NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(United States Dollars)

The following table summarizes the Company’s stock purchase warrant activity and related information for the six months ended June 30, 2007:

Effective February 26, 2007, performance warrants to purchase up to 1,174,000 shares of Company stock, held by seven persons, became exercisable at $2.25 per share, with an expiration of March 6, 2010, leaving 1,825,000 performance warrants outstanding, all of which will vest upon completion of at least $18.25 million of additional equity financing at any time before June 1, 2008 (a “Follow on Offering”). On April 27, 2007, the Company completed a Follow on Offering exceeding $18.25 million and resulting in the issuance to seven persons of the final 1,825,000 performance warrants exercisable at a price of $3.06 per share and exercisable at anytime until April 27, 2010. As a result, all outstanding performance warrants have become vested.

As a consequence of the Company’s March 6, 2007 offering, the holders of 4,175,000 shares of Series A Preferred Stock exchanged their shares for a like number of newly issued shares of common stock, leaving 1,825,000 shares of Series A Preferred Stock outstanding as of March 31, 2007. Following the Company’s April 27, 2007 offering all outstanding Series A Preferred Shares were converted into a like number of shares of the Company’s common stock. Therefore, there are no shares of Series A Preferred Stock outstanding as of June 30, 2007.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(United States Dollars)

9.     ADVANCES FROM MINORITY INTEREST

On April 12, 2007, GeoCam shareholders approved a GeoCam capital increase through the issuance of 650,000 new shares at 10,000 CFA francs per share, or a total of 6.5 billion CFA francs (equivalent to approximately $13.5 million). All of the new shares approved for issuance were purchased by or for the accounts of the shareholders of GeoCam, including Geovic, in their respective ownership interests prior to the capital increase. The share purchases were completed by May 12, 2007. As a result, GeoCam received funds that are, pending expenditure, being held by GeoCam in $ and CFA francs accounts in the Cameroon branch of a large international bank. This increase in capital is being used to fund GeoCam’s operating costs for 2007.

The minority interest balance of $4,192,445 at June 30, 2007 represents the remaining funds on hand from the capital increase contributed by the minority shareholders described above. The difference between the original amount contributed and the balance at June 30, 2007 represents the minority shareholders’ share of the actual expenditures through June 30, 2007. Prior to 2007, no amounts were recognized for minority interest because there was no obligation for the minority shareholders to share these costs.

10.    COMMITMENTS AND CONTINGENCIES

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(United States Dollars)

10.    COMMITMENTS AND CONTINGENCIES (cont’d)

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This Management’s Discussion & Analysis (“MD&A”) is intended to provide an analysis of Geovic Mining’s financial results for the years ended December 31, 2006 and 2005 compared to the previous years and for the quarter and six months ended June 30, 2007 compared to the comparable periods of the prior year. The consolidated financial statements for the comparative periods are those of Geovic, Ltd. (“Geovic”). Geovic was the acquirer for financial reporting purposes in the RTO described elsewhere in this quarterly report. These financial statements were prepared in accordance with United States generally accepted accounting principles. All amounts presented in the financial statements are in U.S. dollars unless indicated otherwise. Reference should also be made to the Company’s other disclosure materials filed from time to time on www.sec.gov or the Company’s website at www.geovic.net.

Since its inception our wholly owned subsidiary, Geovic, has been engaged in the business of exploring for nickel, cobalt and related minerals through its majority-owned (60%) subsidiary, Geovic Cameroon, PLC (“GeoCam”). Geovic Mining is also evaluating other exploration prospects, land acquisitions and investments in the mining industry that management believes would provide high-quality diversification opportunities.

Our success is largely dependent on our ability to source the necessary funds to expeditiously explore and develop our mineral properties and, in particular, the mineral reserves on the GeoCam properties. We presently expect to finalize commitments for secured debt financing from one or more international institutions in 2008. We plan to utilize the proceeds to complete all pre-mining construction and development work, to construct our ore processing facilities, roads, housing and other required infrastructure, and to provide working capital for the Nkamouna project from which we expect to begin production in late 2009.

We have received expressions of interest from several possible lenders, but we do not expect any firm lending agreement or other financing commitment until the final reports are received from the independent bankable feasibility study of the project which we commissioned in mid-2006, and from which we now expect the final reports in October 2007. However, based on the results of a preliminary study which we received in early 2006, from a different independent consulting firm, we expect that the final report will conclude that profitable mining operations on the Nkamouna project will be feasible. The final report will also include detailed mine plans, milling and processing facilities plans and budgets for anticipated construction and related costs. The amount of required financing will depend in large part on the final feasibility study.

