On October 31, 2013, Geovic Mining Corp. entered into note purchase agreements with Richard G. Buckovic and Paul D. Rose (each a Purchaser). Mr. Rose is a Director of the company.

Pursuant to the Note Purchase Agreements, the company agreed to issue promissory notes (each a Note and collectively the Notes) to Richard G. Buckovic and Paul D. Rose, in the aggregate principal amount of $100,000, in consideration of the payment by each Purchaser of a purchase price equal to the principal amount of such Purchaser's respective Note. The company issued the Notes on October 31, 2014. Each Note matures on October 31, 2014, at which time the outstanding principal amount of each Note and all accrued and unpaid interest thereon is due and payable by the company.

Interest accrues on the outstanding principal balance of each Note at the rate of 200% per annum. The company may prepay each Note, in whole or in part and without penalty, at any time upon 30 calendar days' prior written notice to the Purchaser under the Note. The company is required to prepay each Note, in whole (but not in part) and without penalty, within five business days following the consummation of the previously announced acquisition by Jiangxi Rare Metals Tungsten Holdings Group Company Ltd. of the company's 60.5% interest in Geovic Cameroon, PLC.

The Notes contain customary events of default, including with respect to defaults in payment obligations and the commencement of bankruptcy proceedings, the occurrence of which may result in acceleration of the company's obligation to pay the outstanding principal amount of each Note and all accrued and unpaid interest thereon.