’s dishonest conduct or conduct that has damaged or will likely damage the reputation of the Company, or conduct which is clearly contrary to the Company’s Code of Business Conduct and Ethics;
		3.2.5	Executive being convicted of a felony;
		3.2.6	Executive engaging in any act of moral turpitude;
		3.2.7	The death of Executive; or
		3.2.8	Executive becoming permanently disabled for a period of six (6) consecutive months from performing the duties of his employment.

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3.3	Anything contained in Section 3.2 to the contrary notwithstanding, the Company shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.2(1), (2) or (3) unless the Company shall have first given the Executive twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Executive shall have failed to cure such grounds for termination within the twenty-one (21) day period.
3.4	Executive may terminate this Agreement and Executive’s employment by the company by providing written notice to the Company at any time upon the occurrence of any one or more of the following events:
	3.4.1	The Company’s breach of any material obligation owed the Executive in this Agreement;
	3.4.2	The Company requiring Executive to perform illegal activities;
	3.4.3	Bankruptcy of the Company;
	3.4.4	Inability of Executive to substantially perform his essential duties under this Agreement because of a disability.
	3.4.5	In the event of merger, consolidation, divestiture, takeover, significant sale, change in control or any similar business circumstance with Company or its subsidiaries which result within 12 months of the change in control in either (i) a termination or threatened termination of Executive’s employment or a reduction in compensation to be paid to Executive, or (ii) a significant change in the duties of Executive reasonably deemed unacceptable by Executive.
		The term “change in control” shall mean either: (1) any one Person (or group of affiliated persons) holds a sufficient number of Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, or (2) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of the Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, where such Person or combination of Persons did not previously hold a sufficient number of Voting Shares to affect materially the control of the Company or Resulting Issuer. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the Voting Shares of the Company is deemed to materially affect the control of the Company or Resulting Issuer. Capitalized terms in this change in control paragraph have the same meaning as used in the TSX Corporate Finance Manual.

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	3.5	Anything contained in Section 3.4 to the contrary notwithstanding, the Executive shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.4(1) or (2) unless the Executive shall have first given the Company twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Company shall have failed to cure such grounds for termination within the twenty-one (21) day period.
4.	Severance.
	4.1	Within ninety (90) days of this Agreement and Executive’s employment being terminated by the Company pursuant to Section 3.1 or Section 3.2.8 or by the Executive pursuant to Section 3.4.1, 3.4.2, 3.4.4 or 3.4.5, the Company shall pay Executive a lump sum severance of two (2) years of the minimum base salary pursuant to Schedule II, section 1, plus any earned bonus accrued to the time of such voluntary or involuntary termination. In addition, the Executive shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that he then holds and/or any restrictions with respect to restricted shares of the Company’s capital stock that he then holds shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority.
	4.2	Within ninety (90) days of this Agreement and Executive’s employment with the Company being terminated by the Company pursuant to Section 3.2.7 (Death of Executive during the Term), the Company shall pay the trustee named in Executive’s last will and testament, if any, and if none, then the Executive’s estate, a lump sum severance of one (1) year of the minimum base salary pursuant to Schedule II, Section 1 commencing on the date of death, plus any annual bonus to which Executive would have been entitled had the Agreement not been terminated and Executive’s trustee named in Executive’s last will and testament, if any, and if none, then Executive’s estate, shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that the Executive held at the time of his death and/or any restrictions with respect to restricted shares of the Company’s capital stock the Executive held at the time of his death shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority or pooling restrictions entered into by the Company.
		These Sections 4.1 and 4.2 and other Sections of this Agreement shall comply with all laws, rules and regulations of securities commissions and stock exchanges to which the Company may be subject, or with which it must comply. Otherwise the Executive and the Company agree to reasonably modify this Agreement in a manner that meets such requirements.

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5.	Confidentiality.
	5.1	In this Agreement, all information and data (“Information”) includes oral or written, computer file or other permanent form relating to the Company, Geovic Ltd., GeoCam and any other subsidiaries and affiliates of the Company (together the “Group”) and their businesses and assets or any part thereof disclosed or provided to the Executive and all documents, computer files or other records prepared by the Executive which contain or are based on any such information or data, together with all confidential information and data concerning the business of the Group, and information to the Group that is furnished by a third party and deemed confidential and that was furnished by the third party after assurance of confidential treatment.
	5.2	The Executive shall keep all Information strictly confidential and shall not disclose the Information, in whole or in part, to any person other than directors or employees of the Group and outside personnel that need to know such Information for their performance of services on behalf of the Company.
	5.3	The Executive shall not use the Information for any purpose whatsoever other than for the purpose of providing the Services herein, and as may be required or beneficial in the performance of the Services herein.
	5.4	The provisions of Clauses 5.2 and 5.3 shall not apply to Information:
		5.4.1	which at the time of disclosure is available to the public generally;
		5.4.2	which after disclosure becomes available to the public generally, other than by reason of a breach by the Executive of his obligations under this Agreement; or
		5.4.3	subject to any disclosure if such disclosure is the requirement of a court of competent jurisdiction.
	5.5	The obligations in Clauses 5.2 and 5.3 shall remain in effect for three (3) years after termination of this Agreement, and for such longer term as may reasonably be required to maintain the confidentiality of Information material to the Group’s business.
6.	Company property.
	6.1	The products and results of the Services shall be the exclusive property of the Company.

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	6.2	On the expiration or termination of the Term of this Agreement (for whatever reason and howsoever caused) the Executive shall promptly deliver to the Company all copies of all Information in the possession or under the control of Executive and all other property belonging to the Company which may be in possession or under his control.
7.	Taxes.
	Federal and state taxes will be withheld by the company from Executive’s monthly salary and, if required by law, from other payments made to Executive, and Executive shall be eligible for workers compensation and unemployment insurance benefits to the extent provided by law. For all purposes under this Agreement, Executive is a resident of the State of Colorado.
8.	Evacuation.
	The Company shall make all available efforts to ensure the release, evacuation and/or medical care of the Executive and/or members of his family if the Executive and/or members of his family are kidnapped, held hostage, require emergency medical evacuation or are caught up in any kind of civil unrest or violence during Executive’s performance of Services to the Company.
9.	Notices.
	9.1	Any notice to be given under this Agreement must be in writing and must be delivered to the addressee in person or left at the address of the addressee or sent by facsimile to the facsimile number of the addressee which in each case is specified in this clause, and marked for the attention of the person so specified, or to such other address or facsimile number and/or marked for the attention of such other person as the relevant Party may from time to time specify by notice given in accordance with this clause.
		The details of each party at the date of this Agreement are:

To the Company:	Geovic Mining Corp. 743 Horizon Court, Suite 300A Grand Junction, CO 81506 USA Facsimile: 970 256 9241 Attention: The Secretary
To the Executive:	ALAN W. PERYAM 341 S. Poplar St. Denver, Colorado 80224 USA Email: alan@awperyam.com

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	9.2	A notice shall take effect from the time it is deemed to be received as follows:
		9.2.1	in case of a notice delivered to the addressee in person, upon delivery;
		9.2.2	in the case of a notice left at the address of the addressee, upon delivery at that address;
		9.2.3	in the case of facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates the facsimile number of the recipient.
10.	Governing law and venue.
	This Agreement shall be governed by and interpreted in accordance with the laws of Colorado, United States, and venue for any action relating to or arising out of this Agreement shall only be proper in Mesa County, Colorado, USA.
11.	No waiver.
	The failure of any Party to insist upon the strict performance of any of the terms, conditions or provisions of this Agreement shall not be construed as a waiver of relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect.
12.	Rights, obligations and assignment.
	The rights and obligations of the Company and Geovic Ltd. under this Agreement shall inure to the benefit of, and shall be binding upon, their respective successors and assigns.
13.	Severability
	If any of the provisions of this Agreement shall for any reason be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Agreement, but shall be confined to such invalid or unenforceable provision.
14.	Captions.
	The captions inserted in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of this Agreement, or any provision hereof, nor in any way affect the interpretation of this Agreement.

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15.  Entire Agreement

This Agreement and the schedules hereto embody the entire understanding between the Parties hereto pertaining to the subject matter hereto and supersede all prior agreements and understandings of the Parties in connection therewith.

IN WITNESS whereof the Parties hereto have executed the Agreement this 12th day of September 2008, effective as of 01 October 2008.

Signed  /s/ John E. Sherborne                                  
John E. Sherborne, for and on behalf of
GEOVIC MINING CORP.

Signed  /s/ John E. Sherborne                                  
John E. Sherborne, for and on behalf of
GEOVIC LTD.

Signed  /s/ Alan W. Peryam                                     
Alan W. Peryam, Executive

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SCHEDULE I
THE SERVICES

Services to be provided by the Executive include:

1.	In accordance with the directives of the CEO and the Board, develop, advise on and guide all legal-related activities and objectives of the Company, Geovic Ltd. and Geovic Energy Corp., including but not limited to all SEC compliance and reporting responsibilities; coordinate the Company compliance of Canadian reporting and TSX requirements with Canada counsel; coordinate Geovic Ltd. compliance with Cayman Islands regulations reporting requirements with Cayman Islands counsel; coordinate Company, Geovic Ltd. and Geovic Energy Director, Shareholder and director committee meetings and activities; responsibility for matters of corporate law; coordination of matters with the Corporate Secretary for all share and warrant transactions and other matters; coordinate appropriate legal relationships with third party providers (consultants, etc.) and all outside counsel; review or draft various contracts and proposals and oversee and assure that the performance of all such activities are conducted under global corporate governance standards and all laws of appropriate jurisdiction.
2.	Assist in all land related activities of the Company and its subsidiaries and coordinate the preparation of lease (public and private) agreements and reporting responsibilities with respect to mining claims and various exploration and development permits.
3.	Actively participate in arranging, negotiating and closing farm-in, farm-out, joint venture, data acquisition or trade, and as appropriate and in conjunction with Company management, debt and public or private equity financings.
4.	Advocate and promote the attributes and value of the Company to public, financial and technical communities. Present information or respond to government authorities and other parties on an as-needed basis.
5.	Assist GeoCam, if and as required, in connection with legal matters.
6.	Assist in public and investor relations activities.
7.	Provide any other executive, management, administrative, financial and business service or undertake any other action believed to be in the best interest of the Company, its subsidiaries, business interests and shareholders.

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SCHEDULE II
COMPENSATION

1.	In accordance with section 2.1 of this Agreement, the Executive shall be paid a compensation of $180,000 per year effective 01 October 2008. The Executive's performance and compensation package shall be reviewed annually by the CEO and the Compensation Committee of the Board.
2.	Executive shall receive, upon approval by the Compensation Committee of the Board and the Board itself, an initial grant of options to purchase up to 120,000 Option Shares in accordance with the Company’s Amended and Restated Stock Option Plan, 40% percent of which will be vested upon grant and 30% to vest on the first and second anniversaries of the effective date of this Agreement. Executive shall receive subsequent annual grants of Option Shares in accordance with option compensation arrangements established by the Compensation Committee and the Board of the Company during the Term of this Agreement to be completed in compliance with regulations of the appropriate regulatory authorities. The options shall have such terms as are determined by the Board in accordance with the Amended and Restated Stock Option Plan. In the event that options held by Executive become vested in full for any of the reasons described in Section 4.1, all options then held by Executive shall be deemed automatically at that time to be non-qualified options and not Incentive Stock Options under the Amended and Restated Stock Option Plan and may be exercised at any time during the original term of the option.
3.	Executive shall be eligible to receive a significant annual cash incentive bonus pursuant to an appraisal of Executive’s performance as outstanding by the CEO and the Compensation Committee. If the Board puts into place a restricted stock or deferred share plan, the Executive shall have the option to receive any such bonus awarded as deferred compensation.

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Effective January 1, 2010

Mr. Alan W. Peryam
341 S. Poplar Street
Denver CO 80224

Dear Alan:

This letter states the modifications that we have agreed upon in your employment agreement dated September 12, 2008 and amended October 1, 2008.

FOR CONSIDERATION, the receipt and sufficiency of which we mutually acknowledge, we agree as follows

1.     As of January 1, 2010, your annual base salary is: $180,000.00.

2.     Upon any severance for death under Section 4.1 of your employment agreement, your survivors or your estate will be entitled only to receive an amount or amounts received by the Company under life insurance on your life held by the Company (totaling $180,000.00 face amount as of the date hereof), and not an amount equal to one years’ base salary in effect at date of death plus bonus for that year (which would be the amount under your present employment agreement). If your salary increases in future years, it is not expected that the amount of life insurance will increase.

3.    Upon any disability for which you would be entitled to payments under Section 4.2 of your employment agreement, you would be entitled to receive an amount or amounts received by the company under disability insurance on you held by the Company (totaling $180,000.00 face amount as of the date hereof) in lieu of an amount equal to two years’ base salary at date of death plus bonus for current year. If your salary increases in future years, it is not expected that the amount of life insurance will increase.

All other terms and conditions of your employment agreement remain in full force and effect, subject to minor modifications that we may mutually agree upon from time to time to reflect changing conditions in the Company or its business.

Please sign below to indicate your agreement to the above modifications.

Sincerely,
Geovic Mining Corp.

By:  /s/ John E. Sherborne            
John E. Sherborne
CEO, President

/s/ Alan W. Peryam                        
Alan W. Peryam

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EX-10.15

Exhibit 10.15

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and GARY R. MORRIS (“Executive”) is effective on 01 January 2008 and remains in effect through the Term of this Agreement (as hereinafter defined). This Agreement replaces and otherwise supersedes the existing Executive Employment Agreement currently in effect. The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

WHEREAS:

A.	The Company is a publicly-listed mining company incorporated in Delaware and headquartered in Colorado, whose shares are publicly traded on the Toronto Stock Exchange (TSX);
B.	The Company through various subsidiary entities is involved in all aspects of the international mining industry and, in particular, is assisting its wholly-owned subsidiary, Geovic, Ltd, a private corporation incorporated in the Cayman Islands and its majority-owned subsidiary, Geovic Cameroon PLC (“GeoCam”), a private corporation incorporated in Cameroon in developing a cobalt-nickel mining project (“Project”) in the Republic of Cameroon;
C.	The Company has no full time employees, as all its officers are employees of Geovic, Ltd. which also is the employer of all other persons involved in the Company’s business;
D.	The Executive has governmental relations, environmental and management expertise, has gained considerable and valuable experience leading the activities of GeoCam and provides executive and hands-on management expertise while adding substantial value during all phases of project and corporate development, and the Executive has been an executive officer of the Company since December 2006;
E.	The Executive has developed good working relationships with officials in the Republic of Cameroon, including the Prime Minister, GeoCam shareholders, US State Department personnel in Washington DC, US Embassy staff in Cameroon, including the Ambassador, and the leaders of many non-governmental organizations active in Cameroon; and
F.	The Company desires to retain the Executive now as an executive officer of the Company and of Geovic Ltd., and as a full-time employee of Geovic Ltd. and Executive desires to continue his work in such capacities, all pursuant to the terms and conditions set forth in this Agreement.

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NOW THEREFORE, IT IS HEREBY AGREED as follows:

1.	Appointment, Duties and Term of Employment.
	1.1	Job Description. Geovic, Ltd., now the Company’s 100%-owned subsidiary, initially employed the Executive as Senior Vice President, effective January 1, 2001. Executive has also served as Senior Vice President of the Company since December 2006. Executive has performed the job functions of the Senior Vice President in an admirable and effective manner and is expected to continue to perform his duties and provide the services (“Services”) to the Company and Geovic Ltd. as more specifically outlined in Schedule I. The Executive also agrees to serve as an officer of the Company’s other wholly-owned subsidiaries, Geovic Energy Corp. and Pawnee Drilling, LLC, if so requested.
	1.2	Appointment as Officer. At or prior to approval of this Agreement by the Board of Directors of the Company (“Board”), the Executive shall be re-appointed as Senior Vice President of the Company and shall be appointed a full-time employee and the Senior Vice President of Geovic Ltd. and shall perform all such other duties for the Company and its subsidiaries and affiliates as may from time to time be authorized or directed by the Chief Executive Officer (CEO) or the Board, including his current role as Managing Director and Chairman of the Board of GeoCam.
	1.3	Term. The Executive shall be employed by the Company in all such capacities for an employment term (“Term”) which shall be deemed to have commenced as of 01 January 2008 and ending on 31 December 2009 subject to all the covenants and conditions hereinafter set forth, except that, commencing 01 January 2008, the Term of this Agreement shall be deemed automatically renewed for rolling two-year periods, whereby the Term is twenty four (24) months on a continuing basis.
	1.4	The Executive shall report to the Chief Executive Officer (“CEO” or “Contact Person”) on most matters and to the Chief Operating Officer (“COO”) on matters pertaining to Project operations. The Executive shall keep the CEO and COO well informed regarding Executive’s responsibilities and other Company and subsidiary matters and shall promptly respond to any reasonable requests by the CEO and COO in this regard.
	1.5	Executive shall continue to provide his leadership Services to GeoCam and the Project, particularly those dealing with operating matters of the subsidiary and relations with its directors and shareholders.

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	1.6	The Executive shall not be engaged directly or indirectly in any other business activity or previously have contracted to perform such activity at a future date which would prevent the performance of the obligations hereunder.
	1.7	The Executive shall not conduct any unethical or illegal activities on behalf of the Company and agrees to comply with the Company’s guidelines on business practice and behavior.
	1.8	The Executive shall be an officer of the Company and a full-time employee of Geovic Ltd. with the authority, autonomy and responsibility customary for a Senior Vice President. The Executive shall provide his Services exclusively to the Company and its subsidiaries, except that he may perform as an Outside Director on the Boards of no more than two other companies. Such outside directorships shall conform to Company’s priorities and place no unnecessary burden upon the Company or the Executive. During the Term of this Agreement, the Executive agrees to serve, if elected, as a director of the Company or Geovic Ltd. or as an officer or director of any other subsidiary or affiliate of the Company.
2.	Consideration and expenses.
	2.1	During the Term of this Agreement, in consideration of the Executive’s Services hereunder, including, without limitation, service as an officer or director of the Company or of any subsidiary or affiliate thereof and as a full-time employee of Geovic Ltd., the Company shall pay the Executive according to the attached Schedule II payable monthly in arrears on the last working day of each month or as otherwise stipulated in Schedule II.  All payments of consideration and expenses shall be made by direct deposit to an account in the name of Executive at a financial institution selected by Executive and located in the United States. All currency herein is expressed in US dollars.
	2.2	The Company or Geovic Ltd. shall pay or reimburse to the Executive:
		2.2.1	All costs reasonably and properly expended by him on behalf of the Company for performance of Services, if proper documentation of such expenses is received by the Company in accordance with the Company’s normal expense reimbursement procedures;
		2.2.2	During the Term of this Agreement, the Executive shall be entitled to participate in employee benefit plans or programs, if any, to the extent that Executive is eligible to participate in such plans or programs.

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		2.2.3	During the Term of this Agreement, Executive shall be entitled to participate in the Company’s Employee Stock Option Plan and the Company’s Annual bonus Program for Executives, subject to recommendations of the Compensation Committee and approval by the Company’s Board,
		2.2.4	Until such time as the Company may adopt a medical plan, the Company shall reimburse the Executive’s medical insurance in an amount not to exceed $700/month or actual cost to Executive, whichever is lower. Once such a plan is adopted, Executive shall be entitled to full family coverage under the plan.
		2.2.5	Expenses for Executive’s personal vehicle use shall be at a rate which is the greater of $0.465 per mile or the prevailing IRS mileage rate, but shall exclude the mileage associated with daily commuting;
			Such payments or reimbursements shall be made within seven (7) days of a request for reimbursement by the Executive together with provision by the Executive of such additional evidence and information as the Company or Geovic Ltd. shall reasonably require.
	2.3	The Executive shall be entitled to take four (4) calendar weeks of paid vacation annually during the Term, subject to the dates being previously agreed by the CEO and/or COO. Executive shall not be entitled to additional compensation if he fails to use this vacation, provided that with written approval of the CEO, up to two (2) weeks of annual vacation may be carried over to a succeeding year. The Executive shall also be entitled to take paid holidays in accordance with standard Company or Geovic Ltd. policy.
	2.4	Executive shall accrue one (1) day of sick leave time per pay period, up to a maximum of 20 days, to be used only in connection with illness or medical conditions which interfere with providing Services.
3.	Termination.
	3.1	Either Party may terminate this Agreement and Executive’s employment with the Company by providing written notice to the other Party at least forty-five (45) days prior to the termination date.
	3.2	The Company may terminate this Agreement and Executive’s employment with Geovic Ltd. without obligation to Executive by providing written notice to Executive at any time upon the occurrence of any one or more of the following events:

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	3.2.1	Executive’s breach of any material obligation owed the Company in this Agreement;
	3.2.2	Executive’s neglect of duties to be performed under this Agreement;
	3.2.3	Executive’s failure or refusal to follow lawful directions given by CEO or the COO;
	3.2.4	Executive’s dishonest conduct or conduct that has damaged or will likely damage the reputation of the Company, or conduct which is clearly contrary to the Company’s Code of Business Conduct and Ethics;
	3.2.5	Executive being convicted of a felony;
	3.2.6	Executive engaging in any act of moral turpitude;
	3.2.7	The death of the Executive; or
	3.2.8	Executive becoming permanently disabled for a period of six (6) consecutive months from performing the duties of his employment.
3.3	Anything contained in Section 3.2 to the contrary notwithstanding, the Company shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.2.1, 3.2.2 or 3.2.3 unless the Company shall have first given the Executive twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Executive shall have failed to cure such grounds for termination within the twenty-one (21) day period.
3.4	Executive may terminate this Agreement and Executive’s employment by the Company by providing written notice to the Company at any time upon the occurrence of any one or more of the following events:
	3.4.1	The Company’s breach of any material obligation owed the Executive in this Agreement;
	3.4.2	The Company requiring Executive to perform illegal activities;
	3.4.3	Bankruptcy of the Company;
	3.4.4	Inability of Executive to substantially perform his essential duties under this Agreement because of a disability; or
	3.4.5	In the event of merger, consolidation, divestiture, takeover, significant sale, change in control or any similar business circumstance with Company or its subsidiaries which result within 12 months of the change in control in either (i) a termination or threatened termination of Executive’s employment or a reduction in compensation to be paid to Executive, or (ii) a significant change in the duties of Executive reasonably deemed unacceptable by Executive.

