1398005--3/16/2009--GEOVIC_MINING

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We are an exploration stage company and have no operating history as an operating company. Any future revenues and profits are uncertain. The actual capital costs and mine operating costs to be incurred in connection with opening the Nkamouna Project may be significantly higher than anticipated. Volatility in worldwide financial and commodities markets and economic recession are likely to delay project financing for the Nkamouna Project and could make project financing unavailable for the foreseeable future. Recent market events and conditions may adversely affect our business and the mining industry. General economic conditions may adversely effect our growth and profitability. GeoCam may fail to secure Nkamouna Project financing if lenders or their advisors conclude that changes to the complex ore processing techniques considered in the technical analyses currently being conducted and any subsequent feasibility study are not adequately tested, or feasible. 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. The GeoCam minority shareholders may fail to pay their share of future GeoCam capital. Our lack of operating experience may cause us difficulty in managing our growth. Our dependence on many outside service providers to place the Nkamouna Project into production may delay mine opening or operation. Our acquisition, exploration and evaluation activities may not be commercially successful. 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 mining exploration, planned development and operating activities are inherently hazardous and may not be insured or insurable. Our present reserve estimates may be inaccurate which could adversely affect our future mining activities. We face intense competition in the mining industry. 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. 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. Challenges to our title to mineral properties in which we may have an interest could affect our exploration or development rights. Our exploration and development operations are subject to continuously evolving environmental regulations, which could result in incurrence of additional costs and operational delays. 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 may develop conflicts of interest with other natural resource companies with which one of our directors may be affiliated. Many factors beyond our control could adversely affect our future profitability. 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. General and Cameroon economic conditions could adversely affect our future results. Political unrest or changes in Cameroon or nearby countries could interfere with our operating or financing activities. 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. We may continue to fail to achieve and maintain the adequacy of internal control over financial reporting as required of the Sarbanes-Oxley Act. 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. Conditions beyond our control may cause wide price fluctuations in the market price of our common stock and warrants. 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. We do not intend to pay cash dividends in the near future. 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.

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1398005--3/16/2009--GEOVIC_MINING_CORP.