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The sourcing of the necessary development funds is dependent on numerous factors affecting the expected economics of the project, including: the availability and cost of capital, market conditions and demand for cobalt and nickel that would be produced, 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 competitive position of existing and prospective cobalt and nickel projects worldwide. Management considers that the upward trending of world commodity prices, including metals, over the last 12 to 18 months suggests that we will be able to successfully operate the Nkamouna mine over the 20 years of anticipated operations. In addition to metal prices, other significant factors affecting the success of the Nkamouna project include the continued political stability of the Republic of Cameroon and surrounding sub-Saharan African countries, and our ability to recruit, train and retain a stable local workforce, and meet the logistical challenges of developing the project in a relatively undeveloped, remote area in Cameroon.

We have substantially no current revenue and expect to continue to generate losses and negative cash flows from operations for at least the next two fiscal years.

We had a consolidated net loss of $6,841,886 in the year ended December 31, 2006, in comparison with a net loss of $2,818,757 in 2005. The increase in the 2006 net loss was primarily due to higher operating expenses in 2006 which resulted because Geovic Mining had more capital available in 2006, enabling additional exploration activities, which Geovic Mining was unable to do in 2005.

Also, Geovic Mining had $859,697 of income tax expense in 2006 compared with no such expense in 2005. Operating expenses in 2006 increased approximately $3,338,000 from the operating expenses in 2005, due primarily to increases of approximately $2,594,000 in exploration costs in Cameroon, again due to increased availability of funds, $684,000 in increased head office and management expense as we paid salaries in 2006 which had been deferred in 2005 due to lack of funding, and $93,000 in stock based compensation to Geovic employees and consultants. The increases were offset in part by a reduction of approximately $38,000 in depreciation expense. The increase in exploration costs in 2006 was due to increases of approximately, $1,282,000 in exploration office costs, $674,000 in property evaluation expenses and $638,000 in metallurgical studies expenses compared with 2005, as many of those expenditures had been deferred from 2005 until 2006 when funding was available.

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Geovic Mining incurred a consolidated net loss of $2,818,757 in the year ended December 31, 2005, compared to a net loss of $3,691,467 in 2004. There was no material revenue in either year. The smaller 2005 net loss was mainly attributable to lower operating expenses in 2005 due to limited available funds. Operating expenses in 2005 were $2,820,000, a reduction of approximately $896,000 from the prior year. The decrease in operating expenses in 2005 was due mainly to reductions of approximately $697,000 in stock based compensation, as we increased the exercise price of options granted in 2005 to estimated fair market value to meet the requirements of Section 409A of the Internal Revenue Code. Also, exploration costs decreased $401,000 due to restricted availability of funds, and depreciation decreased $71,000. The decreases were offset in part by an increase of approximately $272,000 in head office and management expense. The decrease in exploration costs in 2005 was due to reductions of approximately $254,000 in metallurgical studies, $78,000 in property evaluation expenses and $68,000 in exploration office costs compared with the previous year, primarily because Geovic Mining deferred those expenses until funding was available.

Six Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006:

In the six months ended June 30, 2007, Geovic Mining had a $4,114,647 net loss in comparison with a $1,897,343 net loss in the first half of 2006. For both periods, the Company had no material revenues from operations and incurred losses, as it has since its inception. The increased net loss in the first half of 2007 was primarily due to higher operating expenses in relation to the same period in 2006 due to additional funds being available to the Company. The Company had $372,000 of income tax expense in the six months ended June 30, 2007 in comparison with $238,405 in the first half of 2006, and the Company also recorded $900,760 as minority interest during the first half of 2007 compared to $0 in the same period of the prior year. The minority interest included in the first half of 2007 represents the minority shareholders' share of the 2007 exploration activities and expenditures in Cameroon. The Company’s operating expenses in the six months ended June 30, 2007 totaled $5,722,675, which represented an increase of approximately $4,051,000 from the $1,671,870 of operating expenses in the first half of 2006. The additional operating expenses during the first six months of 2007, compared to the first half of 2006, were due to increases of approximately $2,484,000 in exploration costs, $1,215,000 in head office and management expense, $346,000 in stock based compensation and $4,000 in depreciation expense; the Company was able to increase these expenses by the amounts noted primarily as a result of additional funding which enabled increased efforts in these areas. The additional exploration costs in the first half of June 30, 2007 in relation to the first half of 2006 resulted from increases of approximately $1,623,000 in property evaluation expenses, $399,000 in exploration office costs, $284,000 in expenses for other projects in the United States and other areas, and $179,000 in metallurgical studies expenses.