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			The term “change in control” shall mean either: (1) any one Person (or group of affiliated persons) holds a sufficient number of Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, or (2) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of the Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, where such Person or combination of Persons did not previously hold a sufficient number of Voting Shares to affect materially the control of the Company or Resulting Issuer. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the Voting Shares of the Company is deemed to materially affect the control of the Company or Resulting Issuer. Capitalized terms in this change in control paragraph have the same meaning as used in the TSX Corporate Finance Manual.
	3.5	Anything contained in Section 3.4 to the contrary notwithstanding, the Executive shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.4.1 or 3.4.2 unless the Executive shall have first given the Company twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Company shall have failed to cure such grounds for termination within the twenty-one (21) day period.
4.	Severance.
	4.1	Within ninety (90) days of this Agreement and Executive’s employment being terminated by the Company pursuant to Section 3.1 or Section 3.2.8 or by the Executive pursuant to Section 3.4.1, 3.4.2, 3.4.4 or 3.4.5, the Company shall pay Executive a lump sum severance of two (2) years of the minimum base salary pursuant to Schedule II, section 1 commencing on the effective date of the termination, plus any annual bonus to which Executive would have been entitled had the Agreement not been terminated, and the Executive shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that he then holds and/or any restrictions with respect to restricted shares of the Company’s capital stock that he then holds shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority.

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	4.2	Within ninety (90) days of this Agreement and Executive’s employment with the Company being terminated by the Company pursuant to Section 3.2.7 (Death of Executive during the Term), the Company shall pay the trustee named in Executive’s last will and testament, if any, and if none, then the Executive’s estate, a lump sum severance of two (2) years of the minimum base salary pursuant to Schedule II, Section 1 commencing on the date of death, plus any annual bonus to which Executive would have been entitled had the Agreement not been terminated and Executive’s trustee named in Executive’s last will and testament, if any, and if none, then Executive’s estate, shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that the Executive held at the time of his death and/or any restrictions with respect to restricted shares of the Company’s capital stock the Executive held at the time of his death shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority or pooling restrictions entered into by the Company.
		These Sections 4.1 and 4.2 and other Sections of this Agreement shall comply with all laws, rules and regulations of securities commissions and stock exchanges to which the Company may be subject, or with which it must comply. Otherwise the Executive and the Company agree to reasonably modify this Agreement in a manner that meets such requirements.
5.	Confidentiality.
	5.1	In this Agreement, all information and data (“Information”) includes oral or written, computer file or other permanent form relating to the Company, Geovic Ltd., GeoCam and any other subsidiaries and affiliates of the Company (together the “Group”) and their businesses and assets or any part thereof disclosed or provided to the Executive and all documents, computer files or other records prepared by the Executive which contain or are based on any such information or data, together with all confidential information and data concerning the business of the Group, and information to the Group that is furnished by a third party and deemed confidential and that was furnished by the third party after assurance of confidential treatment.
	5.2	The Executive shall keep all Information strictly confidential and shall not disclose the Information, in whole or in part, to any person other than directors or employees of the Group and outside personnel that need to know such Information for their performance of services on behalf of the Company.

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	5.3	The Executive shall not use the Information for any purpose whatsoever other than for the purpose of providing the Services herein, and as may be required or beneficial in the performance of the Services herein.
	5.4	The provisions of Sections 5.2 and 5.3 shall not apply to Information:
		5.4.1	which at the time of disclosure is available to the public generally;
		5.4.2	which after disclosure becomes available to the public generally, other than by reason of a breach by the Executive of his obligations under this Agreement; or
		5.4.3	subject to any disclosure if such disclosure is the requirement of a court of competent jurisdiction.
	5.5	The obligations in Sections 5.2 and 5.3 shall remain in effect for three (3) years after termination of this Agreement, and for such longer term as may reasonably be required to maintain the confidentiality of Information material to the Group’s business.
6.	Company property.
	6.1	The products and results of the Services shall be the exclusive property of the Company.
	6.2	On the expiration or termination of the Term of this Agreement (for whatever reason and howsoever caused) the Executive shall promptly deliver to the Company all copies of all Information in the possession or under the control of Executive and all other property belonging to the Company which may be in possession or under his control.
7.	Taxes.
	Federal and state taxes will be withheld by the company from Executive’s monthly salary and cash bonuses, if any, and Executive shall be eligible for workers compensation and unemployment insurance benefits to the extent provided by law. For all purposes under this Agreement, Executive is a resident of the State of Colorado.
8.	Evacuation.
	The Company shall make all available efforts to ensure the release, evacuation and/or medical care of the Executive and/or members of his family if the Executive and/or members of his family are kidnapped, held hostage, require emergency medical evacuation or are caught up in any kind of civil unrest or violence during Executive’s performance of Services to the Company.

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9.	Notices.
	9.1	Any notice to be given under this Agreement must be in writing and must be delivered to the addressee in person or left at the address of the addressee or sent by facsimile to the facsimile number of the addressee which in each case is specified in this Section, and marked for the attention of the person so specified, or to such other address or facsimile number and/or marked for the attention of such other person as the relevant Party may from time to time specify by notice given in accordance with this Section.
		The details of each party at the date of this Agreement are:

To the Company:	Geovic Mining Corp.      743 Horizon Court, Suite 300A      Grand Junction, CO 81506 USA      Facsimile: 970 256 9241      Attention: The Secretary
To the Executive:	GARY R. MORRIS      743 Horizon Court, Suite 300A      Grand Junction, CO 81506 USA      Facsimile: 970 256 9241

	9.2	A notice shall take effect from the time it is deemed to be received as follows:
		9.2.1	in case of a notice delivered to the addressee in person, upon delivery;
		9.2.2	in the case of a notice left at the address of the addressee, upon delivery at that address;
		9.2.3	in the case of facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates the facsimile number of the recipient.
10.	Governing law and venue.
	This Agreement shall be governed by and interpreted in accordance with the laws of Colorado, United States and venue for any action relating to or arising out of this Agreement shall only be proper in Mesa County, Colorado, USA.
11.	No waiver.
	The failure of any party to insist upon the strict performance of any of the terms, conditions or provisions of this Agreement shall not be construed as a waiver of relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect.

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12.	Rights, obligations and assignment.
	The rights and obligations of the Company and Geovic Ltd. under this Agreement shall inure to the benefit of, and shall be binding upon, their respective successors and assigns.
13.	Severability.
	If any of the provisions of this Agreement shall for any reason be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Agreement, but shall be confined to such invalid or unenforceable provision.
14.	Captions.
	The captions inserted in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of this Agreement, or any provision hereof, nor in any way affect the interpretation of this Agreement.
15.	Entire Agreement
	This Agreement and the schedules hereto embody the entire understanding between the parties hereto pertaining to the subject matter hereto and supersedes all prior agreements and understandings of the parties in connection therewith.

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IN WITNESS whereof the Parties hereto have executed the Agreement this 6th day of  May 2008, effective as of 01 January 2008.

Signed   /s/ John E. Sherborne                              
              John E. Sherborne, for and on behalf of
              GEOVIC MINING CORP.

Signed   /s/ John E. Sherborne                                
              John E. Sherborne, for and on behalf of
              GEOVIC LTD.

Signed  /s/ Gary R. Morris                                      
              GARY R. MORRIS, Executive

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SCHEDULE I
THE SERVICES

The Executive shall render Services in such executive, supervisory, and general administrative capacities as the Officers and Board of Directors of the Company and Geovic Ltd. and the Company’s other subsidiaries shall from time to time determine. Without limiting the foregoing, the Executive shall serve as Senior Vice President reporting to the CEO unless otherwise assigned. Executive’s primary duties include, without limitation, management and leadership of the GeoCam office, including serving as a director, and, if elected, the Chairman of the Board of GeoCam, liaison with United States and foreign government agencies associated with GeoCam activities, office and field supervision of certain Company and GeoCam employees and contractors, and assisting other senior management with the corporate affairs of the Company, while assuring that the performance of all such activities are conducted under global corporate governance standards and all laws of appropriate jurisdiction.

The Executive shall have the following general corporate responsibilities:

1.	Monitor the international political and business environment for factors likely to impact the timely development of the Company’s Mining Project or other activities in Cameroon and prepare periodic reports for management of issues related to these factors.
2.	Outline Company strategies for expedient corporate and Project development with regard to the following aspects:

· Cameroon political environment

· GeoCam relationships with NGO’s

· Relationships with GeoCam shareholders

· Restructuring and/or re-capitalizing GeoCam

· Coordinating and managing the approval process for the Project environmental

  study and management plan

· Coordinating and managing the land lease program for the Project.

3.	Maintain existing and establish new business relationships with Cameroon government officials, US officials dealing in the affairs of Cameroon, and foreign or US-based NGOs with projects or programs in Cameroon.
4.	Administer US Trade and Development Agency Grant activities, including contractual obligations, reporting, and invoices.
5.	Manage GeoCam compliance with all aspects of the Shareholders Agreement, Loan Agreement, Service Contract and any other controlling documents affecting the activities of GeoCam.

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Regarding GeoCam, specifically:

1.	Executive shall continue to serve as General Manager and Chairman of the Board of GeoCam, subject to the continuing approval of the Board of GeoCam. Executive shall plan and carry out all procedural activities of a private Cameroonian company including Board meetings, annual reports, shareholders meetings, auditing of the accounts, and all corporate reporting responsibilities.
2.	During the pre-development phase of the Mining Project, manage the implementation of all in-country programs and activities, and ensure compliance with the terms and conditions of the Mining Convention and Mine Permit including reporting obligations and associated costs.
3.	Without prejudice to other provisions of this Agreement, the Executive shall report directly to the COO of the Company with respect to all activities pertaining to the development, construction and operation of the Project. In this regard, specific obligations of the Executive include:
	a.	Determination and management of land lease procedures, responsible parties, time requirements and timely attainment of the necessary leases.
	b.	Determination and reconciliation of all reporting obligations and fee requirements pursuant to the Mining Convention and Mine Permit.
	c.	Determination and management of environmental compliance procedures, responsible parties and time requirements for GeoCam’s EIS/EMP.
	d.	Together with the Deputy General Manager, coordinate and manage all in- country logistical support needed by visiting expatriates and Company consultants in conjunction with Mining Project activities, including the scheduling of meetings with appropriate government officials, field trip logistics, etc.
4.	Manage the expectations of all stakeholders regarding project development and timing, including all relevant ministries and other Cameroon Government authorities, US officials in Cameroon, NGOs, and other business associates. Organize and carry out periodic town hall meetings to inform the public and NGOs about project progress. Join and participate in a US-Cameroon Chamber of Commerce or similar organization.
5.	Together with the Deputy General Manager, direct transition to payroll administrator to set up contracts for appropriate existing Geovic Cameroon employees in accordance with labor code requirements, and establish contract labor service for part time and full time contractors.
6.	Manage preparation and assume accountability for all GeoCam technical service agreements, budgets and all associated accounting and auditing responsibilities. Together with the Deputy General Manager, prepare a monthly report to Company management summarizing activities, accomplishments, budget reconciliation, status of compliance with regulatory requirements and expected upcoming events, meetings, challenges and opportunities.

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7.	Together with the Deputy General Manager, develop and manage an employee job appraisal process that includes goal setting with appropriate deliverables, periodic performance reviews, and possible bonuses for exceptional achievements.
8.	Together with the Deputy General Manager, manage completion, implementation, and compliance with the GeoCam Policy and Procedures Manual that includes health, safety and security plans for employees and expatriate personnel.
9.	Together with Deputy Manager, manage GeoCam’s office(s) and residence(s) in Cameroon for the Executive, staff and consultants employed by the Company.
10.	Coordinate and manage GeoCam’s socio-humanitarian aid program to ensure its effectiveness.

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SCHEDULE II
COMPENSATION

1.	In accordance with Section 2.1 of this Agreement, the Executive shall be paid a salary of US$168,000 per year effective 01 January 2008. The Executive's performance and compensation package shall be reviewed annually by the CEO and by the Compensation Committee of the Board.
2.	Executive has received, upon approval by the Compensation Committee of the Board of Directors and the Board, an initial grant of options to purchase up to 150,000 Option Shares in accordance with the Company’s Amended and Restated Stock Option Plan and shall receive subsequent annual grants of Options in accordance with the option compensation arrangements established by the Compensation Committee and the Board of Directors of the Company during the Term of this Agreement to be completed in compliance with regulations of the appropriate regulatory authorities.
	The options shall have such terms as are determined by the Board in accordance with the Amended and Restated Stock Option Plan. In the event that options held by Executive become vested in full for any of the reasons described in Section 4.1, all options then held by Executive shall be deemed automatically at that time to be non- qualified options and not Incentive Stock Options under the Amended and Restated Stock Option Plan and may be exercised at any time during the original term of the option.
3.	Executive shall be eligible to receive an annual cash incentive bonus in an amount up to thirty percent (30%) of Executive’s annual salary, pursuant to an appraisal of Executive’s performance as outstanding by the CEO and the Compensation Committee. If the Board puts into place a restricted stock or deferred share plan, the Executive shall have the option to receive any such bonus awarded as deferred compensation.
4.	In recognition of the need for the Executive to spend considerably more time on location in Cameroon, the Company will pay an additional salary of US$1,000 per month, such additional payments to be made retroactive to 01 January 2007. Further, Company will pay the cost to upgrade air travel to Cameroon by Executive and spouse to business class for overseas travel leg to and from US to Europe, if possible, but only without an overnight stay in Europe. Company shall pay expense to ship Executive’s personal belongings back to Colorado.

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Effective January 1, 2010

Mr. Gary R. Morris
2691 Mazatlan
Grand Junction CO 81506

Dear Gary:

This letter states the modifications that we have agreed upon in your employment that was effective as of January 1, 2008.

FOR CONSIDERATION, the receipt and sufficiency of which we mutually acknowledge, we agree as follows

1.     As of January 1, 2010, your annual base salary is: $ 186,000.00.

2.     Upon any severance for death under Section 4.1 of your employment agreement, your survivors or your estate will be entitled only to receive an amount or amounts received by the Company under life insurance on your life held by the Company (totaling $372,000.00 face amount as of the date hereof), and not an amount equal to two years' base salary in effect at date of death plus bonus for that year (which would be the amount under your present employment agreement). If your salary increases in future years, it is not expected that the amount of life insurance will increase.

3.    Upon any disability for which you would be entitled to payments under Section 4.2 of your employment agreement, you would be entitled to receive an amount or amounts received by the company under disability insurance on you held by the Company (totaling $186,000.00 face amount as of the date hereof) in lieu of an amount equal to two base salary at date of death plus bonus for current year. If your salary increases in future years, it is not expected that the amount of life insurance will increase.

4.    All references in your employment agreement to your duties in connection with management of GeoCam and related matters are deleted.

All other terms and conditions of your employment agreement remain in full force and effect, subject to minor modifications that we may mutually agree upon from time to time to reflect changing conditions in the Company or its business.

Please sign below to indicate your agreement to the above modifications.

Sincerely,
Geovic Mining Corp.

By:  /s/ John E. Sherborne                            
       John E. Sherborne
       CEO, President

/s/  Gary R. Morris                                            
       Gary R. Morris

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EX-10.16

Exhibit 10.16

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and CONRAD B. HOUSER (“Executive”) is effective on 01 September 2008 and remains in effect through the Term of this Agreement (as hereinafter defined). The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

WHEREAS:

A.	The Company is a publicly-listed mining company incorporated in Delaware and headquartered in Colorado, whose shares are publicly traded on the Toronto Stock Exchange (TSX);
B.	The Company through various subsidiary entities is involved in all aspects of the international mining industry and, in particular, is assisting its wholly-owned subsidiary, Geovic, Ltd, a private corporation incorporated in the Cayman Islands and its majority-owned subsidiary, Geovic Cameroon PLC (“GeoCam”), a private corporation incorporated in Cameroon in developing a cobalt-nickel-manganese mining project (“Project”) in the Republic of Cameroon;
C.	In addition, the Company through its wholly-owned subsidiary Geovic Energy Corp., engages in energy exploration and development activities primarily in the United States;
D.	The Company has no full time employees, as all its officers are employees of Geovic, Ltd. which also is the employer of all other persons involved in the Company’s business;
E.	The Executive is experienced, qualified and specializes in the management and associated administration of resource and environmental companies while adding substantial value during all phases of project and corporate development, and, in particular, the Executive has extensive experience in most aspects of the energy business; and
F.	The Company desires to employ the Executive now as an executive officer of the Company, Geovic Energy Corp., and of Geovic Ltd., and as a full-time employee of Geovic Ltd. and Executive desires to be employed in such capacities, all pursuant to the terms and conditions set forth in this Agreement.

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NOW THEREFORE, IT IS HEREBY AGREED as follows:

1.	Appointment, Duties and Term of Employment.
	1.1	Job Description. Geovic, Ltd., now the Company’s 100%-owned subsidiary, offers to employ the Executive as Senior Vice President of Geovic, Ltd. And the Company and President of Geovic Energy Corp., based in the Company’s Grand Junction office. Executive is expected to perform his duties and provide the services (“Services”) to the Company, Geovic Energy Corp. and Geovic Ltd. as more specifically outlined in Schedule I.
	1.2	Term. The Executive shall be employed by the Company in all such capacities for an employment term (“Term”) beginning 01 September 2008 and initially ending on 31 December 2009 subject to all the covenants and conditions hereinafter set forth except that, commencing January 1, 2009, the Term of this Agreement shall be deemed automatically renewed for rolling two-year periods, whereby the Term off this Agreement is twelve (12) months on a continuing basis.
	1.3	The Executive shall report to the Chief Executive Officer (“CEO” or “Contact Person”) on Company matters and to the Company President on energy-related matters. The Executive shall keep the CEO and President well informed regarding the Company’s energy projects and other Company matters and shall promptly respond to any reasonable requests by the CEO and President in this regard. From time to time, Executive may also provide Services and assist the Company in reaching well- reasoned decisions and implementing those decisions regarding GeoCam and the Project.
	1.4	The Executive shall not be engaged directly or indirectly in any other business activity or contract to perform such activity at a future date which would prevent the performance of the obligations hereunder.
	1.5	The Executive shall not conduct any unethical or illegal activities on behalf of the Company and agrees to comply with the Company’s Code of Business Conduct and Ethisc.
	1.6	The Executive shall be an officer of the Company and a full-time employee of Geovic Ltd. with the authority, autonomy and responsibility customary for a Senior Vice President and subsidiary President. The Executive shall provide his Services exclusively to the Company and its subsidiaries, except that he may perform as an Outside Director on the Boards or member of the advisory boards of no more than two other companies. Further, the Executive may perform specialized consulting services as an expert witness for other companies where no conflict of interest or time commitment affects the Company or its subsidiaries. Such outside directorships or advisory board memberships shall conform to Company’s priorities and place no unnecessary burden upon the Company or the Executive. During the Term of this Agreement, the Executive agrees to serve, if elected, as an officer and/or director of any subsidiary or affiliate of the Company.

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2.	Consideration and expenses.
	2.1	During the Term of this Agreement, in consideration of the Executive’s Services hereunder, including, without limitation, service as an officer or director of any subsidiary or affiliate thereof and as a full-time employee of Geovic Ltd., the Company shall pay the Executive according to the attached Schedule II payable monthly in arrears on the last working day of each month or more frequently in accordance with the Company’s pay practices. All payments of consideration and expenses shall be made by direct deposit to an account in the name of Executive at a financial institution selected by Executive and located in the United States. All currency herein is expressed in US dollars.
	2.2	The Company or Geovic Ltd. shall pay or reimburse to the Executive:
		2.2.1	All costs reasonably and properly expended by him on behalf of the Company for performance of Services, including professional fees, if proper documentation of such expenses is received by the Company in accordance with the Company’s normal expense reimbursement procedures;
		2.2.2	During the Term of this Agreement, the Executive shall be entitled to participate in employee benefit plans or programs, if any, to the extent that Executive is eligible to participate in such plans or programs.
		2.2.3	During the Term of this Agreement, Executive shall be entitled to participate in the Company’s Employee Stock Option Plan and the Company’s Annual bonus program for Executives, subject to recommendations of the Compensation Committee and approval by the Company’s Board,
		2.2.4	Until such time as the Company may adopt a medical plan, the Company shall reimburse the Executive’s medical insurance in an amount not to exceed $800/month and once such a plan is adopted, Executive shall be entitled to full family coverage under the plan.

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		2.2.5	Expenses for Executive’s personal vehicle use shall be at a rate the prevailing IRS mileage rate, but shall exclude the mileage associated with daily commuting;
		2.2.6	As soon as appropriate and as mutually agreed by the Parties, the Executive shall re-locate from Idaho to Grand Junction, Colorado. The Company or Geovic Ltd. Shall pay to the Executive an amount, not to exceed, $40,000 to cover the costs of the move, including the costs to pack, move and store household effects, costs to sell the Executive’s house, closing costs on a new home purchase and incidental expenses including temporary housing or travel to his current home, subject to proper documentation. Separately, the Company will reimburse the costs of one house hunting trip for the Executive and his spouse.
			Such payments or reimbursements shall be made within seven (7) days of a request for reimbursement by the Executive together with provision by the Executive of such additional evidence and information as the Company or Geovic Ltd. shall reasonably require.
	2.3	The Executive shall be entitled to take four (4) calendar weeks of paid vacation annually during the Term of this Agreement, subject to the dates being previously agreed by the CEO. Executive shall not be entitled to additional compensation if he fails to use this vacation provided up to one (1) week of annual vacation may be carried over to a succeeding year. The Executive shall also be entitled to take paid holidays in accordance with standard Company or Geovic Ltd. policy.
	2.4	Executive shall accrue one (1) day of sick leave time per pay period, up to a maximum of 20 days, to be used only in connection with illness or medical conditions which interfere with providing Services.
3.	Termination.
	3.1	Either Party may terminate this Agreement and Executive’s employment with the Company by providing written notice to the other Party at least forty-five (45) days prior to the termination date.
	3.2	The Company may by notice in writing immediately terminate this Agreement and Executive’s employment with Geovic Ltd. without obligation to the Executive by providing written notice to the Executive at any time upon the occurrence of any one or more of the following events:
		3.2.1	Executive’s breach of any material obligation owed the Company or Geovic Ltd. in this Agreement;

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	3.2.2	Executive’s neglect of duties to be performed under this Agreement;
	3.2.3	Executive’s failure or refusal to follow lawful directions given by CEO or the President;
	3.2.4	Executive’s dishonest conduct or conduct that has damaged or will likely damage the reputation of the Company, or conduct which is clearly contrary to the Company’s Code of Business Conduct and Ethics;
	3.2.5	Executive being convicted of a felony;
	3.2.6	Executive engaging in any act of moral turpitude;
	3.2.7	The death of the Executive; or
	3.2.8	Executive becoming permanently disabled for a period of six (6) consecutive months from performing the duties of his employment.
3.3	Anything contained in Section 3.2 to the contrary notwithstanding, the Company shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.2(1), (2) or (3) unless the Company shall have first given the Executive twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Executive shall have failed to cure such grounds for termination within the twenty-one (21) day period.
3.4	Executive may terminate this Agreement and Executive’s employment by the company by providing written notice to the Company at any time upon the occurrence of any one or more of the following events:
	3.4.1	The Company’s breach of any material obligation owed the Executive in this Agreement;
	3.4.2	The Company requiring Executive to perform illegal activities;
	3.4.3	Bankruptcy of the Company;
	3.4.4	Inability of Executive to substantially perform his essential duties under this Agreement because of a disability.
	3.4.5	In the event of merger, consolidation, divestiture, takeover, significant sale, change in control or any similar business circumstance with Company or its subsidiaries which result within 12 months of the change in control in either (i) a termination or threatened termination of Executive’s employment or a reduction in compensation to be paid to Executive, or (ii) a significant change in the duties of Executive reasonably deemed unacceptable by Executive.

