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THE
SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS UNLESS REGISTERED UNDER THE
SECURITIES ACT OR PURSUANT TO AN EXEMPTION
THEREFROM.
COMMON STOCK PURCHASE WARRANT
| Exercisable No Later Than June 20, 2011 |
| Certificate No. 2008-2 |
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June 20,
2008 |
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Date of
Issuance |
This
Common Stock Purchase Warrant certifies that the person identified
below as the Holder is the registered holder of the Common Stock
Purchase Warrants identified below (the “Warrants”) to
purchase common stock, $0.0001 par value per share (the
“Common Stock”), of Geovic Mining Corp., a corporation
organized and existing under the laws of Delaware (the
“Company”). Each Warrant entitles the Holder, upon exercise no later than
5:00 p.m. Mountain Standard Time on the Expiration Date as defined
below, to purchase from the Company one fully paid and
nonassessable share of Common Stock of the Company (a
“Warrant Share”), at the initial exercise price of
Cdn$1.26 per share (the “Exercise Price”). All Warrant
Shares issuable upon exercise of all or any portion of this Warrant
shall be issued by the Company to the Holder effective at the close
of business on the day on which this Warrant has been properly
exercised, in whole or in part, and certificates evidencing the
Warrant Shares shall be delivered to the Holder within 10 business
days after exercise.
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Holder: |
San Diego
Torrey Hills Capital, Inc. (“THC”) |
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Number of
Warrants: |
250,000 |
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Expiration
Date: |
June 20,
2011 |
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The Warrants shall vest according
to the following schedule: |
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(a)
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62,500 on the date hereof;
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(b) |
62,500 on September 20, 2008; |
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(c) |
62,500 on September 20, 2008;
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(d) |
62,500 on March 20, 2009, |
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subject to
the terms and conditions relating to the return of THC Warrants
pursuant to Section 4 of the Consulting Agreement dated June 20,
2008 between the Company and THC.
To
exercise this Warrant, the Holder must complete and sign the Common
Stock Purchase Warrant Exercise Form attached as
Exhibit A , and
deliver the completed form, together with the payment of the
Exercise Price in cash, certified or bank cashier’s check or
by wire transfer, to the Company, along with such other documents
and representations as the Company may require to assure compliance
with applicable laws and regulations, including, but not limited
to, a suitable investment representation confirmation, which may
include a reasonable “lock up” restriction applicable
to the Warrant Shares issued upon exercise of the Warrant, in a
form required by the Company.
No portion
of this Warrant may be exercised after the Expiration Date, and to
the extent not exercised on or before such time, the unexercised
Warrants shall become void and of no force or effect.
If prior
to the complete exercise of any Warrant the shares of Common Stock
are consolidated, subdivided, converted, exchanged or reclassified
or in any way substituted for (collectively the
“Event”), the Warrant, to the extent that it has not
been exercised, shall be adjusted by the board of directors for the
Company in accordance with such Event in the manner the board of
directors of the Company deems appropriate. No fractional shares of
Common Stock shall be issued
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