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Three Months Ended June 30, 2007 Compared to Three Months Ended June 30, 2006:

Geovic Mining had a $1,747,770 net loss in the three months ended June 30, 2007, in comparison with a $1,279,094 net loss in the same period of 2006. For both periods, the Company had no material revenues from operations and incurred losses, as it has since its inception. The larger net loss in the second quarter of 2007 was primarily due to higher operating expenses compared to the comparable period in 2006 due to the availability of additional funds. In addition, the Company had $338,000 of income tax expense in the second quarter of 2007 compared with $160,721 in the second quarter of 2006, and it recorded $900,760 as minority interest during the three months ended June 30, 2007 in relation to $0 in the second quarter of 2006. Operating expenses in the quarter ended June 30, 2007 totaled $3,151,041, an increase of approximately $2,025,000 from the $1,125,639 of operating expenses in the second quarter of 2006. The increase in operating expenses during the second quarter of 2007 in relation to the same period of 2006 was due primarily to increases of approximately $1,386,000 in exploration costs due to increased funds, $474,000 in head office and management expense, $162,000 in stock based compensation and $3,000 in depreciation expense. The increase in exploration costs in the quarter ended June 30, 2007 compared with the same period in 2006 was due to increases of approximately $739,000 in property evaluation expenses related to the Cameroon project, $400,000 in exploration office costs, $233,000 in expenses for other projects in the United States and the Philippines, and $13,000 in metallurgical studies expenses.

As disclosed elsewhere in this quarterly report, the Company raised approximately $73 million, net of offering expenses, from two public offerings completed outside the United States during the first four months of 2007. On May 30 we also received net proceeds of $2.94 million upon the partial exercise of an over-allotment option from the April 2007 offering. When added to the net proceeds received from the Subscription Receipt financing at the completion of the RTO on December 1, 2006 and after expenditures in the ordinary course of our business through May 2007, we had approximately $74.5 million of cash resources as of June 30, 2007, not including approximately $8.27 Million of cash held by GeoCam, representing capital advances made by Geovic that are held by GeoCam and budgeted for other uses. The intended uses of the Geovic Mining funds during the balance of this present fiscal year and thereafter are as follows:

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We do not expect any significant variances between the anticipated principal uses of funds set forth above and the actual expenditures of funds. Minor positive or negative variances, if any, would affect the funds projected for general corporate purposes, but it is not expected that they would significantly impact the Company’s ability to meet its objectives.

Cash Flows, Liquidity, Capital Resources and Obligations

Our primary source of cash during 2006 was proceeds from the sale of our securities. Geovic received $4.515 million from private placements of equity which were completed on May 24, 2006. We also received net proceeds of approximately $9.5 million from the Subscription Receipt Financing upon completion of the RTO transaction.

On May 1, 2006 (as amended through October 31, 2006), Geovic entered into an agreement (the “FG Agreement”) with Frank Giustra, an unaffiliated person on behalf of a group of investors (the “FG Group”) and William Buckovic, the founder and President of Geovic, with respect to a reverse takeover of a Toronto Stock Exchange-Venture (“TSXV”) listed company. The FG Agreement provided that FinCo, a private Cayman Islands exempt company, would be incorporated with an initial capitalization of 15 million shares (9 million common shares and 6 million preferred shares) and 3 million common share purchase warrants (the “FinCo Performance Warrants”). The terms of the preferred shares and FinCo Performance Warrants provided that they would be convertible into FinCo common shares and exercisable into FinCo common shares, respectively, upon the completion of one or more equity financings at no less than $2.25 per share for minimum gross proceeds to Geovic of $60 million. The terms of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) issued in the RTO in exchange for the FinCo preferred shares provided for conversion into the Company’s common stock upon the completion of certain future financing events and the terms of the warrants issued by the Company (the “Performance Warrants”) upon the cancellation of the FinCo Performance Warrants include that they would become exercisable (i.e. would “vest”) to purchase the Company’s common stock upon the occurrence of certain similar events. Effective February 26, 2007, in connection with the public offering by the Company which was completed on March 6, 2007, the FG Agreement was superseded and replaced with a new agreement among the Company, the FG Group and the holders of the Series A Preferred Stock of the Company (the “Letter Agreement”). In accordance with the Letter Agreement, the holders of 4,175,000 shares of Series A Preferred Stock exchanged their shares for a like number of newly issued shares of common stock, leaving 1,825,000 shares of Series A Preferred stock outstanding, all of which would be automatically converted into a like number of Company common stock if the holders of Series A Preferred Stock assisted the Company to complete at least $18.25 million of additional equity financing at any time before June 1, 2008 (a “Follow on Offering”). Also, Performance Warrants to purchase up to 1,174,000 shares of Company stock, held by seven persons, became exercisable at $2.25 per share, with an expiration of March 6, 2010, leaving 1,825,000 Performance Warrants outstanding, all of which would vest upon completion of one or more Follow on Offerings under which at least $18.25 million in equity was raised by the Company.