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			The term “change in control” shall mean either: (1) any one Person (or group of affiliated persons) holds a sufficient number of Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, or (2) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of the Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, where such Person or combination of Persons did not previously hold a sufficient number of Voting Shares to affect materially the control of the Company or Resulting Issuer. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the Voting Shares of the Company is deemed to materially affect the control of the Company or Resulting Issuer. Capitalized terms in this change in control paragraph have the same meaning as used in the TSX Corporate Finance Manual.
	3.5	Anything contained in Section 3.4 to the contrary notwithstanding, the Executive shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.4(1) or (2) unless the Executive shall have first given the Company twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Company shall have failed to cure such grounds for termination within the twenty-one (21) day period.
4.	Severance.
	4.1	Within ninety (90) days of this Agreement and Executive’s employment being terminated by the Company pursuant to Section 3.1 or Section 3.2.8 or by the Executive pursuant to Section 3.4.1, 3.4.2, 3.4.4 or 3.4.5, the Company shall pay Executive a lump sum severance of one (1) year of the minimum base salary pursuant to Schedule II, section 1, plus any earned bonus accrued to the time of such voluntary or involuntary termination. In addition, the Executive shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that he then holds and/or any restrictions with respect to restricted shares of the Company’s capital stock that he then holds shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority.

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	4.2	Within ninety (90) days of this Agreement and Executive’s employment with the Company being terminated by the Company pursuant to Section 3.2.7 (Death of Executive during the Term), the Company shall pay the trustee named in Executive’s last will and testament, if any, and if none, then the Executive’s estate, a lump sum severance of one (1) year of the minimum base salary pursuant to Schedule II, Section 1 commencing on the date of death, plus any annual bonus to which Executive would have been entitled had the Agreement not been terminated and Executive’s trustee named in Executive’s last will and testament, if any, and if none, then Executive’s estate, shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that the Executive held at the time of his death and/or any restrictions with respect to restricted shares of the Company’s capital stock the Executive held at the time of his death shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority or pooling restrictions entered into by the Company.
		These Sections 4.1 and 4.2 and other Sections of this Agreement shall comply with all laws, rules and regulations of securities commissions and stock exchanges to which the Company may be subject, or with which it must comply. Otherwise the Executive and the Company agree to reasonably modify this Agreement in a manner that meets such requirements.
5.	Confidentiality.
	5.1	In this Agreement, all information and data (“Information”) includes oral or written, computer file or other permanent form relating to the Company, Geovic Ltd., GeoCam and any other subsidiaries and affiliates of the Company (together the “Group”) and their businesses and assets or any part thereof disclosed or provided to the Executive and all documents, computer files or other records prepared by the Executive which contain or are based on any such information or data, together with all confidential information and data concerning the business of the Group, and information to the Group that is furnished by a third party and deemed confidential and that was furnished by the third party after assurance of confidential treatment.
	5.2	The Executive shall keep all Information strictly confidential and shall not disclose the Information, in whole or in part, to any person other than directors or employees of the Group and outside personnel that need to know such Information for their performance of services on behalf of the Company.

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	5.3	The Executive shall not use the Information for any purpose whatsoever other than for the purpose of providing the Services herein, and as may be required or beneficial in the performance of the Services herein.
	5.4	The provisions of Sections 5.2 and 5.3 shall not apply to Information:
		5.4.1	which at the time of disclosure is available to the public generally;
		5.4.2	which after disclosure becomes available to the public generally, other than by reason of a breach by the Executive of his obligations under this Agreement; or
		5.4.3	subject to any disclosure if such disclosure is the requirement of a court of competent jurisdiction.
	5.5	The obligations in Sections 5.2 and 5.3 shall remain in effect for three (3) years after termination of this Agreement, and for such longer term as may reasonably be required to maintain the confidentiality of Information material to the Group’s business.
6.	Company property.
	6.1	The products and results of the Services shall be the exclusive property of the Company.
	6.2	On the expiration or termination of the Term of this Agreement (for whatever reason and howsoever caused) the Executive shall promptly deliver to the Company all copies of all Information in the possession or under the control of Executive and all other property belonging to the Company which may be in possession or under his control.
7.	Taxes.
	Federal and state taxes will be withheld by the company from Executive’s monthly salary and, if required by law, from other payments made to Executive, and Executive shall be eligible for workers compensation and unemployment insurance benefits to the extent provided by law. For all purposes under this Agreement, Executive is a resident of the State of Colorado.
8.	Evacuation.
	The Company shall make all available efforts to ensure the release, evacuation and/or medical care of the Executive and/or members of his family if the Executive and/or members of his family are kidnapped, held hostage, require emergency medical evacuation or are caught up in any kind of civil unrest or violence during Executive’s performance of Services to the Company.

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9.	Notices.
	9.1	Any notice to be given under this Agreement must be in writing and must be delivered to the addressee in person or left at the address of the addressee or sent by facsimile to the facsimile number of the addressee which in each case is specified in this clause, and marked for the attention of the person so specified, or to such other address or facsimile number and/or marked for the attention of such other person as the relevant Party may from time to time specify by notice given in accordance with this clause.
		The details of each party at the date of this Agreement are:

To the Company:	Geovic Mining Corp. 743 Horizon Court, Suite 300A Grand Junction, CO 81506 USA Facsimile: 970 256 9241 Attention: The Secretary
To the Executive:	CONRAD B. HOUSER 743 Horizon Court, Suite 300A Grand Junction, CO 81506 USA Facsimile: 970 256 9241

9.2	A notice shall take effect from the time it is deemed to be received as follows:
	9.2.1	in case of a notice delivered to the addressee in person, upon delivery;
	9.2.2	in the case of a notice left at the address of the addressee, upon delivery at that address;
	9.3.3	in the case of facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates the facsimile number of the recipient.

10.     Governing law and venue.

This Agreement shall be governed by and interpreted in accordance with the laws of Colorado, United States and venue for any action relating to or arising out of this Agreement shall only be proper in Mesa County, Colorado, USA.

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11.	No waiver.
	The failure of any party to insist upon the strict performance of any of the terms, conditions or provisions of this Agreement shall not be construed as a waiver of relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect.
12.	Rights, obligations and assignment.
	The rights and obligations of the Company and Geovic Ltd. under this Agreement shall inure to the benefit of, and shall be binding upon, their respective successors and assigns.
13.	Severability.
	If any of the provisions of this Agreement shall for any reason be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Agreement, but shall be confined to such invalid or unenforceable provision.
14.	Captions.
	The captions inserted in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of this Agreement, or any provision hereof, nor in any way affect the interpretation of this Agreement.
15.	Entire Agreement
	This Agreement and the schedules hereto embody the entire understanding between the parties hereto pertaining to the subject matter hereto and supersedes all prior agreements and understandings of the parties in connection therewith.

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IN WITNESS whereof the Parties hereto have executed the Agreement this 06th day of August 2008, effective as of 01 September 2008.

Signed  /s/ John E. Sherborne                                  
John E. Sherborne, for and on behalf of
GEOVIC MINING CORP.

Signed  /s/ John E. Sherborne                                  
John E. Sherborne, for and on behalf of
GEOVIC LTD.

Signed  /s/ Conrad B. Houser                                   
CONRAD B. HOUSER, Executive

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SCHEDULE I
THE SERVICES

Services to be provided by the Executive include:

1.	In accordance with the directives of the CEO and the President, develop and guide the energy project objectives of the Company, Geovic Ltd. and Geovic Energy Corp. and assume overall corporate authority and responsibility for Geovic Energy Corp., including but not limited to project planning and implementation, public hearings and associated rule making activities, environmental planning and permitting, exploration and development planning and execution, fund raising within the context of overall Company objectives, public relations planning and execution, engaging, hiring, managing and directing energy-related employees, consultants and contractors, initiating and advancing Geovic Energy strategy development, coordinate the preparation and filling of energy related documents and disclosures and oversee and assure that the performance of all such activities are conducted under global corporate governance standards and all laws of appropriate jurisdiction.
2.	Prepare and present Geovic Energy annual and quarterly budgets and forecasts for the Company and the Board and provide, in a timely manner, all requested materials that the Company or the Board may require, and take such actions, consistent with the responsibilities of the Executive, as such entities shall request.
3.	Initiate and actively participate in arranging, negotiating and closing farm-in, farm- out, joint venture, data acquisition or trade, and as appropriate and in conjunction with Company management, debt and public or private equity financings for Geovic Energy.
4.	Advocate and promote the attributes and value of Geovic Energy to public, financial and technical communities. Present information or respond to government authorities and other parties on an as-needed basis.
5.	Assist GeoCam, if and as required, in connection with energy and environmental matters.
6.	Assist in public and investor relations activities.
7.	Provide any other executive, management, administrative, financial and business service or undertake any other action believed to be in the best interest of the Company, its subsidiaries, business interests and shareholders.

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SCHEDULE II
COMPENSATION

1.	In accordance with section 2.1 of this Agreement, the Executive shall be paid a salary of $170,000 per year effective 01 September 2008. The Executive's performance and compensation package shall be reviewed annually by the CEO, the President and by the Compensation Committee of the Board.
2.	Executive shall receive, upon approval by the Compensation Committee of the Board and the Board itself, an initial grant of options to purchase up to 100,000 Option Shares in accordance with the Company’s Amended and Restated Stock Option Plan, 40% percent of which to be vested upon grant and 30% to vest on the first and second anniversaries of the effective date of this Agreement. Executive shall receive subsequent annual grants of Option Shares in accordance with option compensation arrangements established by the Compensation Committee and the Board of the Company during the Term of this Agreement to be completed in compliance with regulations of the appropriate regulatory authorities. The options shall have such terms as are determined by the Board in accordance with the Amended and Restated Stock Option Plan. In the event that options held by Executive become vested in full for any of the reasons described in Section 4.1, all options then held by Executive shall be deemed automatically at that time to be non-qualified options and not Incentive Stock Options under the Amended and Restated Stock Option Plan and may be exercised at any time during the original term of the option.
3.	Executive shall be eligible to receive an annual cash incentive bonus pursuant to an appraisal of Executive’s performance as outstanding by the CEO and the Compensation Committee. If the Board puts into place a restricted stock or deferred share plan, the Executive shall have the option to receive any such bonus awarded as deferred compensation.

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Effective January 1, 2010

Mr. Conrad B. Houser
677 Peony
Grand Junction CO 81507

Dear Conrad:

This letter states the modifications that we have agreed upon in your employment agreement that was effective as of January 1, 2008.

FOR CONSIDERATION, the receipt and sufficiency of which we mutually acknowledge, we agree as follows

1.   As of January 1, 2010, your annual base salary is: $170,000.00.

2.   Upon any severance for death under Section 4.1 of your employment agreement, your survivors or your estate will be entitled only to receive an amount or amounts received by the Company under life insurance on your life held by the Company (totaling $170,000.00 face amount as of the date hereof), and not an amount equal to six months’ base salary in effect at date of death plus bonus for that year (which would be the amount under your present employment agreement). If your salary increases in future years, it is not expected that the amount of life insurance will increase.

3.  Upon any disability for which you would be entitled to payments under Section 4.2 of your employment agreement, you would be entitled to receive an amount or amounts received by the company under disability insurance on you held by the Company (totaling $170,000.00 face amount as of the date hereof) in lieu of an amount equal to six months’ base salary at date of death plus bonus for current year. If your salary increases in future years, it is not expected that the amount of life insurance will increase.

All other terms and conditions of your employment agreement remain in full force and effect, subject to minor modifications that we may mutually agree upon from time to time to reflect changing conditions in the Company or its business.

Please sign below to indicate your agreement to the above modifications.

Sincerely,
Geovic Mining Corp.

By: /s/ John E. Sherborne             
John E. Sherborne
CEO, President

/s/ Conrad B. Houser                      
Conrad B. Houser

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EX-10.17

Exhibit 10.17

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and SHELIA SHORT (“Executive”) is effective on 01 January 2008 and remains in effect through the Term of this Agreement (as hereinafter defined). The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

WHEREAS:

A.	The Company is a publicly-listed mining company incorporated in Delaware and headquartered in Colorado, whose shares are publicly-traded on the Toronto Stock Exchange (TSX);
B.	The Company through various subsidiaries is involved in all aspects of the international mining industry and, in particular, is assisting its wholly-owned subsidiary, Geovic, Ltd, a private corporation incorporated in the Cayman Islands and its majority-owned subsidiary, Geovic Cameroon PLC (“GeoCam”), a private corporation incorporated in Cameroon in developing a cobalt-nickel-manganese mining project (“Project”) in the Republic of Cameroon;
C.	The Company has no full time employees, as all its officers are employees of Geovic, Ltd. which also is the employer of all other persons involved in the Company’s business;
D.	The Executive has gained considerable and valuable experience carrying out all the duties and responsibilities of the Corporate Secretary and provides executive and hands-on management expertise while adding substantial value during many phases of corporate development, and the Executive has been an executive officer of the Company since December 2006; and
E.	The Company desires to retain the Executive now as an executive officer of the Company and of Geovic Ltd. and as a full-time employee of Geovic Ltd., and the Executive desires to continue her work in such capacities, all pursuant to the terms and conditions hereinafter set forth.

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NOW THEREFORE, IT IS HEREBY AGREED as follows:

1.	Appointment, Duties and Term of Employment.
	1.1	Job Description. Geovic Ltd., now the Company’s 100%-owned subsidiary, initially employed the Executive as Executive Assistant, effective July 1, 2000. Subsequently, Executive was appointed Corporate Secretary of Geovic Ltd. on February 10, 2004, and has served as Corporate Secretary of the Company since December 2006. Executive has performed the job functions of the Corporate Secretary in an admirable and effective manner and is expected to continue to perform her duties in this manner. Subject to the powers, authorities and responsibilities vested in the Board of Directors (the “Board”) of the Company, the Executive shall have the responsibility and authority vested in the By-laws of Geovic Ltd. and the Company for the Corporate Secretary position. The Executive shall also perform such other administrative duties for Geovic Ltd. and the Company and its other subsidiaries and affiliates as may from time to time be authorized or directed by the Board and the Company’s executive management.
	1.2	Appointment as Officer. At or prior to approval of this Agreement by the Board, the Executive shall be re-appointed as Corporate Secretary of the Company and shall be appointed a full-time employee and Corporate Secretary of Geovic Ltd. and shall perform all such other duties for the Company and its subsidiaries and affiliates as may from time to time be authorized or directed by the Chief Executive Officer (CEO) or the Board.
	1.3	Term. The Executive shall be employed in all such capacities for an employment term (“Term”) which shall be deemed to have commenced as of 01 January 2008 and ending on 31 December 2009 subject to all the covenants and conditions hereinafter set forth, except that, commencing 01 January 2008, the Term of this Agreement shall be automatically renewed for rolling two-year periods, whereby the Term of this Agreement is twenty four (24) months on a continuing basis.
	1.4	The Executive shall report to the Chief Executive Officer (“CEO” or “Contact Person”) on most matters and to the board on certain special matters if so requested. The Executive shall keep the CEO and Board well informed regarding Executive’s responsibilities and other Company or Geovic Ltd. matters and shall promptly respond to any reasonable requests by the CEO in this regard.
	1.5	The Executive shall not conduct any unethical or illegal activities on behalf of the Company and agrees to comply with the Company’s Code of Business Conduct and Ethics.

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	1.6	The Executive shall be an Officer of the Company and a full-time employee of Geovic Ltd. with the authority, autonomy and responsibility customary for a Corporate Secretary. The Executive shall provide her Services exclusively to the Company and its subsidiaries. However, this shall not preclude the Executive from participating in the affairs of any governmental, educational or charitable institution so long as such participation does not unreasonably interfere with the performance by the Executive of her duties hereunder. During the Term of this Agreement, the Executive agrees to serve, if elected, as an officer or director of any subsidiary or affiliate of the Company.
2.	Consideration and expenses
	2.1	During the Term of this Agreement, in consideration of the Executive’s services hereunder, including, without limitation, service as an officer or director of the Company or of any subsidiary or affiliate thereof and as a full-time employee of Geovic Ltd., the Company shall pay the Executive as follows:
			A salary at a rate of $108,000 per year, effective 01 January 2008, payable monthly in arrears on the last working day of each month. The Executive’s performance and compensation package shall be reviewed annually by the CEO and by the Compensation Committee of the Board. All payments of consideration and expenses shall be made by direct deposit to an account in the name of Executive at a financial institution selected by Executive and located in the United States. All currency herein is expressed in US dollars.
			Executive has received, upon approval of the Compensation Committee of the Board and the Board, an initial grant of options to purchase up to 40,000 Option Shares in accordance with the Company’s Amended and Restated Stock Option Plan and shall receive subsequent annual grants of Options in accordance with option compensation arrangements established by the Compensation Committee of the Board during the Term of this Agreement to be completed in compliance with regulations of the appropriate regulatory authorities. The Options shall have such terms as are determined by the Board in accordance with the Amended and Restated Stock Option Plan. In the event that options held by Executive become vested in full for any of the reasons described in Section 4.1, all options then held by Executive shall be deemed automatically at that time to be non- qualified options and not Incentive Stock Options under the Amended and Restated Stock Option Plan and may be exercised at any time during the original term of the option.

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		Executive shall be eligible to receive an annual cash incentive bonus in an amount up to twenty percent (20%) of Executive’s annual salary, pursuant to an outstanding appraisal of Executive’s performance by the CEO and the Compensation Committee. If the Board puts into place a restricted stock or deferred share plan, the Executive shall have the option to receive any such bonus awarded as deferred compensation.
2.2	The Company or Geovic Ltd. shall pay or reimburse to the Executive:
	2.2.1	All costs reasonably and properly expended by her on behalf of the Company, if proper documentation of such expenses is received by the Company in accordance with the Company’s normal expense reimbursement procedures;
	2.2.2	During the Term of this Agreement, the Executive shall be entitled to participate in employee benefit plans or programs, if any, to the extent that Executive is eligible to participate in such plans or programs;
	2.2.3	During the Term of this Agreement, Executive shall be entitled to participate in the Company’s Employee Stock Option Plan and the Company’s Annual bonus Program for Executives, subject to recommendations of the Compensation Committee and approval by the Company’s Board;
	2.2.4	Until such time as the Company may adopt a medical plan, the Company shall reimburse the Executive’s medical insurance in an amount not to exceed $500/month, and once such a plan is adopted, Executive shall be entitled to full family coverage under the plan; and
	2.2.5	Expenses for Executive’s personal vehicle use shall be at a rate of the greater of $0.465 per mile or the prevailing IRS mileage rate, but shall exclude the mileage associated with daily commuting;
		Such payments or reimbursements shall be made within seven (7) days of a request for reimbursement by the Executive together with provision by the Executive of such additional evidence and information as the Company or Geovic Ltd. shall reasonably require.
2.3	The Executive shall be entitled to take four (4) calendar weeks of paid vacation annually during the Term of this Agreement, subject to the dates being previously agreed by the CEO. Executive shall not be entitled to additional compensation if she fails to use this vacation, provided that with written approval of the CEO, up to two (2) weeks of annual vacation may be carried over to a succeeding year. The Executive shall also be entitled to take paid holidays in accordance with standard company policy.

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	2.4	Executive shall accrue one (1) day of sick leave time per pay period, up to a maximum of 20 days, to be used only in connection with illness or medical conditions which interfere with providing services under this Agreement.
3.	Termination
	3.1	Either Party may terminate this Agreement and Executive’s employment with the Company by providing written notice to the other Party at least forty-five (45) days prior to the termination date.
	3.2	The Company may terminate this Agreement and Executive’s employment with Geovic Ltd. without obligation to Executive by providing written notice to Executive at any time upon the occurrence of any one or more of the following events:
		3.2.1	Executive’s breach of any material obligation owed the Company in this Agreement;
		3.2.2	Executive’s neglect of duties to be performed under this Agreement;
		3.2.3	Executive’s failure or refusal to follow lawful directions given by CEO or the Board;
		3.2.4	Executive’s dishonest conduct or conduct that has damaged or will likely damage the reputation of the Company or Geovic Ltd., or conduct which is clearly contrary to the Company’s Code of Business Conduct and Ethics;
		3.2.5	Executive being convicted of a felony;
		3.2.6	Executive engaging in any act of moral turpitude;
		3.2.7	Death of Executive; or
		3.2.8	Executive becoming permanently disabled for a period of six (6) consecutive months that precludes Executive from performing the duties of her employment.
	3.3	Anything contained in Section 3.2 to the contrary notwithstanding, the Company or Geovic Ltd. shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.2.1, 3.2.2 or 3.2.3 unless the Company shall have first given the Executive twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Executive shall have failed to cure such grounds for termination within the twenty-one (21) day period.

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3.4	Executive may terminate this Agreement and Executive’s employment by the Company by providing written notice to the Company at any time upon the occurrence of any one or more of the following events:
	3.4.1	The Company’s breach of any material obligation owed the Executive in this Agreement;
	3.4.2	The Company requiring Executive to perform illegal activities;
	3.4.3	Bankruptcy of the Company;
	3.4.4	Inability of Executive to substantially perform her essential duties under this Agreement because of a disability; or
	3.4.5	In the event of merger, consolidation, divestiture, takeover, significant sale, change in control or any similar business circumstance with Geovic or its subsidiaries which result within 12 months of the change in control in either (i) a termination or threatened termination of Executive’s employment or a reduction in compensation to be paid to Executive, or (ii) a significant change in the duties of Executive reasonably deemed unacceptable by Executive.
		The term “change in control” shall mean either: (1) any one Person (or group of affiliated persons) holds a sufficient number of Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, or (2) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of the Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, where such Person or combination of Persons did not previously hold a sufficient number of Voting Shares to affect materially the control of the Company or Resulting Issuer. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the Voting Shares of the Company is deemed to materially affect the control of the Company or Resulting Issuer. Capitalized terms in this change in control paragraph have the same meaning as used in the TSX Corporate Finance Manual.
3.5	Anything contained in Section 3.4 to the contrary notwithstanding, the Executive shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.4.1 or 3.4.2 unless the Executive shall have first given the Company twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Company shall have failed to cure such grounds for termination within the twenty-one (21) day period.

