COMMON STOCK PURCHASE WARRANT

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

      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.

      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 upon the exercise of the Warrants and accordingly, if as a result of the Event a Holder would become entitled to a fractional share of Common Stock, such Holder shall have the right to purchase only the next lowest whole number of shares of Common Stock and no payment or other adjustment will be made with respect to the fractional interest so disregarded. In the event that upon any exercise of Warrants evidenced hereby the number of W