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On April 27, 2007, the Company completed a Follow on Offering and received net proceeds of approximately $29.6 million, after commissions and related expenses. As a result, all outstanding Series A Preferred shares were converted into a like number of shares of Company common stock and all 1,825,000 outstanding Performance Warrants became vested at an exercise price of $3.06 per share, and are exercisable at anytime until April 27, 2010.

At June 30, 2007 we had cash and cash equivalents of approximately $87 million, including the unexpended portion of advances we made to GeoCam in May 2007 in accordance with the GeoCam Shareholders Agreement pursuant to which there was an increase in share capital. Our cash resources included approximately $76 million of net proceeds we received from the two public offerings we completed in 2007, including an exercise of the over-allotment option on May 30. The funds are invested in U.S. dollar money market funds which invest in short-term investment grade debt and money market securities, and used as described above.

During the fourth quarter of 2006 the Company’s principal source of cash was the RTO transaction that closed on December 1, as a result of which the Company received net proceeds $9.5 million from the Subscription Receipt Financing. At December 31, 2006, we had cash and cash equivalents of approximately $9.37 million, and working capital of approximately $7.69 million, compared to cash of $.93 million and working capital of approximately $.75 million at December 31, 2005. Geovic determined that it would more readily be able to raise required capital to finance the exploration and development of the GeoCam properties if it became a public company with publicly traded securities. This plan was confirmed by our capital raising activities during the first four months of 2007. Our ability to complete our planned commencement of mining operations on the Nkamouna project exploration and development activities related to the other Cameroon properties depends on raising significant additional capital, to fund these activities, particularly the significant expenses we expect to incur in connection with opening the initial mine and processing facilities. Raising such capital depends on a number of factors that are partly or wholly outside of our control. As described in Item 1A, Risk Factors, it may not be possible to raise sufficient capital on a timely basis, at an acceptable cost or on reasonable terms.

During the year ended December 31, 2006, we used approximately $4,318,000 for operating activities, an increase of approximately $2,133,000 more than Geovic expended in 2005. This significant increase was possible because we had cash proceeds from private placements available in 2006, and substantially less cash available in 2005. A large majority of the 2006 operating expenditures were made to further explore and bring the Nkamouna and Mada deposits closer to a point where mining would be feasible. As noted above, this increase in operating expenditures led to larger losses in 2006. Our investing activities increased $98,000 in 2006. Financing activities provided approximately $12,858,000 net after expenses in 2006, an increase of approximately $9,771,000 over the $3,087,000 provided by 2005 financing activities. This increase was largely due to the issuance of common stock and stock purchase warrants in 2006 associated with the RTO transaction completed on December 1, 2006, and the sale of Geovic common stock in May 2006. As a result, our cash balances increased by approximately $8,438,000 in 2006 compared to a $899,000 increase in 2005.

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We expect that GeoCam will enter into commitments during 2007 and thereafter for significant expenditures related to anticipated mining activities and exploration and development of its other properties. Under the shareholder agreement among Geovic and the minority shareholders of GeoCam, among other things, the minority shareholders have agreed, pursuant to certain provisions of Cameroon business law, to pay their respective shares of future capital and related costs expected to be incurred in completing the development and bringing into production the Nkamouna deposit in Cameroon. However, if the minority shareholders are unwilling or unable to fund their obligations in future years we may advance some or all of such expenditures.

During 2003 Geovic, on behalf of GeoCam. applied for and received a grant under an available agency program from the United States Trade and Development Agency (USTDA). The grant would reimburse 50% of the cost up to a limit of approximately $660,000 of initial feasibility studies for the Cameroon mining project. We drew $240,863 of the grant in 2005. If the project is successful, or if project financing is received, we will be required to repay all amounts received by Geovic to the USTDA. If the project is unsuccessful, the proceeds would not be required to be repaid to USTDA. We have recorded a contingent liability of $240,863 with respect to this arrangement.