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4.	Severance.
	4.1	Within ninety (90) days of this Agreement and Executive’s employment with the Company being terminated by the Company pursuant to Section 3.1 or Section 3.2.8 or by the Executive pursuant to Section 3.4.1, 3.4.2, 3.4.4 or 3.4.5, the Company shall pay Executive a lump sum severance of two (2) years of the minimum base salary pursuant to Section 2.1, commencing on the effective date of the termination, plus any annual bonus to which Executive would have been entitled had the Agreement not been terminated, and the Executive shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that she then holds and/or any restrictions with respect to restricted shares of the Company’s capital stock that she then holds shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority.
	4.2	Within ninety (90) days of this Agreement and Executive’s employment with the Company being terminated by the Company pursuant to Section 3.2.7, the Company shall pay the trustee named in Executive’s last will and testament, if any, and if none, then the Executive’s estate, a lump sum severance of two (2) years of the minimum base salary pursuant to Section 2.1 commencing on the date of death, plus any annual bonus to which Executive would have been entitled had the Agreement not been terminated and Executive’s trustee named in Executive’s last will and testament, if any, and if none, then Executive’s estate, shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that the Executive held at the time of her death and/or any restrictions with respect to restricted shares of the Company’s capital stock the Executive held at the time of her death shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority or pooling restrictions entered into by the Company.
		These Sections 4.1 and 4.2 and other Sections of this Agreement shall comply with all laws, rules and regulations of securities commissions and stock exchanges to which the Company may be subject, or with which it must comply. Otherwise the Executive and the Company agree to reasonably modify this Agreement in a manner that meets such requirements.

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5.	Confidentiality.
	5.1	In this Agreement, all information and data (“Information”) includes oral or written, computer file or other permanent form relating to the Company, Geovic Ltd., GeoCam, Geovic Energy Corp. and any other subsidiaries and affiliates of the Company (together the “Group”) and their businesses and assets or any part thereof disclosed or provided to the Executive and all documents, computer files or other records prepared by the Executive which contain or are based on any such information or data, together with all confidential information and data concerning the business of the Group, and information to the Group that is furnished by a third party and deemed confidential and that was furnished by the third party after assurance of confidential treatment.
	5.2	The Executive shall keep all Information strictly confidential and shall not disclose the Information, in whole or in part, to any person other than directors or employees of the Group and outside personnel that need to know such Information for their performance of services on behalf of the Company.
	5.3	The Executive shall not use the Information for any purpose whatsoever other than for the purpose of providing the Services herein, and as may be required or beneficial in the performance of the Services herein.
	5.4	The provisions of Sections 5.2 and 5.3 shall not apply to Information:
		5.4.1	which at the time of disclosure is available to the public generally;
		5.4.2	which after disclosure becomes available to the public generally, other than by reason of a breach by the Executive of her obligations under this Agreement; or
		5.4.3	subject to any disclosure if such disclosure is the requirement of a court of competent jurisdiction.
	5.5	The obligations in Sections 5.2 and 5.3 shall remain in effect for three (3) years after termination of this Agreement, and for such longer term as may reasonably be required to maintain the confidentiality of Information material to the Group’s business.
6.	Company property.
	6.1	The products and results of the Services shall be the exclusive property of the Company.

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	6.2	On the expiration or termination of the Term of this Agreement (for whatever reason and howsoever caused) the Executive shall promptly deliver to the Company all copies of all Information in the possession or under the control of Executive and all other property belonging to the Company which may be in possession or under her control.
7.	Taxes
	Federal and state taxes will be withheld by the company from Executive’s monthly salary and cash bonuses, if any, and Executive shall be eligible for workers compensation and unemployment insurance benefits to the extent provided by law. For all purposes under this Agreement, Executive is a resident of the State of Colorado.
8.	Evacuation.
	The Company shall make all available efforts to ensure the release, evacuation and/or medical care of the Executive and/or members of her family if the Executive and/or members of her family are kidnapped, held hostage, require emergency medical evacuation or are caught up in any kind of civil unrest or violence during Executive’s performance of Services to the Company.
9.	Notices.
	9.1	Any notice to be given under this Agreement must be in writing and must be delivered to the addressee in person or left at the address of the addressee or sent by facsimile to the facsimile number of the addressee which in each case is specified in this Section, and marked for the attention of the person so specified, or to such other address or facsimile number and/or marked for the attention of such other person as the relevant Party may from time to time specify by notice given in accordance with this Section.
		The details of each Party at the date of this Agreement are:

To the Company:	GEOVIC MINING CORP. 743 Horizon Court, Suite 300A Grand Junction, CO 81506 USA Facsimile: 970 256 9241 Attention: The Secretary
To the Executive:	SHELIA SHORT 743 Horizon Court, Suite 300A Grand Junction, Colorado 81506 Telephone: 970 256 9681

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	9.2	A notice shall take effect from the time it is deemed to be received as follows:
		9.2.1	in case of a notice delivered to the addressee in person, upon delivery;
		9.2.2	in the case of a notice left at the address of the addressee, upon delivery at that address;
		9.2.3	in the case of facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates the facsimile number of the recipient.
10.	Governing law and venue.
	This Agreement shall be governed by and interpreted in accordance with the laws of Colorado, United States, and venue for any action relating to or arising out of this Agreement shall only be proper in Mesa County, Colorado, United States.
11.	No waiver.
	The failure of any party to insist upon the strict performance of any of the terms, conditions or provisions of this Agreement shall not be construed as a waiver of relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect.
12.	Rights, obligations and assignment.
	The rights and obligations of the Company and Geovic Ltd. under this Agreement shall inure to the benefit of, and shall be binding upon, their respective successors and assigns.
13.	Severability.
	If any of the provisions of this Agreement shall for any reason be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Agreement, but shall be confined to such invalid or unenforceable provision.
14.	Captions.
	The captions inserted in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of this Agreement, or any provision hereof, nor in any way affect the interpretation of this Agreement.

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15. Entire Agreement.

This Agreement and the schedules hereto embody the entire understanding between the Parties hereto pertaining to the subject matter hereto and supersedes all prior agreements and understandings of the parties in connection therewith.

IN WITNESS whereof the Parties hereto have executed the Agreement this 5th day of  May 2008, effective as of 01 January 2008.

Signed  /s/ John E. Sherborne                                  
John E. Sherborne, for and on behalf of
GEOVIC MINING CORP.

Signed  /s/ John E. Sherborne                                  
John E. Sherborne, for and on behalf of
GEOVIC LTD.

Signed  /s/ Shelia Short                                            
SHELIA SHORT, Executive

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Effective January 1, 2010

Ms. Shelia I. Short
4545 S. Monaco St., Unit 134
Denver CO 80237

Dear Shelia:

This letter states the modifications that we have agreed upon in your employment that was effective as of January 1, 2008.

FOR CONSIDERATION, the receipt and sufficiency of which we mutually acknowledge, we agree as follows

1.     As of January 1, 2010, your annual base salary is: $112,000.00.

2.     Upon any severance for death under Section 4.1 of your employment agreement, your survivors or your estate will be entitled only to receive an amount or amounts received by the Company under life insurance on your life held by the Company (totaling $224,000.00 face amount as of the date hereof), and not an amount equal to two years’ base salary in effect at date of death plus bonus for that year (which would be the amount under your present employment agreement). If your salary increases in future years, it is not expected that the amount of life insurance will increase.

3.     Upon any disability for which you would be entitled to payments under Section 4.2 of your employment agreement, you would be entitled to receive an amount or amounts received by the company under disability insurance on you held by the Company (totaling $112,000.00 face amount as of the date hereof) in lieu of an amount equal to two years’ base salary at date of death plus bonus for current year. If your salary increases in future years, it is not expected that the amount of life insurance will increase.

All other terms and conditions of your employment agreement remain in full force and effect, subject to minor modifications that we may mutually agree upon from time to time to reflect changing conditions in the Company or its business.

Please sign below to indicate your agreement to the above modifications.

Sincerely,
Geovic Mining Corp.

By: /s/ John E. Sherborne                      
John E. Sherborne
CEO, President

/s/ Shelia I. Short                                    
Shelia I. Short

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EX-10.18

Exhibit 10.18

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and DIANE HARTNETT (“Executive”) is effective on June 22, 2009 and remains in effect through the Term of this Agreement (as hereinafter defined). The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

WHEREAS:

A.	The Company is a publicly-listed mining company incorporated in Delaware and headquartered in Colorado, whose shares are publicly traded on the Toronto Stock Exchange (TSX) and the Over the Counter Bulletin Board (OTCBB);
B.	The Company through various subsidiary entities is involved in all aspects of the international mining industry and, in particular, is assisting its wholly-owned subsidiary, Geovic, Ltd, a private corporation incorporated in the Cayman Islands and its majority-owned subsidiary, Geovic Cameroon PLC (“GeoCam”), a private corporation incorporated in Cameroon to develop a cobalt-nickel-manganese mining project (“Project”) in the Republic of Cameroon;
C.	In addition, the Company through its wholly-owned subsidiary Geovic Energy Corp., engages in energy exploration and development activities in the United States and elsewhere:
D.	The Company has no full time employees, as all its officers are employees of Geovic, Ltd. which also is the employer of all other persons involved in the Company’s business;
E.	The Executive is a highly qualified and well trained accountant with experience in publicly owned enterprises in the mining business, with focus on accounting and tax matters, control and associated administration of corporate businesses. She has developed management and leadership capabilities as a result of her experience;
F.	The Company desires to employ the Executive as an executive officer of the Company and of Geovic Ltd. and as a full-time employee of Geovic Ltd. and Executive desires to be employed in such capacities, all pursuant to the terms and conditions set forth in this Agreement;

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NOW THEREFORE, IT IS HEREBY AGREED as follows:

1.	Appointment, Duties and Term of Employment.
	1.1	Job Description. Geovic, Ltd., the Company’s 100%-owned operating subsidiary, agrees to employ the Executive as Corporate Controller based in the Company’s Denver head office. Executive is expected to perform her duties and provide the services (“Services”) to the Company and Geovic Ltd. as more specifically outlined in Schedule I.
	1.2	Appointment as Officer. The Executive shall be appointed as Corporate Controller of the Company and Geovic Ltd. and shall become a full-time employee of Geovic Ltd. In addition, Executive shall perform all such other duties for the Company and its subsidiaries and affiliates as may from time to time be authorized or directed by the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) or the Board.
	1.3	Term. The Executive shall be engaged by the Company in all such capacities for an employment term (“Term”) beginning 22 June 2009 and initially ending 30 June 2010 subject to all the covenants and conditions hereinafter set forth. The Term shall be automatically renewed annually unless either party notifies the other at least 30 days prior to the end of a Term that the contract will be terminated at the end of a the Term.
	1.4	The Executive shall report primarily to the Chief Financial Officer (“CFO” or “Contact Person”) on Company matters and to the Board on certain special matters. The Executive shall keep the CEO, CFO, the Executive Vice President-Chief Administrative Officer (CAO) and the Board well informed regarding the Company’s accounting, public reporting of financial condition and related matters and other Company matters and shall promptly respond to any reasonable requests by the CEO, the CFO, the CAO and the Board in this regard. Additionally, Executive may periodically report to and advise other officers of the Company on special matters
	1.5	The Executive shall not be engaged directly or indirectly in any other business activity or contract to perform such activity at a future date which would prevent the performance of the obligations hereunder, except with the prior written approval of the CFO. Any such approved activities shall be performed by Executive only in a manner and time which assures that Executive is able to timely and fully perform all duties and obligations to the Company under this Agreement.

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	1.6	The Executive shall not conduct any unethical or illegal activities on behalf of the Company and agrees to comply with the Company’s Code of Business Conduct and Ethics, and to assist the Company to secure the full participation and compliance of staff members who report to Executive.
	1.7	The Executive shall be an officer of the Company and a full-time employee of Geovic Ltd. with the authority, autonomy and responsibility customary for a Corporate Controller. The Executive shall provide her Services exclusively to the Company and its subsidiaries, except as provided in Section 1.5 above and except that she may perform as an Outside Director on the Boards or member of the advisory boards of no more than two other companies. Such outside directorships or advisory board memberships shall conform to Company’s priorities and place no unnecessary burden upon the Company or the Executive. During the Term of this Agreement, the Executive also agrees to serve, if elected, as an officer and/or director of any subsidiary or affiliate of the Company.
2.	Consideration and expenses.
	2.1	During the Term of this Agreement, in consideration of the Executive’s Services hereunder, including, without limitation, service as an officer or director of any subsidiary or affiliate thereof and as a full-time employee of Geovic Ltd., the Company shall pay the Executive according to the attached Schedule II payable monthly in arrears on the last working day of each month or more frequently in accordance with the Company’s pay practices. All payments of consideration and expenses shall be made by direct deposit to an account in the name of Executive at a financial institution selected by Executive and located in the United States. All currency herein is expressed in US dollars.
	2.2	The Company or Geovic Ltd. shall pay or reimburse to the Executive for:
		2.2.1	All costs reasonably and properly expended by her on behalf of the Company for performance of Services, if proper documentation of such expenses is received by the Company in accordance with the Company’s normal expense reimbursement procedures;
		2.2.2	During the Term of this Agreement, the Executive shall be entitled to participate in employee benefit plans or programs, if any, to the extent that Executive is eligible to participate in such plans or programs;
		2.2.3	During the Term of this Agreement, Executive shall be entitled to participate in the Company’s Employee Stock Option Plan and the Company’s Annual bonus program for Executives, subject to recommendations of the CEO, or the Compensation Committee and approval by the Company’s Board;

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		2.2.4	The Executive shall be entitled to up to $800 monthly for full family coverage under the Company’s medical insurance plan available to other Company executives or the Company will reimburse the Executive’s own medical insurance expense in an amount not to exceed $800/month;
		2.2.5	Expenses for Executive’s personal vehicle use shall be at a rate of the prevailing IRS mileage rate, but shall exclude the mileage associated with daily commuting;
		2.2.6	Executive shall have an allowance of up to $1,000 per year for expenses to maintain Executive’s professional licenses and memberships in technical societies, and to defray the cost of required professional continuing educational expenses;
		2.2.7	Executive shall be provided with general parking at the Denver head office in the Tabor Center parking facility.
		2.2.8	Such payments or reimbursements shall be made within 10 days of a request for reimbursement by the Executive together with provision by the Executive of such additional evidence and information as the Company or Geovic Ltd. shall reasonably require.
	2.3	The Executive shall be entitled to take four (4) calendar weeks of paid vacation annually during the Term of this Agreement, subject to the dates being previously agreed by the CFO. Executive shall not be entitled to additional compensation if she fails to use this vacation provided that up to two (2) weeks of annual vacation may be carried over to a succeeding year. The Executive shall also be entitled to take paid holidays in accordance with standard Company or Geovic Ltd. policy.
	2.4	Executive shall accrue one (1) day of sick leave time per pay period, up to a maximum of 20 days, to be used only in connection with illness or medical conditions which interfere with providing Services. Upon termination of employment, unused sick leave shall not be paid to Executive.
3.	Termination.
	3.1	Either Party may terminate this Agreement and Executive’s employment with the Company by providing written notice to the other Party at least forty-five (45) days prior to the termination date.

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3.2	The Company may by notice in writing immediately terminate this Agreement and Executive’s employment with Geovic Ltd. without obligation to the Executive by providing written notice to the Executive at any time upon the occurrence of any one or more of the following events:
	3.2.1	Executive’s breach of any material obligation owed the Company or Geovic Ltd. in this Agreement;
	3.2.2	Executive’s gross neglect of duties to be performed under this Agreement;
	3.2.3	Executive’s intentional failure or refusal to follow the reasonable and lawful directions given by the CEO, the CFO or the Board;
	3.2.4	Executive’s dishonest conduct or conduct that has damaged or will likely damage the reputation of the Company, or conduct which is clearly contrary to the Company’s Code of Business Conduct and Ethics;
	3.2.5	Executive being convicted of a felony;
	3.2.6	Executive engaging in any act of moral turpitude that has damaged or will likely damage the reputation of the Company;
	3.2.7	The death of Executive; or
	3.2.8	Executive becoming permanently disabled for a period of six (6) consecutive months that would prevent Executive from performing the duties of her employment.
3.3	Anything contained in Section 3.2 to the contrary notwithstanding, the Company shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.2(1), (2) or (3) unless the Company shall have first given the Executive twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Executive shall have failed to cure such grounds for termination within the twenty-one (21) day period.
3.4	Executive may terminate this Agreement and Executive’s employment by the Company by providing written notice to the Company at any time upon the occurrence of any one or more of the following events:
	3.4.1	The Company’s or Geovic Ltd.’s breach of any material obligation owed the Executive in this Agreement;

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	3.4.2	The Company or Geovic Ltd. requiring Executive to perform illegal activities;
	3.4.3	Bankruptcy of the Company;
	3.4.4	Inability of Executive to substantially perform her essential duties under this Agreement because of a disability.
	3.4.5	In the event of merger, consolidation, divestiture, takeover, significant sale, change in control or any similar business circumstance with Company or its subsidiaries which result within 12 months of the change in control in either (i) a termination or threatened termination of Executive’s employment or a reduction in compensation to be paid to Executive, or (ii) a significant change in the duties of Executive reasonably deemed unacceptable by Executive.
		The term “change in control” shall mean either: (1) any one Person (or group of affiliated persons) holds a sufficient number of Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, or (2) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of the Voting Shares of the Company or Resulting Issuer to affect materially the control of the Company or Resulting Issuer, where such Person or combination of Persons did not previously hold a sufficient number of Voting Shares to affect materially the control of the Company or Resulting Issuer. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the Voting Shares of the Company is deemed to materially affect the control of the Company or Resulting Issuer. Capitalized terms in this change in control paragraph have the same meaning as used in the TSX Corporate Finance Manual. “Change in control” shall include any event described in (1) or (2) of this paragraph, whether or not such event occurs in conjunction with bankruptcy proceedings involving either the Company or Geovic Ltd.
3.5	Anything contained in Section 3.4 to the contrary notwithstanding, the Executive shall not terminate this Agreement and Executive’s employment with the Company pursuant to Section 3.4(1) or (2) unless the Executive shall have first given the Company twenty-one (21) days’ prior written notice of such termination, which sets forth the grounds of such termination, and the Company shall have failed to cure such grounds for termination within the twenty-one (21) day period.

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4.	Severance.
	4.1	Within ninety (90) days of this Agreement and Executive’s employment being terminated by the Company or Geovic Ltd. pursuant to Section 3.1 or 3.2.7 (death of Executive) or 3.4.4 (disability) or by the Executive pursuant to Section 3.4.1, 3.4.2, or 3.4.5, the Company or Geovic Ltd. shall pay Executive a lump sum severance equal to the remaining regular compensation she would have received through the end of the current Term of this Agreement, or if more, six month’s salary at the minimum base salary then in effect pursuant to Schedule II, Section 1, plus any earned bonus approved by the Board of Directors accrued to the time of such voluntary or involuntary termination. In addition, the Executive shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Company’s capital stock that she then holds and/or any restrictions with respect to restricted shares of the Company’s capital stock that she then holds shall immediately lapse, subject to any applicable rules or restrictions imposed by any stock exchange or securities regulatory authority, and subject to applicable terms of the Company’s then effective Stock Option Plan. In addition, Executive or Executive’s estate shall be eligible to participate in any death and/or disability insurance program the Company shall establish on behalf of its senior executives.
		Section 4.1 and other Sections of this Agreement shall comply with all laws, rules and regulations of securities commissions and stock exchanges to which the Company may be subject, or with which it must comply. Otherwise the Executive and the Company agree to reasonably modify this Agreement in a manner that meets such requirements.
5.	Confidentiality.
	5.1	In this Agreement, all information and data (“Information”) includes oral or written, computer file or other permanent form relating to the Company, Geovic Ltd., Geovic Cameroon Plc and any other subsidiaries and affiliates of the Company (together the “Group”) and their businesses and assets or any part thereof disclosed or provided to the Executive and all documents, computer files or other records prepared by the Executive which contain or are based on any such information or data, together with all confidential information and data concerning the business of the Group, and information to the Group that is furnished by a third party and deemed confidential and that was furnished by the third party after assurance of confidential treatment.

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	5.2	The Executive shall keep all Information strictly confidential and shall not disclose the Information, in whole or in part, to any person other than directors or employees of the Group and outside personnel that need to know such Information for their performance of services on behalf of the Company.
	5.3	The Executive shall not use the Information for any purpose whatsoever other than for the purpose of providing the Services herein, and as may be required or beneficial in the performance of the Services herein.
	5.4	The provisions of Clauses 5.2 and 5.3 shall not apply to Information:
		5.4.1	which at the time of disclosure is available to the public generally;
		5.4.2	which after disclosure becomes available to the public generally, other than by reason of a breach by the Executive of her obligations under this Agreement; or
		5.4.3	subject to any disclosure if such disclosure is the requirement of a court of competent jurisdiction.
	5.5	The obligations in Clauses 5.2 and 5.3 shall remain in effect for three (3) years after termination of this Agreement, and for such longer term as may reasonably be required to maintain the confidentiality of Information material to the Group’s business.
6.	Company property.
	6.1	The products and results of the Services shall be the exclusive property of the Company.
	6.2	On the expiration or termination of the Term of this Agreement (for whatever reason and howsoever caused) the Executive shall promptly deliver to the Company all copies of all Information in the possession or under the control of Executive and all other property belonging to the Company which may be in possession or under her control.
7.	Taxes.
	Federal and state taxes will be withheld by the company from Executive’s monthly salary and, if required by law, from other payments made to Executive, and Executive shall be eligible for workers compensation and unemployment insurance benefits to the extent provided by law. For all purposes under this Agreement, Executive is a resident of the State of Colorado.

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8.	Evacuation.
	The Company and Geovic Ltd. shall make all available efforts to ensure the release, evacuation and/or medical care of the Executive and/or members of her family if the Executive and/or members of her family are kidnapped, held hostage, require emergency medical evacuation or are caught up in any kind of civil unrest or violence during Executive’s performance of Services to the Company or Geovic Ltd.
9.	Notices.
	9.1	Any notice to be given under this Agreement must be in writing and must be delivered to the addressee in person or left at the address of the addressee or sent by facsimile to the facsimile number of the addressee which in each case is specified in this clause, and marked for the attention of the person so specified, or to such other address or facsimile number and/or marked for the attention of such other person as the relevant Party may from time to time specify by notice given in accordance with this clause.
		The details of each party at the date of this Agreement are:

To the Company:	Geovic Mining Corp. 1200 17th St., Suite 980 Denver, CO 80202 USA Facsimile: 303 476 6456 Attention: The Secretary
To the Executive:	Diane Hartnett _____________ _____________

9.2	A notice shall take effect from the time it is deemed to be received as follows:
	9.2.1	in case of a notice delivered to the addressee in person, upon delivery;
	9.2.2	in the case of a notice left at the address of the addressee, upon delivery at that address;
	9.2.3	in the case of facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates the facsimile number of the recipient.