Six Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006:

During the first half of 2007, the Company used $3,643,611 in operating activities compared to $1,596,680 in the first six months of 2006, an increase of approximately $2,047,000 due primarily to the increased net loss during the first half of 2007 resulting from the additional availability of capital raised by the Company that enabled an increase in its expenditures. The Company used $872,422 in investing activities in the first half of 2007 in relation to $1,991,095 in the six months ended June 30, 2006, which represented a decrease of approximately $1,119,000 as a result of the purchases of short-term investments in the first six months of 2006. The Company’s financing provided $81,377,106 during the first half of 2007, an increase of approximately $76,645,000 compared with $4,732,228 provided by financing activities in the first half of 2006. This increase resulted largely from the Company issuing common stock and stock purchase warrants associated with the Company’s financings that closed on March 6, 2007 and April 27, 2007. The cash balances of the Company increased by $76,861,073 in the first half of 2007 in relation to an increase of $1,144,453 during the same period of 2006.

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Three Months Ended June 30, 2007 Compared to Three Months Ended June 30, 2006:

During the three months ended June 30, 2007, the Company used $948,918 in operating activities in comparison with $1,090,120 in the second quarter of 2006, a decrease of approximately $141,000. The Company used $824,581 in investing activities in the three months ended June 30, 2007 in relation to $1,991,095 in the same period of 2006, a decrease of approximately $1,167,000 due to purchases of short-term investments during the second quarter of 2006. The financing activities of the Company provided $38,675,430 during the second quarter of 2007, an increase of approximately $33,943,000 in comparison to the $4,732,226 provided by financing activities in the second quarter of 2006. This increase compared to the second quarter of 2006 was due primarily to the issuance of common stock and stock purchase warrants associated with the Company’s financing that closed on April 27, 2007, and with the related partial exercise of the over-allotment option that closed on May 30, 2007. As a result, the cash balances of the Company increased by $36,901,931 in the second quarter of 2007 in comparison with a $1,651,011 increase in the comparable period of 2006.

The Company has no standby financing arrangements in place.

Changes in Accounting Policies including Initial Adoption

We have made only the following significant changes in our accounting policies since the beginning of 2007:

Recent United States accounting pronouncements may have a future effect on our tax and accounting procedures and reporting:

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In September 2006, the FASB issued SFAS 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands fair value disclosures. The standard does not require any new fair value measurements. This standard is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact on our financial statements for the current tax year.

We do not have any 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are participating in the development and providing management services for the Nkamouna cobalt-nickel project in Cameroon, Africa held by Geovic Cameroon, PLC., (“GeoCam”) our 60% owned subsidiary. In addition, the Company is engaged in the acquisition of mineral projects in other countries, including the United States.

The value of our properties is related to a large extent to commodity prices for cobalt and nickel and for any other minerals for which we may acquire a property interest. Adverse changes in the worldwide prices of cobalt and, to a lesser extent, nickel could negatively affect our ability to obtain project financing for the Nkamouna project and ultimately to generate revenue from the GeoCam properties.

Cobalt and other metal prices may fluctuate widely from time to time and are affected by numerous factors outside our control, including the following: expectations with respect to the rate of inflation, exchange rates, interest rates, global and regional political and economic circumstances and governmental policies, and technological developments requiring uses of cobalt or substitute materials. World cobalt and nickel prices has risen significantly in the past several years and reached monthly peaks of approximately $32.44 per pound in April 2007 for cobalt as quoted by Platt’s Metals Week and $23.66 per pound as quoted by the London Metals Exchange in May 2007 for nickel. Since that time, prices dropped and the respective quoted prices are near $24.00 per pound for cobalt and $12.00 per pound for nickel in mid-August 2007. Cobalt is used for rechargeable batteries, super alloys mainly for jet engines, chemicals, wear resistant alloys, catalysts and magnets. The largest demand for nickel is for use in stainless steel alloys.

Because we have exploration operations in Cameroon, and may have operations in other countries, we are subject to foreign currency fluctuations. We do not engage in currency hedging to offset any risk of currency fluctuations as GeoCam’s reporting currency is the U.S. dollar.

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We have no debt outstanding, nor do we have any investment in debt instruments other than highly liquid short-term investments. Accordingly, we consider our interest rate risk exposure to be insignificant at this time.

The Geovic Mining principal executive officer and principal financial officer have evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2007. Based on the evaluation, the principal executive officer and principal financial officer concluded that the disclosure controls and procedures in place are effective to ensure that information required to be disclosed by the Corporation, including consolidated subsidiaries, in reports that the Corporation files or submits under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable time periods specified by the Securities and Exchange Commission rules and forms. There has been no change in the Corporation’s internal control over financial reporting during the quarter ended June 30, 2007, that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Geovic Mining will continue to develop, maintain, and review the effectiveness of our internal control over financial reporting and will implement changes as necessary or appropriate.

The risk factors presented below amend and restate the risk factors previously disclosed in our Registration Statement on Form 10.

An investment in our common stock or our warrants involves a high degree of risk. Additional risks not presently known to us or which our management currently considers immaterial could also adversely affect our business. We have attempted to identify the major factors that could cause differences between actual and planned or expected operating results, and have included the risks that we believe are material. If any of the following risks actually occur, our business, financial condition and operating results could be materially adversely affected.

We are at an early stage of development and have no operating history as an independent company. Our future revenues and profits are uncertain.

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We are an exploration-stage venture without significant operating history as an independent company. None of our properties is currently producing cobalt or nickel and there can be no assurance that these properties, or others that may be acquired in the future, will produce minerals in commercial quantities or otherwise generate operating earnings. If we commence mining activities on the Nkamouna deposit by late 2009 as planned, we may continue to incur losses beyond the period of commencement of such activity. There is no certainty that we will produce revenue, operate profitably or provide a return on investment in the future. If we are unable to generate revenues or profits, our shareholders 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.

The Company has no history of producing metals and none of the GeoCam properties are currently producing. Historically, Geovic Mining incurred losses, on an annual basis, since its inception and it is expected that the Company will incur losses unless and until such time as the Nkamouna deposit is placed into commercial production and generates sufficient revenue to fund continuing operations. The development of the Nkamouna deposit 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.

We will be subject to all of the risks associated with establishing new mining operations and business enterprises including: timing and cost of the construction of mining and processing facilities; the availability and costs of skilled labor and mining equipment; the availability and cost of appropriate processing materials and equipment; the need to obtain additional environmental and other governmental approvals and permits, and the timing of obtaining those approvals and permits; availability of off-take agreements or metal sales contracts; and the availability of funds to finance construction and development activities. Further, the costs, timing and complexities of mine construction and development are increased by the remote location of the GeoCam 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.

If we lose key personnel or are unable to attract and retain additional 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, William A. Buckovic, David C. Beling, Gary Morris, and Greg Hill (currently Chief Executive Officer, President, Chief Operating Officer, Senior Vice President and acting Chief Financial Officer, respectively) and other key employees that we hire in the future. Loss of any of these people 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.

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We may not be reimbursed by GeoCam for significant expenditures we have made on its behalf.

Geovic holds only 60% of GeoCam which holds the rights to exploit the cobalt-nickel deposits in Cameroon. However, through 2006 Geovic provided all of the funds necessary to carry out the activities of GeoCam, totaling about $31 million. Until April 9, 2007, there was no shareholder agreement among the GeoCam shareholders. Under the shareholder agreement adopted on that date, minority interest owners agreed to fund operating costs in 2007 and thereafter subject to certain stipulations of Cameroon business law. However, it is possible that the minority shareholders will be unable to provide their respective share of GeoCam funding, and we may, once again, be required to advance all the funds necessary to place the Cameroon properties into production, possibly under the provisions of a loan agreement between Geovic and GeoCam. Under Cameroon law all of the financial statements of GeoCam must be approved and certified by an accredited Cameroon state auditor. All or a portion of the funding previously advanced by Geovic may not be certified and approved by the state auditor and therefore we may not be reimbursed for all our previous advances to GeoCam. It is likely that reimbursement for some or all of our previous advances to GeoCam will be paid from future operating profits of GeoCam, if any.

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. Its seven employees have managed the exploration of the GeoCam deposits, negotiated the terms of the required Cameroon government approvals and permits, and the RTO and financings we have completed. Under the GeoCam Shareholder Agreement we will continue to provide nearly all such services. Our ability to manage the 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 growth of GeoCam effectively, our business and financial condition could be materially harmed.

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

Our ability to place the GeoCam properties into production will be dependent to a large part upon using the services of appropriately experienced personnel or contractors working under our supervision and purchasing equipment, or entering into agreements with other major resource companies that can provide such expertise or equipment. We expect to recruit and train a significant local work force, few, if any, of whom have any related experience. We may not have available to us, or we may be unable to acquire on satisfactory terms, the necessary expertise or equipment when we place our mineral properties into production.

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