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10.	Governing law and venue.
	This Agreement shall be governed by and interpreted in accordance with the laws of Colorado, United States, and venue for any action relating to or arising out of this Agreement shall only be proper in the City and County of Denver, Colorado, USA.
11.	No waiver.
	The failure of any Party to insist upon the strict performance of any of the terms, conditions or provisions of this Agreement shall not be construed as a waiver of relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect.
12.	Rights, obligations and assignment.
	The rights and obligations of the Company and Geovic Ltd. under this Agreement shall inure to the benefit of, and shall be binding upon, their respective successors and assigns.
13.	Severability
	If any of the provisions of this Agreement shall for any reason be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Agreement, but shall be confined to such invalid or unenforceable provision.
14.	Captions.
	The captions inserted in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of this Agreement, or any provision hereof, nor in any way affect the interpretation of this Agreement.
15.	Entire Agreement
	This Agreement and the schedules hereto embody the entire understanding between the Parties hereto pertaining to the subject matter hereto and supersede all prior agreements and understandings of the Parties in connection therewith.

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IN WITNESS whereof the Parties hereto have executed the Agreement this 22nd day of June 2009, effective as of 22 June 2009.

Signed /s/ John E. Sherborne                               
John E. Sherborne, for and on behalf of
GEOVIC MINING CORP.

Signed /s/ John E. Sherborne                             
John E. Sherborne, for and on behalf of
GEOVIC LTD.

Signed /s/ Diane Hartnett                                    
Diane Hartnett, Executive

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SCHEDULE I
THE SERVICES

Services to be provided by the Executive include:

1.	In accordance with the directives of the CFO, CEO, Chief Operating Officer (“COO”), CAO or the Board, Executive shall have such duties, responsibilities and authority as are customarily required of and given to the Corporate Controller to develop and guide the accounting and operational objectives of the Company and Geovic Ltd., and the Company’s other subsidiaries and affiliates, and overseeing and assuring that the performance of all such activities are conducted under applicable corporate governance standards and all laws of applicable jurisdictions.
2.	Actively participate in the timely preparation, review and audit by independent auditors of documents and reports required to be filed by the Company with any governmental entity, securities exchange or securities regulatory authority, including the U.S. Securities and Exchange Commission.
3.	Actively participate in the timely preparation, review and audit, if applicable, of tax returns and reports required to be filed by the Company with any governmental entity.
4.	Oversee the evaluation, selection and implementation of accounting software systems to account for the current and anticipated financial and operational reporting of transactions and activities of the Company and its subsidiaries.
5.	Oversee the development or evaluation, selection and implementation of budgeting systems to provide budget and variance analysis of transactions and activities of the Company and its subsidiaries.
6.	Select, oversee and work with consultants retained by the Company to assist the Company to comply with various laws and legal or other requirements.
7.	Oversee the development and implementation of internal controls of financial reporting and disclosure systems and procedures of the Company and its subsidiaries, to include satisfying all applicable requirements of the Sarbanes Oxley Act of 2002, and similar requirements in other jurisdictions in which the Company or its subsidiaries may have operations.
8.	Oversee the recruitment, training, development and retention of additional accounting employees or contract accounting resources of the Company and its subsidiaries.
9.	Assist with the development and implementation of additional employee benefit programs of the Company and its subsidiaries.
10.	Oversee special accounting projects of the Company and its subsidiaries.

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11.	Participate in and make presentations at Board meetings or Board Committee meetings and provide any other executive, management, administrative, financial and business services which are believed by the CFO, CAO, CEO, COO or the Board to be in the best interest of the Company, its subsidiaries, business interests and shareholders.
12.	Review projections and feasibility studies prepared by the Company or affiliates, as requested by other members of management.

SCHEDULE II
COMPENSATION

1.	In accordance with section 2.1 of this Agreement, the Executive shall be paid a salary of $140,000 per year effective 22 June 2009. The Executive's performance and compensation package shall be reviewed annually by the CEO and the Compensation Committee of the Board.
2.	Executive shall receive, upon approval by the Compensation Committee of the Board and the Board itself, an initial grant of options to purchase up to 60,000 Option Shares in accordance with the Company’s Amended and Restated Stock Option Plan, 40% percent of which will be vested upon grant and 30% to vest on the first and second anniversaries of the effective date of this Agreement. Executive shall receive subsequent annual grants of Option Shares in accordance with option compensation arrangements established by the Compensation Committee and the Board of the Company during the Term of this Agreement to be completed in compliance with regulations of the appropriate regulatory authorities. The options shall have such terms as are determined by the Board in accordance with the Second Amended and Restated Stock Option Plan. In the event that options held by Executive become vested in full for any of the reasons described in Section 4.1, all options then held by Executive shall be deemed automatically at that time to be non-qualified options and not Incentive Stock Options under the Amended and Restated Stock Option Plan and may be exercised at any time during the original term of the option.
3.	Executive shall be eligible to receive an annual cash incentive bonus up to 30% of annual compensation pursuant to an appraisal of Executive’s performance as outstanding by the CEO and the Compensation Committee. If the Board puts into place a restricted stock or deferred share plan, the Executive shall have the option to receive any such bonus awarded as deferred compensation.
4.	Executive shall be entitled to participate as an employee under the Company’s 401(k) Plan being adopted effective July 1, 2009.

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EX-10.22

Exhibit 10.22

Geovic Mining Corp.

Code of Business Conduct and Ethics

as amended through 2009 *

Geovic Mining Corp. is committed to Integrity, Trust, Respect, and Excellence in all relationships with customers, employees, suppliers, shareholders and the community.

     We comply with all applicable laws and regulations governing our business conduct worldwide.

     We act with integrity in all business transactions and relationships and we avoid all conflicts of interest between work and personal activities.

     We are committed to the protection of Geovic Mining Corp.’s financial, physical, and intellectual property assets and ensure that all financial information is complete, accurate, and reflects actual transactions.

     We create a culture within Geovic Mining Corp. that fosters a safe work place, equal opportunity, diversity, communication, and innovation where everyone is treated with respect, fairness, and dignity.

     We are committed to sustainable development, social responsibility, and excellence in environmental management.

Table of Contents

I.	INTRODUCTION	3
A.	GENERAL POLICY REGARDING LAWS AND BUSINESS CONDUCT	3
B.	COMPLIANCE WITH THE CODE	3
II.	EMPLOYMENT PRACTICES	4
A.	EQUAL EMPLOYMENT OPPORTUNITY	4
B.	HARASSMENT	4
C.	IMPROPER USE OR THEFT OF COMPANY PROPERTY	5
III.	ETHICAL MANAGEMENT PRACTICES	5
A.	ACCOUNTING CONTROLS, PROCEDURES, AND RECORDS	5
B.	RETENTION AND DISPOSAL OF DOCUMENTS AND RECORDS	6
C.	CONFIDENTIAL OR PROPRIETARY INFORMATION	6
IV.	CONFLICTS OF INTEREST	6
A.	BUSINESS COURTESIES	6
B.	GIFTS	7
C.	BUSINESS ENTERTAINMENT	7
D.	OUTSIDE INTERESTS	7
V.	FOREIGN CORRUPT PRACTICES ACT	8
VI.	POLITICAL INVOLVEMENT	9
A.	POLITICAL ACTIVITIES	9
VII.	SAFETY AND THE ENVIRONMENT	9
A.	SAFETY AND THE ENVIRONMENT	9
B.	GEOAID	9
VIII.	SECURITIES TRADING	10
A.	INSIDER TRADING	10
IX.	FRAUD AND SIMILAR IRREGULARITIES	10

Geovic Mining Corp.

Code of Business Conduct and Ethics

I.	Introduction
A.	General Policy Regarding Laws and Business Conduct

The Code of Business Conduct and Ethics (the “Code”) of Geovic Mining Corp. and its wholly-owned subsidiaries, Geovic, Ltd. and Geovic Energy Corp. (together the "Company") consists of the policies relating to the ethical and legal standards of conduct to be followed by Directors, officers, employees and agents of the Company (collectively, the “Employees”) in the conduct of its business. The Code applies to all Employees and all Company activities throughout the world, except where specifically indicated.

It is the policy of the Company to comply with applicable law. Some Company policies are based on the requirements of applicable law while others are based on good ethics and business sense. The Company is organized under United States and/or Cayman Islands law and, at the date of adoption of this document, its securities are publicly traded on the TSX Venture Exchange.

The Company does business in various countries around the world. As a good business citizen, we must observe the applicable laws of the countries in which the Company operates. If there is a conflict between the United States law and the law of one of the other countries in which the Company operates, the Company will seek legal counsel to resolve the conflict.

B.     Compliance with the Code

Compliance with the Code is based first and foremost on the cooperation and vigilance of all persons subject to the Code. Each Employee will be provided with a copy of the Code and will be required to execute a certificate, in the form attached to this Code, confirming that they have read, understood and agree to comply with the Code. Primary responsibility for monitoring compliance with the Code rests with the Chief Financial Officer and the General Counsel.

Any compliance problems must be identified, reported and corrected as quickly as possible. Accordingly, good faith notification of real or possible violations of the Code must be made without fear of subsequent reproach or reprisals. Problems of application must also be clearly addressed and discussed. In addition, reproaching or punishing the whistleblower who reported a violation, covering up a known violation, circumventing an internal control measure, impeding verification, or falsely reporting a violation will each be treated as a serious breach of the Code.

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It is the personal responsibility of each Employee to observe the standards of conduct and other requirements of the Code, whether or not these standards and requirements are also imposed by law. Any Employee who does not comply with these standards and requirements is acting outside the scope of his or her employment responsibilities or agency and may face disciplinary action up to and including termination. A violation may also violate securities laws and the Company may refer the matter to the appropriate regulatory authority, which could lead to penalties, fines or imprisonment.

It is the responsibility of each Employee to familiarize himself or herself with the details of the policies of the Company that apply to his or her assigned duties.

II.	Employment Practices
A.	Equal Employment Opportunity

Company policy prohibits all unlawful discrimination against any Employee or applicant for employment. The Company is committed to providing equal opportunity to all qualified individuals in its hiring and promotion policies. The Company will endeavor to create a workforce that is a reflection of the diverse population of the communities in which it operates.

With respect to operations governed by the United States law, this policy relates to all phases of employment, including recruitment, hiring, placement, promotion, compensation, benefits, training, educational programs and the use of Company facilities. It is intended to provide Employees with a working environment free of discrimination, harassment, intimidation or coercion relating directly or indirectly to race, color, religion, sex, age, disability or national origin.

All Employees shall actively support this policy.

B.       Harassment

The Company believes that all Employees should be treated with dignity and respect. It is the policy of the Company to provide a work environment which is free from harassment. As used in this policy, harassment includes sexual, racial, ethnic, and other forms of harassment, including harassment based on disability. It is not considered harassment for supervisors and other members of management to enforce job performance and standards of conduct in a fair and consistent manner.

Any Employee who believes she or he is being harassed should consider telling the offending party that she or he objects to that conduct. This often solves the problem. However, if an Employee is not comfortable confronting the offending party (or if the offending party's unwelcome conduct continues), the Employee should advise his or her immediate supervisor of the offending conduct. If the Employee is more comfortable discussing the issue with someone other than his or her immediate supervisor, or if the immediate supervisor has not taken what the Employee regards as appropriate action to solve the problem, the Employee should contact one of the following: the Chief Financial Officer, the General Counsel or a Director of the Company who is a member of the Audit Committee of the Board of Directors.

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Reports of harassment will be investigated promptly and discreetly.

Any Employee, who reports any act of harassment in good faith, including sexual harassment, will not be retaliated against because of such report.

C.         Improper Use or Theft of Company Property

Every Employee must safeguard Company property from loss or theft, and may not take such property for personal use. Company property includes confidential information, software, computers, office equipment, fixed assets, vehicles, cash, securities, and supplies. You must appropriately secure all Company property within your control to prevent its loss, damage or unauthorized use.

III.	Ethical Management Practices
A.	Accounting Controls, Procedures, and Records

Applicable laws and Company policy require the Company to keep books and records that accurately and fairly reflect its transactions and the dispositions of its assets. In addition, the Company must maintain a system of internal accounting controls that will ensure the reliability and adequacy of its books and records. Failure to meet such requirement may constitute a violation of law.

To satisfy these requirements the Company has adopted policies to ensure that only proper transactions are entered into by the Company, that such transactions have proper management approval, that such transactions are properly accounted for in the books and records of the Company and that the reports and financial statements of the Company are timely prepared, transparent, understandable, and fully, fairly and accurately reflect such transactions.

Every Employee will maintain accurate and complete records of transactions, invoices, time reports, expense accounts and other Company records. No entries will be made that intentionally conceal or disguise the true nature of any transaction. No transactions will be omitted that should be included in the financial statements in order to make them complete and accurate. No undisclosed, unrecorded or "off-book" funds, bank accounts, or assets will be established for any purpose. Employees will not create or permit the creation of false or misleading statements in financial reports or other documents submitted to or maintained for government agencies, customers or shareholders.

All Employees having any responsibility for such functions must be familiar with the Company's policies, accounting controls, procedures and records and must comply with their requirements.

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B.        Retention and Disposal of Documents and Records

The Company maintains rigorous business processes and a system of internal controls to protect its physical, financial, and intellectual property assets and to ensure that management decisions are based on sound financial and economic analysis, including consideration of risks.

All records will be retained and destroyed strictly in accordance with the Company's Record Retention Policy and applicable statutory and legal requirements. We must not tamper with or alter records or documents, nor remove or destroy them prior to the specified date in the policy or later, if the destruction policy is suspended due to threatened or pending litigation or investigation.

C.        Confidential or Proprietary Information

Employees often learn confidential or proprietary information about the Company or its customers. Company policy prohibits Employees from disclosing or using confidential or proprietary information outside the Company or for personal gain, either during or after employment, without proper written Company authorization to do so. An unauthorized disclosure could be harmful to the Company or a customer or helpful to a competitor.

The Company also works with proprietary data of customers and suppliers. This is an important trust and must be discharged with the greatest care for the Company to merit the continued confidence of its customers and suppliers. No Employee shall disclose or use confidential or proprietary information outside the Company without Company authorization, nor shall any Employee disclose such information to other Employees except on a need-to-know basis, but in any event, in full compliance with the terms of any confidentiality agreement in effect.

IV. Conflicts of Interest

A.        Business Courtesies

Gifts and entertainment are courtesies designed to strengthen and foster business relationships. We must avoid the appearance of impropriety when giving gifts to or entertaining individuals who do business or are seeking to do business with the Company. We do not use gifts, entertainment, or other incentives to improperly influence relationships or business outcomes. Requesting or soliciting personal gifts, favors, entertainment, or services is always unacceptable. Any expenditure made for gifts; entertainment or anything of value, must be reported promptly and recorded accurately on the Company's books.

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B.       Gifts

It is the Company's policy to discourage the receipt or giving of gifts, directly or indirectly, by Employees to individuals who do business or are seeking to do business with the Company. However, where not otherwise prohibited by law or the Company policy, Company Employees may give or receive gifts of a promotional nature having a value of U.S. $75 or less. The giving or receiving of gifts of a value in excess of U.S. $75 requires the approval of the Employee's manager. In those rare situations where refusal to accept a gift would be discourteous or otherwise harmful to the Company, the gift may be accepted but then it must be turned over to the Company.

C.        Business Entertainment

Appropriate business entertainment (e.g., reception, meal, sporting, or theatrical event) of business partners, current or prospective, is generally acceptable provided it is clearly intended to facilitate business goals. The expenses involved must be moderate, reasonable and in good taste and not otherwise prohibited by law or Company policy. During these events, topics of a business nature must be discussed and Company personnel must be present. Business entertainment should not be in excess of the generally accepted, legal business practices of the country and industry involved.

D.        Outside Interests

Directors who (i) are parties to (ii) are directors or officers of a party to or (iii) have a material interest in any person who is a party to a material contract or proposed material contract with the Company must disclose the conflict in writing to the Company or request to have the nature and extent of such interest entered into the minutes of the meeting. The Director shall, if requested by any board member, not be present at a meeting of the board while the board is considering any such material contract and shall not vote on such material contract, unless permitted by law.

Each of us commits to dedicate our time and use our best efforts to the success of the Company. We must avoid actions or relationships which conflict or appear to conflict with our job responsibilities or the interest of the Company. Any outside activities or relationships that may involve a conflict of interest or even the appearance of a conflict of interest must first be approved by your manager and then disclosed to the General Counsel. The following are examples of conflicts of interest:

• Engaging in employment, personal, business, professional or any other activity that interferes or conflicts with our job responsibilities at the Company.

• Holding a substantial financial interest, directly or indirectly, in a current or prospective customer, supplier or competitor of the Company, or serving as an employee, consultant, officer or director of that business.

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• Directing Company business to a supplier owned or managed by a relative or close associate.

• Using confidential Company information, business opportunities, or improperly using Company assets for a personal benefit or the benefit of relatives or close associates.

V.  Foreign Corrupt Practices Act

The Company, its employees and representatives (including the employees and representatives of Geovic Cameroon Plc.) are subject to the strict requirements of to the Foreign Corrupt Practices Act of 1977 (FCPA). Penalties for violation of the FCPA are severe: The Company could be fined up to $2,000,000 for each violation of FCPA and Officers and Directors can be fined and imprisoned for up to five years. The FCPA does not contain any “materiality” standard; all violations, regardless of the sum of money involved, are considered equally serious.

Compliance with the FCPA is consistent with the standards of conduct prescribed elsewhere in this Code; however the FCPA specifically provides that the Company and employees, as well as representatives and agents worldwide should not seek to influence business by illegal payments, bribes, kickbacks, or other questionable inducements, and may not make, or offer to make, payments of money or anything of value, directly or indirectly, to foreign government officials, foreign political parties, or candidates for foreign political office for the purpose of obtaining or retaining business or business advantage. The Company must also (1) make and keep books records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company (including assets of Geovic Cameroon Plc.), and (2) devise and maintain a system of internal accounting controls. The FCPA prohibits the falsification of books and records. Under the FCPA, the Company is also responsible for the accounting requirements that are applicable to the Company; accordingly the Company and its Employees must be prepared to respond to requests and instructions of Geovic Mining for these areas.

Employees should note that giving money or anything of value to a third person when there is knowledge or expectation that some or all of it will be offered to a foreign official to obtain or retain business advantage is also a violation of the FCPA. As a general rule, payments to foreign officials that would otherwise be prohibited by the FCPA are permitted only if (i) they are legal in the foreign country; and (ii) they are made as a reasonable and bona fide expenditure directly related to either promotional activity or performance of a contract with a foreign government. Where countries require payments to foreign officials to expedite or secure performance of routine governmental actions, they are permitted under the FCPA only for certain governmental actions: (i) providing licenses, permits and other official documents to qualify to do business in the foreign country; (ii) processing papers, such as visa and work orders; (iii) providing police protection, mail services, and inspections of goods; (iv) providing phone, water, power supplies, unloading cargo, protecting perishable goods from deterioration, or (v) action of a similar nature.

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To ensure compliance with the illegal payments provisions of FCPA, the Company and its Employees must exercise caution in dealing with sales agents, distributors or partners, as such persons may be used to making routine illicit payments. We must maintain vigilance and take precautions to avoid FCPA problems by asking appropriate questions, and taking particular care that such third parties do not bring the Company or subsidiaries into inadvertent violations of the FCPA.

VI.    Political Involvement

A.        Political Activities

Political contributions or payments to governmental officials are highly regulated and restricted by law. There are several basic aspects of our policy with respect to such matters.

• Company Political Activities. You must not make any direct or indirect payment or contribution on behalf of the Company for the support of political parties or political candidates for any office (federal, state, or local) in the United States or any foreign country, unless authorized in advance in writing by the senior management or the Board of Directors.

• Your own activities. In any personal activity, you should make it clear that you are not acting on behalf of the Company.

• Other Employees. You must not exert any pressure, direct or implied, that restricts any Employee from deciding whether, to whom and in what amount, he or she will make a political contribution or render services to individual candidates, parties or political committees where permitted by applicable laws.

VII.  Safety and the Environment

A.        Safety and the Environment

Protection of health, safety, and the prevention of adverse effects to the environment are primary goals of the Company. The Company will strive to conduct its mining operations in a manner that minimizes or mitigates undue environmental impact, are safe in operation, and prudent and efficient in utilization of energy and natural resources.

All Employees must conduct their duties and responsibilities in compliance with applicable law and industry standards relating to health and safety in the workplace and to the prevention of pollution to the environment.

B.       GeoAid

The Company understands the fragile balance of social, environmental, economic, and moral characteristics comprising its activities in the areas where it works. This led to the development and support of our GeoAid program in Cameroon to ensure that sustainable and high quality environmental standards are met as part of our ongoing day-to-day operations. The Company supports GeoAid as an independent, but an integral and essential component of the Company’s commercial mining venture in Cameroon.

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VIII.  Securities Trading

A.         Insider Trading

Under applicable securities laws it is prohibited for a person to trade securities of a public company while the person has knowledge of undisclosed material information about the company. Both civil and criminal liability may be imposed on Employees who purchase or sell securities of the Company with knowledge of undisclosed material information or who inform, other than in the necessary course of business, another person or company of undisclosed material information (often referred to as “tipping”). In some circumstances, Employees may also be found to be in violation of securities laws if they purchase or sell securities of another entity with knowledge of a material fact or material change concerning a transaction involving the Company and that other entity, or disclose such information to another person other than in the necessary course of business. Employees are required to comply with securities laws in connection with any purchase or sale of common shares or other securities of the Company.

Employees who have questions about insider trading should contact the Chief Executive Officer, the Chief Financial Officer or the Company’s General Counsel.

IX.     Fraud and Similar Irregularities

Company policy prohibits fraud and establishes procedures to be followed concerning the recognition, reporting and investigation of suspected fraud. Fraud includes, but is not limited to:

• Dishonest or fraudulent acts;

• Embezzlement;

• Forgery or alteration of negotiable instruments such as Company checks and drafts;

• Misappropriation of Company, employee, customer, partner or supplier assets;

• Conversion to personal use of cash, securities, supplies or any other Company asset;

• Unauthorized handling or reporting of Company transactions; and

• Falsification of Company records or financial statements for personal or other reasons.

Employees are obligated to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste of Company assets by Employees is prohibited since such actions and conduct have a direct and negative impact on the Company's profitability. Company assets shall only be used for the legitimate business purposes of the Company.

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Any Employee who suspects that any fraudulent activity may have occurred is required to report such concern to the Company’s CEO, Chairman of the Board, or Chief Financial Officer or to comply with the Company’s Whistleblower Policy, posted on the Company's website at www.geovic.net/charters.php.

     * The Company's Code of Business Conduct and Ethics was amended by the Board of Directors effective December 19, 2009 to make certain minor administrative changes and to expand the discussion of certain matters relating to compliance with applicable laws.

*************************************************************************

GEOVIC MINING CORP.

CODE OF BUSINESS CONDUCT AND ETHICS

Certification
The undersigned hereby certifies that he/she has read and understands the Company’s Code of Business Conduct and Ethics, a copy of which is attached hereto, and agrees to comply with the procedures and restrictions set forth therein.
Date: ___________________________________________	Signature: ______________________________________________________
	Name: _______________________________________________________           (please print)

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EX-10.27

Exhibit 10.27

FIRST AMENDMENT

     THIS FIRST AMENDMENT (the "Amendment") is made and entered into as of January 8,2009, by and between CCP/MS SSIII Denver Tabor Center 1 Property Owner LLC, a Delaware limited liability company ("Landlord"), and Geovic Mining Corp., a Delaware corporation ("Tenant").

RECITALS

A.	Landlord and Tenant are parties to that certain lease dated August 21, 2008 ("Lease"). Pursuant to the Lease, Landlord has leased to Tenant space currently containing approximately 4,542 rentable square feet (the "Original Premises") described as Suite No. 980 on the 9th floor of the building commonly known as Tabor Center 1 located at 1200 17th Street, Denver, CO 80202 (the "Building").
B.	Tenant has requested that additional space containing approximately 2,050 rentable square feet described as Suite No. 975 on the 9th floor of the Building shown on Exhibit A hereto (the "Expansion Space") be added to the Original Premises and that the Lease be appropriately amended and Landlord is willing to do the same on the following terms and conditions.

     NOW, THEREFORE, in consideration of the .mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1.	Expansion and Effective Date.
	1.01	Effective as of the Expansion Effective Date (defined below), the Premises, as defined in the Lease, is increased from 4,542 rentable square feet on the 9th floor to 6,592 rentable square feet on the 9th floor by the addition of the Expansion Space, and from and after the Expansion Effective Date, the Original Premises and the Expansion Space, collectively, shall be deemed the Premises, as defined in the Lease. The Term for the Expansion Space shall commence on the Expansion Effective Date and end on the Termination Date. The Expansion Space is subject to all the terms and conditions of the Lease except as expressly modified herein and except that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions granted with respect to the Original Premises unless such concessions' are expressly provided for herein with respect to the Expansion Space, except that the Remaining Allowance for the Original Premises shall be available as provided in Section 8.02 below.
	1.02	The Expansion Effective Date shall be the later to occur of (I) April 1, 2010 ("Target Expansion Effective Date"), and (ii) the date upon which the Landlord Work (as defined in the Work Letter attached as Exhibit B hereto) in the Expansion Space has been Substantially Completed (as defined below); provided, however, that if Landlord shall be delayed in Substantially Completing the Landlord Work in the Expansion Space as a result of the occurrence of a Tenant Delay (defined below), then, for purposes of determining the Expansion Effective Date, the date of Substantial Completion shall be deemed to be the day that said Landlord Work would have been Substantially Completed absent any such Tenant Delay(s). The Landlord Work shall be deemed to be " Substantially Complete" or "Substantially Completed" on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant's use of the Premises as reasonably agreed to by Tenant. If the parties cannot agree on whether Substantial Completion has been achieved, Landlord's architect shall make the final determination. A"Tenant Delay" means any act or omission of Tenant or its agents, employees, vendors or contractors that actually delays substantial completion of the Landlord Work, including, without limitation, the following:

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(i)	Tenant's failure to furnish information or approvals within any time period specified in the Lease or this Amendment, including the failure to prepare or approve preliminary or final plans by any applicable due date (in which event the Tenant Delay shall be deemed to be the shorter of (i) the actual time by which the Tenant's failure exceeds the specified time period or (ii) the delay in completion of the Landlord Work resulting from the Tenant Delay);
(ii)	Tenant's selection of equipment or materials that have long lead times after first being informed by Landlord that the selection may result in a delay (in which event the Tenant Delay shall be deemed to be the shorter of (i) the actual time by which the Tenant's failure exceeds the specified time period or (ii) the delay in completion of the Landlord Work resulting from the Tenant Delay); and Landlord shall place orders for any long lead time items within ten (10) days of accepting the final bid for Landlord Work,
(iii)	Changes requested or made by Tenant to previously approved plans and specifications;
(iv)	The performance of work in the Expansion Space by Tenant or Tenant's contractor(s) during the performance of the Landlord Work; or
(v)	If the performance of any portion of the Landlord Work depends on the prior or simultaneous performance of work by Tenant, a delay by Tenant or Tenant's contractor(s) in the completion of such work,

1.03

The adjustment of the Expansion Effective Date under Section 1.02 above and, accordingly, the postponement of Tenant's obligation to pay Rent on the Expansion Space shall be Tenant's sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord by reason of the Landlord Work not being Substantially Complete on the Target Expansion Effective Date.

1.04

In addition to the postponement, if any, of the Expansion Effective Date as a result of the applicability of Paragraph 1.02, of this Amendment, the Expansion Effective Date shall be delayed to the extent that Landlord fails to deliver possession of the Expansion Space for any other reason (other than Tenant Delays by Tenant), including but not limited to, holding over by prior occupants, Any such delay in the Expansion Effective Date shall not subject Landlord to any liability for any loss or damage resulting therefrom, If the Expansion Effective Date is delayed, the Termination Date under the Lease shall not be similarly extended.

2.      Base Rent. In addition to Tenant's obligation to pay Base Rent for the Original Premises, Tenant shall pay Landlord Base Rent for the Expansion Space as follows:

Months of Term or Period	Annual Rate	Monthly
	Per Square Foot	Base Rent
Expansion Effective Date -Last
day of 8th full calendar month
thereafter	$25.50	$4,356.25
9-20	$26.00	$4,441.67
21-32	$26.50	$4,527.08
33-Termination Date	$27.00	$4,612.50

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	All such Base Rent shall be payable by Tenant in accordance with the terms of the Lease. Landlord and Tenant acknowledge that the foregoing schedule is based on the assumption that the Expansion Effective Date is the Target Expansion Effective Date. If the Expansion Effective Date is other than the Target Expansion Effective Date, the schedule set forth above with respect to the payment of any installment(s) of Base Rent for the Expansion Space shall be appropriately adjusted on a per diem basis to reflect the actual Expansion Effective Date, and the actual Expansion Effective Date shall be set forth in a confirmation letter to be prepared by Landlord. The effective date of any increases or decreases in the Base Rent rate shall be postponed in accordance with any adjustment of the Expansion Effective Date as provided above.
3.	Additional Security Deposit. No additional security deposit shall be required in connection with this Amendment.
4.	Tenant's Pro Rata Share. For the period commencing with the Expansion Effective Date and ending on the Termination Date, Tenant's Pro Rata Share for the Expansion Space is .3585%. For the avoidance of doubt, for all periods prior to the Expansion Effective Date, the Tenant's Pro Rata Share of Expenses and Taxes for the Original Premises shall remain as described in the Lease.
5.	Expenses and Taxes. For the period commencing with the Expansion Effective Date and ending on the Termination Date, Tenant shall pay for Tenants Pro Rata Share of Expenses and Taxes applicable to the Expansion Space in accordance with the terms of the Lease.
6.	Improvements to Expansion Space.
	6.01	Condition of Expansion Space. Tenant has inspected the Expansion Space and agrees to accept the same "as is" without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, except as is expressly provided otherwise in this Amendment, including any and all Landlord Work as set forth in Section 6.02 below and Exhibit B.
	6.02	Responsibility for Improvements to Expansion Space. Landlord shall perform Improvements to the Expansion Space in accordance with the Work Letter attached hereto as Exhibit B.
7.	Early Access to Expansion Space. During any period that Tenant shall be permitted to enter the Expansion Space prior to the Expansion Effective Date (e.g., to perform alterations or improvements, if any),Tenant shall comply with all terms and provisions of the Lease, except those provisions requiring payment of Base Rent or Additional Rent as to the Expansion Space.
8.	Other Pertinent Provisions. Landlord and Tenant agree that, effective as of the date of this Amendment (unless different effective date(s) is/are specifically referenced in this Section), the Lease shall be amended in the following additional respects:
	8.01	Parking. Commencing on the Expansion Effective Date, in addition to the parking rights set forth in Section 1a of Exhibit F of the Lease, Tenant agrees to lease from Landlord and Landlord agrees to lease to Tenant up to an additional four (4) unreserved Spaces in the Garage for the use of Tenant and its employees pursuant to the Terms of Section 1 of Exhibit F. In addition to the foregoing, Tenant shall also have the right, upon not less than 30 days prior written notice and subject to availability, to lease from Landlord, on a month-to-month basis, two (2) additional unreserved Spaces in the Garage for the use of Tenant and its employees pursuant to the Terms of Section 1 of Exhibit F.

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8.02	Remaining Allowance. The parties acknowledge that there is approximately $28,603.00 remaining from the Allowance granted in the Lease for the Original Premises ("Remaining Allowance"). Landlord agrees to allow the Remaining Allowance to be used for the installation of improvements in the Premises and/or the Expansion Space pursuant to the terms of the Work Letter attached to this Amendment as Exhibit B as if the Remaining Allowance was the Expansion Allowance (as defined below). The total of the Remaining Allowance and the Expansion Allowance shall hereinafter be referred to as the ''Total Allowance".
8.03	Right of First Offer.
	a.	Grant of Option; Conditions. Tenant shall have the one time right of first offer (the "Right of First Offer") with respect to Suite 960 consisting of approximately 760 rentable square feet on the 9th floor of the Building as shown on the demising plan attached hereto as Exhibit A (the "Offer Space"). Tenant's Right of First Offer shall be exercised as follows: prior to Landlord leasing the Offer Space to a party other than the existing tenant in the Offer Space, Landlord shall advise Tenant (the "Advice") of the terms under which Landlord is prepared to lease the Offer Space to Tenant for the remainder of the Lease Term. Tenant may lease the Offer Space, under such terms, by providing Landlord with written notice of exercise (the "Notice of Exercise") within 5 days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice if:
		(i)	Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or
		(ii)	the Premises, or any portion thereof, is sublet (other than pursuant to a Business Transfer, as defined in Section 11.05 of the Lease) at the time Landlord would otherwise deliver the Advice; or
		(iii)	the Lease has been assigned (other than pursuant to a Business Transfer, as defined in Section 11.05 of the Lease) prior to the date Landlord would otherwise deliver the Advice; or
		(iv)	the Offer Space is not intended for the exclusive use of Tenant during the Term; or
		(v)	the Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice.
	b.	Terms for Offer Space.
		(i)	The term for the Offer Space shall commence upon the commencement date stated in the Advice and thereupon such Offer Space shall be considered a part of the Premises, provided that all of the terms stated in the Advice, shall govern Tenant's leasing of the Offer Space and only to the extent that they do not conflict with the Advice, the terms and conditions of the Lease shall apply to the Offer Space. Tenant shall pay Base Rent and Additional Rent for the 'Offer Space in accordance with the terms and conditions of the Advice and the term for the Offer Space shall be co-terminus with the Lease.

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	(ii)	The Offer Space (including improvements and personalty, if any) shall be accepted by Tenant in its condition and as-built configuration existing on the earlier of the date Tenant takes possession of the Offer Space or the date the term for such Offer Space commences, unless the Advice specifies work to be performed by Landlord in the Offer Space, in which case Landlord shall perform such work in the Offer Space. If Landlord is delayed delivering possession of the Offer Space due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts to obtain possession of the space, and the commencement of the term for the Offer Space shall be postponed until the date Landlord delivers possession of the Offer Space to Tenant free from occupancy by any party.
	(iii)	Landlord reserves the right upon receipt of the Notice of Exercise to request Tenant's current financial records in a form reasonably acceptable to Landlord, to review Tenant's current financial condition and to adjust the security required under the Advice as reasonably determined by Landlord.
c.	Termination of Right of First Offer. The rights of Tenant hereunder with respect to the Offer Space shall terminate on the earlier to occur of (i) Tenant's failure to exercise its Right of First Offer within the 5 day period provided in Subsection a above and (ii) the date Landlord would have provided Tenant an Advice if Tenant had not been in violation of one or more of the conditions set forth in Subsection a above. In addition, if Landlord provides Tenant with an Advice for any portion of the Offer Space that contains expansion rights (whether such rights are described as an expansion option, right of first refusal, right of first offer or otherwise) with respect to any other portion of the Offer Space (such other portion of the Offer Space subject to such expansion rights is referred to herein as the "Encumbered Offer Space") and Tenant does not exercise its Right of First Offer to lease the Offer Space described in the Advice, Tenant's Right of First Offer with respect to the Encumbered Offer Space shall be subject and subordinate to all such expansion rights contained in the Advice.
d.	Offer Space Amendment. If Tenant exercises its Right of First Offer, Landlord shall prepare an amendment (the "Offer Space Amendment") adding the Offer Space to the Premises on the terms set forth in the Advice and reflecting the changes in the Base Rent, Rentable Square Footage of the Premises, Tenant's Pro Rata Share and other appropriate terms, A copy of the Offer Space Amendment shall be sent to Tenant within a reasonable time after Landlord's receipt of the Notice of Exercise executed by Tenant, and Tenant shall execute and return the Offer Space Amendment to Landlord within 15 days thereafter, but an otherwise valid exercise of the Right of First Offer shall be fully effective whether or not the Offer Space Amendment is executed,
e.	Subordination. Notwithstanding anything herein to the contrary, Tenant's Right of First Offer is subject and subordinate to (I) the renewal of (whether by exercise of option or otherwise) or extension rights of any tenant leasing all or any portion of the Offer Space;
	(ii)	the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof; and (iii) the right of Landlord to lease the space to any other tenant or tenant prospect who by the inclusion of the Offer Space will occupy more space in the Building than Tenant.

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9.	Miscellaneous.
	9.01	This Amendment and the Lease sets forth the entire agreement between the parties with respect to the matters set forth herein, There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant be entitled to any Rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Amendment.
	9.02	Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.
	9.03	In the case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall govern and control.
	9.04	Submission of this Amendment by Landlord is not an offer to enter into this Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this Amendment until Landlord has executed and delivered the same to Tenant, and Tenant shall not be bound by this Amendment until Tenant has executed and delivered the same to Landlord.
	9.05	The capitalized terms used in this Amendment shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Amendment.
	9.06	Tenant hereby represents to Landlord that Tenant has dealt with no broker in connection with this Amendment other than The Owen Group on behalf of Tenant and CB Richard Ellis on behalf of Landlord ("Brokers"), Landlord will pay all fees, commissions or other compensation payable to Brokers, if any, pursuant to the terms of separate agreements, Tenant agrees to indemnify and hold Landlord, its trustees, members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the respective principals and members of any such agents (collectively, the "Landlord Related Parties") harmless from all claims of any brokers (except Brokers) claiming to have represented Tenant in connection with this Amendment. Landlord hereby represents to Tenant that Landlord has dealt with no broker in connection with this Amendment other than the Brokers, Landlord agrees to indemnify and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees, and agents, and the respective principals and members of any such agents (collectively, the "Tenant Related Parties") harmless from all claims of any brokers claiming to have represented Landlord in connection with this Amendment.
	9.07	Each signatory of this Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.

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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the day and year first above written.

LANDLORD:

CCP/MS SSIII DENVER TABOR CENTER I
PROPERTY OWNER LLC, a Delaware limited
liability company

By:                                
Name:
Its: /s/ Stephen E. Budorick                         
Stephen E. Budorick
Vice President

TENANT:

GEOVIC MINING CORP., a Delaware corporation

By:                              
Name:
Its: /s/ John E. Sherborne, Jr.                        
John E. Sherborne, Jr.
Chief Executive Officer

Tenant’s Tax ID Number (SSN or FEIN):
______________________________________

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EXHIBIT B

WORK LETTER

1.      This Work Letter shall set forth the obligations of Landlord and Tenant with respect to the improvements to be performed in the Expansion Space for Tenant's use. All improvements described in this Work Letter to be constructed in and upon the Expansion Space by Landlord are hereinafter referred to as the "Landlord Work". It is agreed that construction of the Landlord Work will be completed at Tenant's sole cost and expense, subject to the Total Allowance (as defined in Section 8.02 of this Amendment). Landlord shall obtain a minimum of three (3) bids from Landlord approved general contractors. The parties shall mutually agree upon the selection of the final bidder within three (3) Business Days of receipt and review of all bids by both parties, provided that neither party shall unreasonably withhold its consent to any bid that is less than the Total Allowance. Landlord shall enter into a direct contract for the Landlord Work with a general contractor selected by the parties as set forth above. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Landlord Work.

2.      Tenant shall be solely responsible for the timely preparation and submission to Landlord of the final architectural, electrical and mechanical construction drawings, plans and specifications (called "Plans") necessary to construct the Landlord Work, which plans shall be subject to approval by Landlord and Landlord's architect and engineers and shall comply with their requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Tenant shall be responsible for all elements of the design of Tenant's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant's furniture, appliances and equipment, but excluding the HVAC), and Landlord's approval of Tenant's plans shall in no event relieve Tenant of the responsibility for such design. If requested by Tenant, Landlord's architect will prepare the Plans necessary for such construction at Tenant's cost. Whether or not the layout and Plans are prepared with the help (in whole or in part) of Landlord's architect, Tenant agrees to remain solely responsible for the timely preparation and submission of the Plans and for all elements of the design of such Plans and for all reasonable costs related thereto. Tenant has assured itself by direct communication with the architect and engineers (Landlord's or its own, as the case may be) that the final approved Plans for the Expansion Space can be delivered to Landlord on or before the date thirty (30) days after the full execution and delivery of this Amendment (the "Plans Due Date"), provided that Tenant promptly furnishes complete information concerning its requirements to said architect and engineers as and When requested by them. Tenant covenants and agrees to cause said final, approved Plans to be delivered to Landlord on or before said Plans Due Date and to devote such time as may be necessary in consultation with said architect and engineers to enable them to complete and submit the Plans within the required time limit, or such extended time limit as may be approved beforehand by Landlord or Landlord's agent. Time is of the essence in respect of preparation and submission of Plans by Tenant. If the Plans are not fully completed and approved by the Plans Due Date, Tenant shall be responsible for one day of Tenant Delay (as defined in the Amendment to which this Exhibit is attached) for each day during the period beginning on the day following the Plans Due Date and ending on the date completed Plans are approved. (The word "architect" as used in this Exhibit shall include an interior designer or space planner.)

3.      If Landlord's estimate and/or the actual cost of construction shall exceed the Total Allowance, Landlord, prior to commencing any construction of Landlord Work, shall submit to Tenant a written estimate setting forth the anticipated cost of the Landlord Work, including but not limited to labor and materials, contractor's fees and permit fees. Within 3 Business Days thereafter, Tenant shall either notify Landlord in writing of its approval of the cost estimate, or specify its objections thereto and any desired changes to the proposed Landlord Work. If Tenant notifies Landlord of such objections and desired changes, Tenant Shall work with Landlord to reach a mutually acceptable alternative cost estimate.

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4.      If Landlord's estimate and/or the actual cost of construction shall exceed the Total Allowance, if any (such amounts exceeding the Total Allowance being herein referred to as the "Excess Costs"), Tenant shall pay to Landlord such Excess Costs, plus any applicable state sales or use tax thereon, upon five (5) Business Days written demand. The statements of costs submitted to Landlord by Landlord's contractors shall be conclusive for purposes of determining the actual cost of the items described therein, provided that the same are consistent with accepted bids and all change orders. The amounts payable by Tenant hereunder constitute Rent payable pursuant to the Lease, and the failure to timely pay same constitutes an event of default under the Lease.

5.      If Tenant shall request any change, addition or alteration in any of the Plans after approval by Landlord, Landlord shall have such revisions to the drawings prepared, and Tenant shall reimburse Landlord for the cost thereof, plus any applicable state sales or use tax thereon, upon demand, unless there is anticipated to be Excess Allowance (as defined below), in which case the Excess Allowance shall be applied to such changes, additions or alterations to the Plans. Promptly upon completion of the revisions, Landlord shall notify Tenant in writing of the increased cost which will be chargeable to Tenant by reason of such change, addition or deletion. Tenant, within two Business Days, shall notify Landlord in writing whether it desires to proceed with such change, addition or deletion. In the absence of such written authorization, Landlord shall have the option to continue work on the Expansion Space disregarding the requested change, addition or alteration, or Landlord may elect to discontinue work on the Premises until it receives notice of Tenant's decision, in which event Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting therefrom. If such revisions result in a higher cost of construction and/or higher actual construction costs which exceed the Allowance, such increased estimate or costs shall be deemed Excess Costs pursuant to Paragraph 4 hereof and Tenant shall pay such Excess Costs, plus any applicable state sales or use tax thereon, as described in Paragraph 4 above.

6.      Following approval of the Plans and the payment by Tenant of the required portion of the Excess Costs, if any, Landlord shall cause the Landlord Work to be constructed substantially in accordance with the approved Plans. Landlord shall notify Tenant of substantial completion of the Landlord Work.

7.      Landlord, provided Tenant is not in default, agrees to provide Tenant with an allowance (the "Expansion Allowance") in an amount not to exceed $22,550.00 (i.e. $11.00 per rentable square foot of the Expansion Space) to be applied toward the cost of the Landlord Work in the Expansion Space. If the Total Allowance shall not be sufficient to complete the Landlord Work in the Expansion Space, Tenant shall pay the Excess Costs, plus any applicable state sales or use tax thereon, as prescribed in Paragraph 4 above. Any portion of the Total Allowance which exceeds the cost of the Landlord Work and is not used for Alterations or other leasehold improvements to the Expansion Space and/or the existing Premises prior to November 30,2010, including without limitation the installation of phone/data cabling, electrical, other finish upgrades or other leasehold improvements reasonably approved by Landlord pursuant to Section 9 of the Lease, or is otherwise remaining after November 30, 2010 (the "Excess Allowance") shall accrue to the sole benefit of Landlord, it being agreed that Tenant shall not be entitled to any credit, offset, abatement or payment with respect thereto. Landlord shall be entitled to deduct from the Total Allowance a construction management fee for Landlord's oversight of the Landlord Work in an amount equal to 3% of the total cost of the Landlord Work, provided that no construction management fee shall be payable on any portion of the Remaining Allowance if such a fee was charged on those funds in connection with completion of the Original Premises.

8.      This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

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EX-10.28

Exhibit 10.28 

AGREEMENT FOR THE PROVISION

OF

PROFESSIONAL SERVICES

Between     

GEOVIC CAMEROON P.L.C.

and

LYCOPODIUM MINERALS PTY LTD

CONTRACT NO.

(5-1637)

AGREEMENT FOR THE PROVISION OF PROFESSIONAL SERVICES
Table of Contents
	PAGE
1.0	INTERPRETATION AND DEFINITIONS
2.0	TERM	3
3.0	AGREEMENT TO PERFORM SERVICES	3
4.0	SCOPE OF SERVICES	3
5.0	PRICE SCHEDULE	3
6.0	PAYMENT	4
7.0	VARIATIONS	4
8.0	EARLY TERMINATION	4
9.0	CONFIDENTIALITY	5
10.0	INTELLECTUAL PROPERTY	5
11.0	INDEMNITY	6
12.0	INSURANCE	6
13.0	LIMITATION OF LIABILITY	7
14.0	SUSPENSION	8
15.0	FORCE MAJEURE	8
16.0	DEFAULT BY THE ENGINEER	8
17.0	SUBCONTRACTORS	9
18.0	COMPLIANCE WITH STATUTORY REQUIREMENTS	10
19.0	NOTICES	10
20.0	DISPUTE RESOLUTION	11
21.0	MISCELLANEOUS PROVISIONS	11
22.0	KEY PERSONS	12
	SCHEDULE 1 -SCOPE OF SERVICES
	SCHEDULE 2 -PRICING SCHEDULE

     

PROFESSIONAL SERVICES AGREEMENT

THIS AGREEMENT is made the 2nd day of December, 2009

BETWEEN

GEOVIC CAMEROON, P.L.C., a company having its office at BP 11555, Yaounde, Cameroon ('the Principal').

AND

LYCOPODIUM MINERALS PTY LTD (ABN 34 055 880 209) a company having its office at Level 5, 1 Adeiaide Terrace, East Perth, Western Australia, 6004 ('the Engineer');

WHEREAS,

A.	The Principal is desirous of having the Services carried out by the Engineer, the details of which are more particularly described in the Contract.
B.	The Engineer has represented to the Principal that it has significant knowiedge and experience in carrying out the Services.
C.	The Principal has accepted the proposal of the Engineer subject to the conditions herein contained and the parties now desire to evidence their agreement.

NOW THIS AGREEMENT WITNESSES and the parties hereto mutually agree as follows:

1.0	INTERPRETATION AND DEFINITIONS
	1.1     Interpretation

           In this Contract, uniess the contrary intention appears:

(a)	references to persons include natural persons, partnerships, joint ventures, unincorporated associations, corporations, or government or statutory bodies or authorities;
(b)	words indicating the singular number inciude the plurai number and vice versa;
(c)	where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
(d)	headings are for reference only and do not form part of this Contract; and
(e)	the words "inciude", "includes" and "including" are a reference to "inciuding, but not limited to".

           1.2     Definitions

            In this Contract the following expressions shall have the following meanings:

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     "Business Day" means a day other than a Saturday, Sunday or day on which banks in Denver, Colorado are authorized or required to be closed.

     "Commencement Date" means (December 2, 2009) or such other date as the parties may agree in writing for the Services to begin.

     "Completion Date" means (December 31, 2010) or such other date as the parties may agree in writing for the Services to complete.

     "Confidential information" means:

(a)

all information and data received by the Engineer as a result of performing the Services and includes specifications, drawings, designs, trade secrets, plans, know-how and ideas which has been marked or otherwise identified by the Principal as confidential or is otherwise of a nature or quality where a reasonable person in the Engineer's position would consider it to be confidential; but

(b)

does not include information and data that (a) was known by the Engineer without confidentiality restrictions at the time of its receipt from the Principal or a third party; (b) was or becomes available to the public other than as a result of a breach of the terms of this Agreement; or (c) was or becomes available to the Engineer on a non-confidential basis and other than in connection with the Principal's disclosure pursuant to this Agreement from a source that was not, to the Engineer's knowledge, prohibited from disclosing such information to the Engineer.

      "Consequential Loss" means any indirect, or consequential loss, liability or damage including: loss of use of property; business interruption, loss of actual or anticipated revenue, income or profits or any other form of economic loss; and special damages, howsoever arising.

      "Contract" means the agreement between the parties recorded herein, together with the Annexures and Schedules attached hereto and all other documents incorporated by express reference or by necessary implication.

      "Engineer's Background IP" means all Intellectual Property of the Engineer which is in existence at the date of this Contract or comes into existence after the date of this Contract otherwise than as a direct resull of the performance of the Services or the performance of other work on behalf of the Principal or its affiliates.

      "Force Majeure" means any cause beyond the control of the party affected which that party could not reasonably have foreseen and guarded against, including acts of God, fires, riots, civil commotion or civil unrest, incendiarism, interference by civil or military authorities or act of war (deciared or undeclared), provided that insufficiency of, or inability to use funds for any reason cannot constitute a force majeure event.

      "Intellectual Property" includes the protected rights existing anywhere in the world attaching to inventions, patents, registered designs, trade marks, trade secrets, copyright, circuit layouts, drawings, designs and proprietary know-how, processes and techniques.

     "Month"means one calendar month.

     "Services" means the whole of the work required to be executed by the Engineer in accordance with this Contract.

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      "Services IP" means all Intellectual Property created as a direct result of the performance of the Services under this Contract.

2.0	TERM
	The Contract commences on the Commencement Date and ends on the Completion Date.
3.0	AGREEMENT TO PERFORM SERVICES
	The Engineer agrees to:
	(a)	perform the Services for the Principal in accordance with the terms and conditions of this Contract;
	(b)	compiy with all reasonable directions given to the Engineer by the Principal from time to time; and
	(c)	perform the Services (1) in a manner consistent with the high level of skill and care ordinarily exercised by international engineering firms who specialize in the Services called for under this Contract and, (2) which would be expected if the Services are to be performed in a manner consistent with all applicable rules, laws, regulations and statutes and the objectives of safety, reliability, environmental protection. economy and expediency.
4.0	SCOPE OF SERVICES
	The scope of Services and the specific items of work that are to be performed by the Engineer are set out in Schedule 1. The Engineer shall provide the services and all relevant work product in useable electronic formats including but not limited to AutoCad, MS Word. PDF and/or MS Excel. Engineer shall provide weekly reports summarizing its progress on the Services and its costs and charges to date for the Services in form satisfactory to Principal.
5.0	PRICE SCHEDULE

5.1	In consideration of the performance of the Services by the Engineer in accordance with the terms and conditions of this Contract. the Principal agrees to pay the Engineer in accordance with Clause 6.0.
5.2	The Engineer is entitled to charge the Principal the fees. any government taxes levied on those fees (including any withholding, consumption, value added or goods and services taxes), charges and imposts. as defined in Schedule 2. All discounts, concessions and rebates inuring to the benefit of Principai shall be for the account of Principal.
5.3	The fees for each payment due the Engineer under this Contract will be paid in Australian Dollars.
5.4	Should the Principal dispute any part of any invoice, that part of the invoice not in dispute shall be paid within the period prescribed in Clause 6.2.
5.5	Engineer agrees not to increase its billing rates for the Services until after delivery of the Bankable Feasibility Study referenced in Schedule 1.

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6.0	PAYMENT
	6.1	Invoices
		Within fourteen (14) days after the end of each Month, the Engineer shall submit to the Principal its invoice for payment.
	6.2	Payment
		Any amount payable by the Principal to the Engineer pursuant to this Clause 6.0 shall be paid within thirty (30) days from date of the invoice subject always to any rights under this Contract which the Principal may have to withhold or deduct payment from the Engineer.
7.0	VARIATIONS
	7.1	Requests
		The Principal may at any time and from time to time by notice in writing to the Engineer, request a variation to the Services either by way of an increase or decrease in the Services or by way of changes in the character or quaiily of material or equipment used in providing the Services provided that such variation shall not have the effect of materially changing or altering the quantity, nature or character of the Services.
	7.2	Format
		No variation to the Services pursuant to Clause 7.1 shall be permitted either by the Principal or by the Engineer until the terms have been reduced to writing and agreed between the parties. Engineer shall keep a current log of all agreed-to variations which shall be available to Principal upon request.
	7.3	Incorporation
		Any variation to the Services agreed between the Engineer and the Principal in accordance with Clause 7.2 shall be deemed to be part of the Services.
	7.4	Pricing
		The price of a variation shall be determined by agreement between the parties taking into account the fees specified in Schedule 2.
8.0	EARLY TERMINATION
	8.1	The Principal may terminate this Contract at any time prior to the Completion Date by giving to the Engineer one (1) month written notice of its intention to terminate.
	8.2	In the event of such early termination, the Principal's liability to the Engineer shall not exceed the amount owing under this Contract for the Services performed up to the date of termination, together with the Engineer's reasonable demobilisation costs and any other direct, out-of-pocket costs or expenses incurred as a direct result of performing the Services for which the Engineer remains liable. If requested by the Principal the Engineer shall supply reasonable evidence to support the amounts claimed for such costs and expenses.

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9.0	CONFIDENTIALITY
	9.1	Scope
		The Engineer agrees to use Confidential Information solely for the purpose of performing the Services and for no other purpose. Except where required by law, the Engineer shall keep secret and confidential and shall not disclose to any third party without the prior written consent of the Principal, any Confidential Information and shall take or cause to be taken such reasonable precaution as may be necessary to maintain secrecy and confidentiality and prevent disclosure, including obtaining confidentiality agreements from its employees and agents.
	9.2	Publicity
		Except where required by law, the Engineer shall not advertise, publish or release information to the public concerning this Contract, the Services or the operations of the Principal without prior written consent of the Principal.
	9.3	Records
		Principal shall have access to all Service-related work product upon request during the term of this Contract, excluding Engineers Background IP. Principal shall also have reasonable access to billing and expense records and timesheets concerning Engineer's costs and charges for the Services upon written request. On completion of the Services or termination of the Contract, the Engineer shall promptly return to the Principal all documents including specifications, drawings, designs and plans provided to the Engineer by the Principal during the term, and all relevant Service-related work product including, but not limited to Service IP. Without in any way limiting the operation of the foregoing provisions of this Clause 9.0, the Engineer may retain one (1) record set of any such documents.
		The Engineer shall provide the Deliverables in useable electronic formats including but not limited to AutoCad, MS Word, PDF and/or MS Excel.
		If the Engineer provides any Deliverable in an editable electronic format:
		(a)	the Engineer may make necessary modifications to the extent it is reasonably necessary in order to protect the Engineer's Background IP; and
		(b)	the Principal shall indemnify and hold harmless the Engineer against any loss, damage, claims, demands, proceedings, costs, charges and expense whatsoever to the extent arising from any non-Engineer approved amendments made by the Principal or on the Principal's behalf to any such documents.
		Any variation to the Services agreed beteen the Engineer and the Principal in accordance with Clause 7.2 shall be deemed to be part of the Services.
	9.4	Maintenance of Confidentiality
		The Engineer shall ensure that each of its employees and all subcontractors and their employees and agents do not divulge or use for their own purposes any Confidential Information.
10.0	INTELLECTUAL PROPERTY
	10.1	The parties acknowledge that the Engineer remains the owner of all Engineer Background IP.

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	10.2			The Engineer grants to the Principal a non-exclusive, royalty free, irrevocable licence to use Engineer Background IP, which is incorporated into the Services IP, to the extent necessary to enable the Principal to exercise its rights in the Services IP.
	10.3			All Services IP and other Services-related work product shall be vested in and shall be the sale property of the Principal as and when created.
	10.4			The Principal grants to the Engineer a non-exclusive, non-transferable, revocable licence to use the Services IP for the sale purpose of performing the Services.
	10.5			The Engineer acknowledges that it owns or is licensed to use Intellectual Property that the Engineer incorporates into the Services.
11.0	INDEMNITY
	Subject to clause 13.0 the Engineer shall indemnify and keep indemnified and also defend, protect and hold harmless the Principal and its directors, officers, employees, consultants and agents other than the Engineer against any loss, damage, claims, demands, proceedings, costs, charges and expense whatsoever in respect to personal injury (which expression shall include illness and disability) to, or death of all persons including the Engineer's own employees and in respect of loss or damage to all property real or personal (Including but not limited to the property of the Principal) to the extent arising out of any negiect, act or omission of the Engineer or out of any default of the Engineer in the execution of the Services or obligations under this Contract.
12.0	INSURANCE
	12.1     Required Insurances
	The Engineer shall procure prior to commencing the performance of the Services and maintain until the Services are completed (other than in the case of professional indemnity Insurance. which shall be maintained for six (6) years after the Services are completed) and shall use its best endeavors to ensure that any, as applicable, authorised subcontractor procures and maintains the following insurance coverage:
		(a)	Workers compensation and occupational disease insurance to cover statutory and common law claims and liabilities arising out of work related injuries or incapacities, with limits as required by any and all applicable statutes.
		(b)	Commercial general liability (public liability) insurance covering personal injury, bodily injury and property damage arising from operations and premises involved in the services, with a combined single limit of liability not less than A$2,000,000 per occurrence, including:

 ●    Broad form property damage coverage; 

 ●    Products and completed operations liability coverage; and 

 ●    Waiver of Subrogation endorsement in favour of the Geovic. 

(c)        Professional indemnity insurance with a sum insured of A$5,000,000 per occurrence and in the aggregate.

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		(d)	Insurance in respect of any motor vehicle used in performing the Services (including third party, personal injury and property damage insurance) with limits subject to the reasonable approval of Principal, including but not limited to:
			●	Coverage for all owned, leased, non-owned and hired licensed vehicles used in connection with the Services provided, with combined bodily injury and property damage liability limits of not less than A$2,000,000; and
	12.2	Insurance Coverage
		Insurance coverage shall be effected with Insurers approved by the Principal (which approval shall not be unreasonably withheld) and the Engineer shall provide the Principal with copies of certificates of currency for all such insurance policies upon request by the Principal. All insurance to be provided under this Clause 12 shall be primary with respect to any other similar insurance available to Principal. Engineer shall disclose to Principal any of the coverages that are Claims Made prior to the Commencement Date. Any losses, whether or not covered by the insurance described in this Clause 12 or within the deductible of such insurance, will be the responsibility of the Engineer. If the insurance coverage is not procured or maintained as required by Clause 12.0 then the Principal may:
		(a)	terminate this Contract forthwith by written notice to the Engineer; or
		(b)	procure such coverage and deduct the cost of any premium from the fees payable to the Engineer under Clause 6.0.
		Engineer and its subcontractors are solely responsible for, and must therefore provide, their own insurance coverage with respect to any and all tools, equipment and temporary buildings that are owned by them. Principal is not responsible for insuring against loss or damage to the Engineer's or its subcontractors' tools, equipment and temporary buildings.
13.0	LIMITATION OF LIABILITY
	13.1	For a period of 12 months after the Completion Date, the Principal may, by notice to the Engineer, call upon the Engineer to provide professional services free of charge for completing any rectification of any omission or defect with regard to the Services. The notice shall identify the omission or defect and state the date by which the rectification work is to be completed. Where rectification work is to be carried out it shall be done at times and in a manner which causes as little inconvenience to the Principal and its client, as the case may be, as is reasonably possible.
	13.2	Costs associated with any contractors' or manufacturers' mobilisation, equipment, material, labour, accommodation and all other items and like things necessary to reclify the Engineer's omission or defect referred to in Clause 13.1 shall be to the Principal's account.
	13.3	Notwithstanding any clause to the contrary, the Engineers total aggregate liability to the Principal for all mailers, if any, which may arise out of or in connection with the Services or dealings between the parties in connection with this Contract whether in contract, including quasi-contract; in tort for negligence or otherwise; or otherwise at law (including statute) or in equity, shall be limited (and the Principal releases the Engineer of any liability extending beyond those limits):
		(a)	in respect of corrective action taken by the Engineer under the provisions of Clause 13.1, to the provision of professional services to a maximum amount of fifteen percent (15%) of the total aggregate amount of the Engineer's fees payable under this Contract, but such limit shall be reduced to the extent sums have already been incurred under Clause 13.3(b) below; and

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(b)      in respect of liability under clause 22 with respect to Key Persons, to a maximum amount of fifteen percent (15%) of the total aggregate amount of the Engineer's fees payable under this Contract, but such limit shall be reduced to the extent sums have already been incurred under Clause 13.3(a) above;

(c)      in respect of claims for which the Engineer is indemnified under the Public liability insurance policy provided by the Engineer pursuant to Clause 12.1(b), to a maximum of A$10,000,000;

(d)      in respect of claims for which the Engineer is indemnified under the Professional Indemnity insurance policy provided by the Engineer pursuant to Clause 12.1(c), to a maximum of A$10,000,000 and

(e)      in respect of claims for which the Engineer would be entitled to indemnity under any other insurance policy provided by the Engineer pursuant to Clause 12.1, to the limit of indemnity under that policy. Notwithstanding anything in this Contract expressed or implied to the contrary, neither of the parties hereto shall be liable to the other for any Consequential Loss whatsoever or howsoever arising.

14.0	SUSPENSION
	14.1	Suspension of obligations
		The Principal may at any time suspend the performance of the Services or any part thereof, by providing a written notice to the Engineer. The Engineer shall be entitled to reasonable demobilisation costs and any other direct, out-of-pocket costs or expenses incurred as a direct result of such suspension. If requested by the Principal the Engineer shall supply reasonable evidence to support the amounts claimed for such costs and expenses.
	14.2	Recommencement of obligations
		If the Services are suspended under Clause 14.1, then the Principal may subsequently at any time resume the performance of the Services or any part thereof, by providing a written notice to the Engineer. Upon receiving such notice the Engineer shall recommence performance of the Services as soon as reasonably possible.
15.0	FORCE MAJEURE
	If either party is unable at any time whether wholly or in part by reason of Force Majeure to carry out all or any of its obligations under this Contract, that party shall give to the other prompt written notice to that effect, giving full particulars of such Force Majeure as is claimed to exist and to have occurred and thereupon the obligations under this Contract of the party giving that notice shall, to the extent that they are affected by such Force Majeure, be suspended during but not longer than the continuance of the Force Majeure. The party so claiming Force Majeure shall immediately take all reasonable steps within its power to remove or overcome the effects of that Force Majeure.
16.0	DEFAULT BY THE ENGINEER
	16.1		Conditions of Default
			Subject to Clause 14.0, if the Engineer at any time:
			(a)	fails to carry out the Services with due diligence to the reasonable satisfaction of the Principal;

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		(b)	defaults in the performance or observance of any obligation contained in this Contract;
		(c)	refuses or neglects to carry out any reasonable instruction which the Principal is entitled to give;
		(d)	gives or offers any substantial gift, whether by way of monies, goods or otherwise to any employee of the Principal, or if any employee of the Principal has an undisclosed substantial interest in the Engineer's business of which the Engineer is aware and the existence of which the Engineer fails to disclose to the Principal, then the Principal may give the Engineer notice in writing (not to be given unreasonably) specifying the default and requiring the Engineer to remedy the same at the Engineer's expense.
	16.2	Failure to Rectify
		If within fourteen (14) days after notice under Clause 16.1 is given the Engineer fails to provide adequate assurance that the default will be rectified and the Services satisfactorily proceeded with and completed, or to show just cause why the Principal should not exercise its power contained in this clause, then the Principal (without prejudice to any other rights that it may have under this Contract or otherwise) may exercise all or any of the following powers:
		(a)	Suspend payment for Services rendered from the date of the notice given under Clause 16.1 until the default has been remedied, or until an election is made under Clause 16.2(b) or Clause 16.2(c).
		(b)	Take all or any part of the Services remaining to be completed out of the hands of the Engineer or any other person in whose hands or possession the Services or any part may be.
		(c)	Terminate this Contract
		If the Principal takes action under Clause 16.2(b), the Engineer shall not be entitled to any further payment over and above those payments due in respect of Services rendered up to the time the Services are taken, less all reasonable costs and expenses reasonably and necessarily incurred by the Principal as a direct result of the Engineer's default.
17.0	SUBCONTRACTORS
	17.1	Approval
		The Engineer shall not subcontract any part of the Services without the prior written consent of the Principal, which consent the Principal shall not unreasonably withhold.
	17.2	Obligations
		In no case shall the Principal's consent to any subcontract relieve the Engineer of any of its obligations and liabilities under this Contract in respect of its performance and the timing of its performance of the Services.
	17.3	Liability
		Notwithstanding the consent of the Principal to a subcontract, the Engineer shall be liable to the Principal for the acts and omissions of any subcontractor or any employee or agent of any subcontractor, being performed in relation to the Services, as if such were the acts or omissions of the Engineer or the employees or agents of the Engineer.

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18.0	COMPLIANCE WITH STATUTORY REQUIREMENTS
	The Engineer shall comply with the requirements of applicable laws, rules, regulations and statutes, including but not limited to, all Acts of Parliament in the State of Western Australia as amended from time to time and with the requirements of alt ordinances, regulations, bylaws, orders and proclamations made or issued thereunder and with the lawful requirements of public, municipal and other authorities in any way affecting or applicable to the Services.
	The Engineer shall give all notices necessary to comply with Clause 18.0.
19.0	NOTICES
	All notices and enquiries by the Principal relating in any way to this Contract and the Services shall be directed by the Principal to the Engineer as follows:
		Robert Osmetli Lycopodium Minerals Pty Ltd Level 5, 1 Adelaide Terrace EAST PERTH WA 6004 Telephone: +61 (0)862105222 Facsimile:   +61 (0)86210520 Email: bob.osmetti@lycopodium.com.au
	All notices and invoices from and enquiries by the Engineer relating in any way to this Contract and the Services shall be directed by the Engineer to the Principal as follows:
		David Beling Geovic Cameroon PLC 742 Horizon Court, Suite 300A Grand Junction, CO 81506 Telephone: (970) 256-9681 Facsimile:   (970) 256-9241 Email: dbeling@geovic.net
	Contract notices oniy shall also be directed by the Engineer to the Principal as follows:
		Geovic Cameroon, PLC P.O. Box 11555 Yaounde, Cameroon Attention: Managing Director Telephone: 237-33014642                     237-2221-4518 Facsimile:   237-2221 1802 E-mail: rhowe@geoviccameroon.com
	The parties will not be under any obligation to review, respond or act upon any email communication not addressed as specified above.

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20.0	DISPUTE RESOLUTION
	Disputes, questions or difference of opinions ("Disputes") arising out of this Contract shall be resolved in the following manner:
		(a)	A senior manager from either party shall notify the other party that a Dispute requires resolution. Such notice shall provide reasonable particulars as to the nature of the Dispute.
		(b)	A senior manager from each party shall meet within fourteen (14) days after the Dispute has been referred to them to resolve the issue.
		(c)	If the senior managers are unable to settle the Dispute within fourteen (14) days, then either party may commence arbitration as set forth below in this Article 20.
		(d)	If the parties have been unable to resolve a Dispute pursuant to the procedures set forth above, then either party, in its sale discretion, may invoke binding arbitration under the Rules of Arbitration of the International Chamber of Commerce, and any arbitration conducted thereunder shall occur in London, England. If the aggregate amount of the Dispute(s) is less than $1,000,000, then the parties shall mutually agree on one (1) arbitrator. If the parties cannot agree on one (1) arbitrator or if the aggregate amount of the Dispute(s) is equal to or greater than $1,000,000, then there shall be three (3) arbitrators, with each party selecting one; the third arbitrator, who shall be the chairman of the panel, shall be selected by the two (2) party-appointed arbitrators. The decision of the arbitrators shall be final and binding. Each party shall bear its costs in such Dispute resolution, including without limitation, reasonable attorneys' fees.
21.0	MISCELLANEOUS PROVISIONS
	21.1	Governing Law
		This Contract shall be subject to the laws of England and Wales, excluding their choice of law rules.
	21.2	Amendment and Waiver
		The terms of this Contract may only be varied in writing, signed by the parties. Failure by a party to insist upon compliance with any provision of this Contract shall not be deemed a waiver of such provision.
	21.3	Further Assurances
		Each party shall sign, execute and do all things as may be reasonably necessary to effectively carry out and give effect to the terms and intentions of this Contract.
	21.4	Assignment
		Neither party shall assign this Contract in whole or in part or any benefit, monies, or interest under this Contract without the prior written approval of the other party.
	21.5	Entire Agreement
		This Contract constitutes the entire agreement between the parties with respect to the subject matter of this Contract and contains all of the representations, warranties, covenants and agreements of the Parties in relation to the subject matter of this Contract as at the date of this Contract.

Lycopodium Minerals Ply Ltd

Page 11

	21.6	Survival of Obligations
		The obligations contained in clauses 9.0, 10.0 and 13.0 shall survive the completion, expiration, or termination of this Contract.
	21.7	Independent Contractor Status
		The Engineer is and shail at ail times be an independent contractor in the performance of the Services. Neither the Engineer nor any of its employees, agents, contractors or subcontractors shall be in any way (deemed or otherwise considered), at any time, an employee of the Principal or of any company related or affiliated with the Principal. The Engineer acknowledges that it shall be liable and solely responsible for, and shall pay, ail wages, salaries, withholdings, taxes and assessments applicable to the Engineer or to its employees, including income tax, payroll taxes, workers' compensation insurance and unemployment insurance, automobile insurance, personal injury or life insurance, national insurance contributions and other similar obligations imposed by any jurisdiction and required to be paid in connection with the Services and the payments that the Engineer receives under this Agreement, and the Engineer shall save harmless, defend and indemnify the Principal from any and all damages, causes of action, actions, debts, claims, demands, losses, expenses (including reasonable attorney's fees), liabilities or obligations which may result from any breach by the Engineer of this Section of this Agreement.
	21.8	Severance
		If any part of this Contract is or becomes void or unenforceable that part is, or will be, severed from this Contract so that all parts that are not, or do not become, void or unenforceable remain in full force and effect and are unaffected by that severance.
22.0	KEY PERSONS
	The Engineer agrees to maintain the following Key Persons listed below for the purpose of performing the Services. Except as set forth below, Engineer's Key Persons shall not be removed from the project without written consent of Principal. In the event any Key Persons become unavailable to perform their respective Services as specified in the approved man-hour budget, the Engineer shail be liable to pay liquidated damages to the Principal at the sums set out below up to the maximum amount. The Engineer shall not be liable in the event such Key Persons are unavailable due to illness, death or injury, resignation, removal by the Principal, annual leave, rest and recreation leave, statutory leave or compassionate leave, or where the Principal suspends the Services under Clause 14.0 for a duration greater than 3 months. The aggregate liability for non availability of Key Persons shall not exceed 10% of the aggregate of the amounts payable under this Contract as set out in Clause 13.2(b).
		Key Persons                                  Liability
		Robert Osmetti         5% of the Fees for the Withdrawal Period
		Brett Crossley       2.5% of the Fees for the Withdrawal Period
		David O'Brien       2.5% of the Fees for the Withdrawal Period
	For the purpose of this provision the 'Fees for the Withdrawal Period" means the fees payable to the Engineer under this Contract for the period commencing from the date that the services of the Key Person were required but not provided and ending on the earlier of the date that the Key Person is reinstated or the date that the services of the Key Person are essentially completed (although applicable extensions of time for which the Engineer is entitled shall be deducted from such completion date).

Lycopodium Minerals Ply Ltd

Page 12

The Principal has the right, in its discretion, to request the Engineer 10 remove any of its personnel providing services with respect to the Project.

EXECUTED on the date set out at the commencement of this Contract.

Signed for and on behalf of GEOVIC CAMEROON, P.L.C.
by its duly authorised representative:

By: /s/ Richard Howe                                         
SIGNATURE

Richard Howe                                                      
NAME

Managing Director                                               
POSITION

Signed for and on behalf of LYCOPODIUM MINERALS
PTY LTD by its duly authorised representative:

/s/ R. Osmetti                                                      
SIGNATURE

/s/ PP  PETER DE LEO
MANAGING DIRECTOR

Lycopodium Minerals Ply Ltd

Page 13

EX-10.30

     Exhibit 10.30

Geovic Mining Corp.

Whistleblower Policy

     The Audit Committee of Geovic Mining Corp. (the “Company”) has adopted this Whistleblower Policy to strongly encourage employees (including employees of subsidiary entities) to report to responsible persons possible (i) violations of law, including the securities laws, (ii) accounting irregularities and (iii) other suspected wrongdoing, including their own. The goal of this policy is to discourage illegal activity and business conduct that damages the Company’s good name, franchise, business interests, and its relationships with shareholders, regulatory authorities (including such authorities in foreign countries where the Company conducts business), suppliers, residents and the community at large. While the Company does not encourage frivolous complaints, it does want any officer, employee or agent of the Company (each an “Affected Person”) who knows of a Harmful Violation or potentially Harmful Violation (defined below) to contact the independent party retained by the Company to receive Disclosures (defined below) through one of the methods contained in Section 7. For purposes of this policy, a “Harmful Violation” includes the following:

(1)	violations of law, including any rule of the Securities and Exchange Commission, federal laws related to fraud against the Company’s shareholders, and the laws and regulations of any jurisdiction in which the Company operates;
(2)	violation of Company policies and statutory or other requirements for good corporate governance;
(3)	improper accounting entries, violations of Company policies established to assure internal control of financial reporting or other accounting or disclosure controls or improper auditing matters;
(4)	any failure to comply with the Company’s Code of Business Conduct and Ethics;
(5)	violation of the Foreign Corrupt Practices Act (“FCPA”);
(6)	any other matter, which in the good faith belief of any Affected Person, could cause harem to the business or public position of the Company;
(7)	any attempt to conceal a potential Harmful Violation or evidence of a potential Harmful Violations; or
(8)	any Retaliation (defined below) for any report, complaint, allegation or other disclosure made pursuant to this policy.

     For purposes of this Whistleblower Policy, a “Disclosure” means any report of a Harmful Violation in the manner described in Section 7.

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1.     General Policy.

        Any Affected Person who, in Good Faith, makes a Disclosure pursuant to this policy with respect to a Harmful Violation or potential Harmful Violation is referred to as a “Whistleblower” and is protected from any Retaliation (as defined below) by the Company. “Good Faith” means that the Whistleblower has a reasonably held belief that the disclosure made is true and has not been made either for personal gain or for any ulterior motive of Whistleblower.

        The Company also notes that Section 806 and 1107 of the Sarbanes-Oxley Act of 2002 also provides certain legal protection to Whistleblowers. Under Section 806, the Company and its officers, employees, vendors, suppliers and agents cannot discharge, demote, suspend, threaten, harass or in any other manner discriminate (collectively, “Retaliate” or “Retaliation”) against employees of the Company who provide information in investigations--including internal investigations--into certain types of violations of the securities laws and regulations, or who file proceedings relating to similar violations. Additionally, under Section 1107, any person who

knowingly, with the intent to retaliate, takes any action harmful to any person, including interference with the lawful employment or livelihood of any person, for providing a law enforcement office any truthful information relating to the commission or possible commission of any Federal offense, shall be fined under this title or imprisoned not more than ten (10) years, or both.

2.	Purpose of the Policy.
	The Company has adopted this policy in order to:
	(a)	Strongly encourage disclosure of Harmful Violations before they can disrupt the business or operations of the Company, or lead to serious loss,
	(b)	Promote a climate of accountability with respect to Company legal obligations and resources, including its employees,
	(c)	Ensure that no Affected Person should feel at a disadvantage in raising legitimate concerns or making Disclosures.

         This policy provides a means whereby Affected Persons can safely raise, externally through an independent third party, serious concerns and disclose information that the Whistleblower believes in good faith could cause a Harmful Violation.

3.     Affect Person Protected.

     This policy and the related procedures offer protection from Retaliation to Whistleblowers who make any Disclosure with respect to matters that are, or could give rise to, Harmful Violations, provided the Disclosure is made:

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«	In Good Faith;
«	In the reasonable belief of the individual making the Disclosure that the conduct or matter covered by the Disclosure could give rise to a Harmful Violation, and
«	Pursuant to the procedures contained in Section 7 below.

           No Disclosure that satisfies these conditions shall result in any Retaliation or threat of Retaliation against the Whistleblower by the Company or by any officer or employee, contractor, subcontractor or agent of the Company. Any acts of Retaliation against a Whistleblower shall be treated by the Company as a serious violation of Company policy and could result in discharge or other discipline.

4.      Confidentiality of Disclosure.

          The Company will treat all Disclosures by Whistleblowers as confidential and privileged to the fullest extent permitted by law. The Company will exercise particular care to keep confidential the identity of any Whistleblower making a Disclosure under this procedure at least until a formal investigation is launched. Thereafter, the identity of the Whistleblower making the Disclosure may be kept confidential, if requested, unless such confidentiality is incompatible with a fair investigation, unless there is an overriding reason for identifying or otherwise disclosing the identity of the Whistleblower or unless such disclosure is required by law. In such instance, the Affected Person making the Disclosure will be so informed in advance of his or her being identified with the Disclosure. Where disciplinary proceedings are invoked against any individual following a Disclosure under this procedure, the Company will normally require the name of the person making the Disclosure to be disclosed to the person subject to such proceedings.

          The Company encourages individuals to include their name in any Disclosure they make, but any Whistleblower may also make anonymous Disclosure as provided in Section 7 below. In responding to an anonymous Disclosure, the Company will pay due regard to fairness to any individual named in the Disclosure, the seriousness of the issue raised, the credibility of the information or allegations in the Disclosure and the prospects of an effective investigation and discovery of evidence.

          Investigations will be conducted as quickly as possible, taking into account the nature and complexity of the Disclosure and the issues raised therein.

5.     Unsubstantial Allegations.

         If a Whistleblower makes a Disclosure in Good Faith pursuant to this policy and any facts alleged are not confirmed by subsequent investigation, no action will be taken against the Whistleblower. In making a Disclosure, all individuals should exercise due care to ensure the accuracy of the information disclosed. If after investigation a matter raised under this procedure is found to be without substance and to have been made for malicious or frivolous reasons, the Whistleblower could be subject to disciplinary action.

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           Where alleged facts disclosed pursuant to this policy are not substantiated (a) the conclusions of the investigation will be made known both to the Whistleblower (if known to Fulcrum) and to the person(s) against whom any allegation was made in the Disclosure and (b) all materials relating to the allegation and investigation will be removed from the parties’ personnel files.

6.        Follow-Up.

           A quarterly report of all Disclosures and any subsequent actions taken will be made to the Audit Committee of the Company’s Board of Directors in reasonable detail.

           The conclusion of any investigation will be communicated to the person or persons against whom the Disclosure is made and to the Whistleblower.

7.	Procedures.
7.1	Any Disclosure made by an Affected Person under this policy must be submitted to Fulcrum Financial Inquiry LLP (“Fulcrum”), a completely independent accounting firm. Fulcrum will receive, record, and help resolve Disclosures under this Policy. A Disclosure may be made by contacting Fulcrum in one of the following manners:
		By phone at (213) 596-1905 (the call charges may be reversed if desired, using the Company name to remain anonymous)
		By email at whistle@fulcrum.com
		By fax at (213) 891-1300
		By mail at 888 S. Figueroa Street, Suite 2000, Los Angeles, CA 90017
	Disclosure will be maintained in confidence by Fulcrum, subject to procedures described in this Policy. Fulcrum shall be authorized at any time to contact the Chair of the Audit Committee with respect to any questions concerning this Whistleblower Policy.

     Upon receiving a Disclosure, Fulcrum shall retain a log of Disclosures and a file for each Disclosure, which file shall be maintained in a secure location to protect the confidentially of the Whistleblower. Within two business days of the receipt of any Disclosure, Fulcrum shall notify the Chair of the Audit Committee and the General Counsel of the existence and nature of the Disclosure, by email directed to the business address of each. Fulcrum shall also report monthly to the General Counsel on all Disclosures it has received, the nature of the matters raised and the identification of the persons or policies against whom the Disclosures may have been asserted, without disclosing the identification of the Affected Person. Fulcrum shall provide identification of the Whistleblower only to the Audit Committee upon request. If the disclosure involves any alleged misconduct of the General Counsel, the monthly or other report shall be given to the Chief Executive Officer. The General Counsel, where appropriate, shall have responsibility under the direction of the Audit Committee to direct the initial response to the Disclosures reported, such as, but not limited to, prompt discussion with the Chief Executive Officer or other executive officer of the Company, commencement of an investigation, engagement of outside counsel or professionals, and/or communication with the person(s) named in the Disclosure or such person’s supervisors.

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7.2	Some response shall be made to each Disclosure reported by Fulcrum not later than three weeks after the end of the month in which the Disclosure is given, unless the Whistleblower believes in Good Faith that conditions warrant a quicker reply, in which case the Whistleblower shall detail those conditions as part of his or her initial Disclosure to Fulcrum and suggest expedited treatment. All requests by a Whistleblower for expedited treatment shall be promptly communicated to the Chair of the Audit Committee.
7.3	A Whistleblower who is not satisfied with the response after following the procedure set out in Section 7.1 and who has (i) identified him or herself in the Disclosure, (ii) requested to be informed of the outcome of the Disclosure, and (iii) not received a response in the time period contained in Section 7.2, may invoke this Section. The Whistleblower may request that Fulcrum report the Disclosure directly, in writing, and confidentially, to the Audit Committee. The Audit Committee shall then make a preliminary investigation of the facts alleged in the Disclosure and may, in its discretion, report in writing to the General Counsel, (or, in its discretion, to the Company’s Outside Counsel) with a request that the General Counsel investigate further and report to the Audit Committee in a period of time specified by the Chair of the Audit Committee. The General Counsel may appoint another person to undertake the preliminary investigation, provided that the findings and conclusions of the person so appointed shall be reported to the General Counsel before the report is made to the Audit Committee.
7.4	If on preliminary examination the concern, issue or facts raised or alleged in any Disclosure are judged to be wholly without substance or merit, the matter shall be dismissed and the Whistleblower informed of the decision and the reasons for such dismissal. If it is judged that the allegation(s) or issue(s) covered in the Disclosure have merit, the matter shall be dealt with in accordance with this policy, the Company’s normal disciplinary procedures and/or as otherwise may be deemed appropriate according to the nature of the case. The outcome of the investigation will be reported to the Whistleblower if requested in the Disclosure.
7.5	Subject to Section 7.4, if any Disclosure relates to the alleged conduct of a director or executive officer of the Company, the Disclosure shall be referred directly to the Audit Committee for investigation. The Audit Committee may retain independent counsel to investigate the facts and allegations contained in such Disclosure, as well as in cases where a Disclosure contains allegation of any accounting or financial reporting irregularity or impropriety, whether or not the allegation implicates an executive officer or director.
7.6	All Disclosures, received shall be confidential as provided in this policy. The identity of the Whistleblower will not be disclosed to any other person unless Whistleblower shall consent to the disclosure of his identity. Notwithstanding the foregoing, if Whistleblower discloses his or her identity, he or she should be informed that his or her identity may be required to be disclosed by law in certain situations, such as where a governmental entity initiates an investigation of allegations contained in the Disclosure. In addition, the person making the Disclosure should be informed that his or her identity will be disclosed if, after investigation, it is reasonably determined that the Disclosure was made maliciously or recklessly. Any Disclosures made anonymously shall be reported to the General Counsel for investigation.

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7.7	Employees with questions concerning this policy or its implication to the employee under a given situation may consult on a confidential basis, off site upon request, with the General Counsel. There will be no Retaliation against the employee whether or not a Disclosure is pending or made later.
8.	Website Publication.

This policy shall be posted on the Company’s website.

9.       Reports.

The General Counsel shall make a quarterly report to the Audit Committee of (i) the number of Disclosures made, (ii) the number of investigations commenced in response to Disclosures, (iii) the number of wrongdoings discovered, and (iv) all disciplinary actions taken in response to matters discovered through Disclosures. This policy will be reviewed annually by the Audit Committee after consultation with the General Counsel, taking into account the effectiveness of the policy in promoting proper disclosure, but with a view to minimizing improper or unwarranted investigations.

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EX-21

Exhibit 21

SUBSIDIARIES OF GEOVIC MINING CORP.

	Jurisdiction of  Organization
Name of Subsidiary
Geovic, Ltd.(1) Geovic Energy Corp.(1) Geovic Cameron, Plc.(2) Pawnee Drilling, LLC(3) Geovic Mineral Sands Corp.(1) Geovic France SAS(4) Geovic Nouvelle-Caledonie SAS(5)	Cayman Islands Colorado Cameroon Colorado Colorado France New Caledonia

____________

(1)	100% owned by Geovic Mining Corp.
(2)	60% owned by Geovic, Ltd.
(3)	100% owned by Geovic Energy Corp.
(4)	100% owned by Geovic Mineral Sands Corp.
(5)	100% owned by Geovic France SAS

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-153078; 333-148843; and 333-145676), pertaining to the employee benefit plans of Geovic Mining Corp. (an exploration stage company) of our reports dated March 30, 2010 with respect to the consolidated financial statements of Geovic Mining Corp. (an exploration stage company) and the effectiveness of internal control over financial reporting of Geovic Mining Corp. included in this Annual Report (Form 10-K) for the year ended December 31, 2009.

/s/ Ernst & Young LLP

Denver, Colorado
March 30, 2010

EX-23.2

Exhibit 23.2

Consent of of Independent Registered Chartered Accountants

We consent to the incorporation by reference in this Annual Report (Form 10-K) of Geovic Mining Corp. of our report dated March 28, 2008, with respect to the consolidated financial statements of Geovic Mining Corp. included in the 2009 Annual Report to the Shareholders of Geovic Mining Corp.

/s/ Ernst & Young LLP

Vancouver, British Columbia
March 30, 2010

EX-23.3

Exhibit 23.3

SRK Consulting (U.S.), Inc. 7175 West Jefferson Avenue, Suite 3000 Lakewood, CO USA 80235   denver@srk.com www.srk.com   Tel: 303.985.1333 Fax: 303.985.9947

CERTIFICATE AND CONSENT

TO: Geovic Mining Corp. (the “Company”)

RE: Annual Report of the company to the United States Securities and Exchange Commission on Form 10-K

In connection with the Company’s Annual Report to the United States Securities and Exchange Commission on Form 10K for the year ended December 31, 2009, and any amendment thereto (the “Annual Report”), I Jeffrey Volk, on behalf of SRK Consulting (U.S.), Inc. (“SRK”), hereby consent to the use of SRK’s name in connection with references to SRK’s involvement in the preparation of the technical report entitled: (i) Nkamouna and Mada Deposits, East Province, of Cameroon Africa, dated November 30, 2009 (the “Technical Report”) and to the use of the Technical Reports in the Annual Report.

I hereby confirm that I have read the Annual Report and I have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Technical Reports or that is within my knowledge as a result of the services SRK performed in connection with the Technical Reports.

Dated this 30^th of March 2010.

Sincerely

SRK Consulting (U.S.), Inc.

Jeffrey Volk, CPG, FAusIMM, MSc

Principal Resource Geologist

Group Offices:	Canadian Offices:		U.S. Offices:
Africa	Saskatoon	306.955.4778	Anchorage	907.677.3520
Asia	Sudbury	705.682.3270	Denver	303.985.1333
Australia	Toronto	416.601.1445	Elko	775.753.4151
Europe	Vancouver	604.681.4196	Fort Collins	970.407.8302
North America	Yellowknife	867.445.8670	Reno	775.828.6800
South America			Tucson	520.544.3688

EX-23.4

Exhibit 23.4

CERTIFICATE AND CONSENT

TO:       Geovic Mining Corp. (the “Company”)

RE:       Annual Report of the Company to the United States Securities and Exchange Commission on Form 10-K

In connection with the Company’s Annual Report to the United States Securities and Exchange Commission on Form 10K for the year ended December 31, 2009, and any amendment thereto (the “Annual Report”), I, Raja P. Upadyay, on behalf of Pincock, Allen & Holt, Inc. (“PAH”), hereby consent to the use of PAH’s name in connection with references to PAH’s involvement in the preparation of the technical reports entitled: (i) Nkamouna Cobalt Project, Feasibility Study dated January 18, 2008; and (ii) NI 43-101 Technical Report Nkamouna and Mada Cobalt Projects, Cameroon dated March 12, 2007 (the “Technical Reports”) and to the use of the Technical Reports in the Annual Report.

I hereby confirm that I have read the Annual Report and I have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Technical Reports or that is within my knowledge as a result of the services PAH performed in connection with the Technical Reports.

Dated this 24^th day of March 2010.

Sincerely,

PINCOCK, ALLEN & HOLT

EX-31.1

Exhibit 31.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER
AS ADOPTED PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John E. Sherborne, certify that:

1.       I have reviewed this annual report on Form 10-K of Geovic Mining Corp.;

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 condition, 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 our supervision, 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 our conclusions about the effectiveness of the disclosure controls 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 this 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 registrant’s board of directors (or persons performing the equivalent function):

(a)   All significant deficiencies and material weaknesses in the design or operation 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: March 30, 2010	/s/       John E. Sherborne
	By:    John E. Sherborne  Title: Chief Executive Officer            Principal Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION BY CHIEF EXECUTIVE OFFICER
AS ADOPTED PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Greg Hill, certify that:

1.       I have reviewed this annual report on Form 10-K of Geovic Mining Corp.;

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 condition, 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 our supervision, 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 our conclusions about the effectiveness of the disclosure controls 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 this 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 registrant’s board of directors (or persons performing the equivalent function):

(a)   All significant deficiencies and material weaknesses in the design or operation 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: March 30, 2010	/s/       Greg Hill
	By:    Greg Hill  Title: Chief Financial Officer            Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Geovic Mining Corp. (“the Company”) on Form 10-K for the fiscal year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), John E. Sherborne, as Chief Executive Officer, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: March 30, 2010	/s/       John E. Sherborne
	By:    John E. Sherborne  Title: Chief Executive Officer            Principal Executive Officer

The foregoing certification is being furnished solely pursuant to 18 U. S. C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Geovic Mining Corp. (“the Company”) on Form 10-K for the fiscal year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Greg Hill, as Chief Financial Officer, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: March 30, 2010	/s/       Greg Hill
	By:    Greg Hill  Title: Chief Financial Officer            Principal Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U. S. C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.