Summary of GEOVIC MINING CORP.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K for the year ended December 31, 2008 as well as with the financial and related notes and the other information appearing elsewhere in this report. As used in this report, unless the context otherwise indicates, references to "we", "our", "ours" and "us" refer to Geovic Mining Corp. and its subsidiaries collectively.

Overview

This Management's Discussion and Analysis ("MD&A") is intended to provide an analysis of our capital resources and liquidity at September 30, 2009, and financial results of operations for the three and nine months ended September 30, 2009 compared to the prior year periods. All amounts are presented in thousands of U.S. dollars unless indicated otherwise. Reference should also be made to the financial statements filed with this report and the Company's other disclosure materials filed from time to time on, www.sec.gov or the Company's website at www.geovic.net.

Business

We are engaged in the business of exploring for cobalt, nickel, and related minerals through our majority-owned (60%) subsidiary, Geovic Cameroon, PLC ("GeoCam") a financially dependent public limited company duly organized and incorporated under the laws of the Republic of Cameroon. We are also evaluating other exploration prospects, land acquisitions and investments in the mining industry, in the United States and elsewhere, that management believes would provide high-quality diversification opportunities.

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Our future success will be largely dependent on our ability to finalize a development plan and secure required financing to develop the mineral reserves on GeoCam's Nkamouna Project, the first of several deposits on the Cameroon permitted area. A feasibility study on development of a cobalt-nickel-manganese mine and mineral processing facility, delivered in November 2007, estimated that total capital, pre-opening and initial operating expenses for the Nkamouna Project in Cameroon would be approximately $397 million. An optimization study by other outside consultants was then contracted in December 2007 to review and improve the efficiencies and re-examine the Nkamouna Project capital and operating costs described in the feasibility study. The optimization study, completed in September 2008, also advanced mining plans, milling and processing facilities plans and estimated anticipated construction and related costs. During the optimization study, it was determined that manganese and scandium can be produced in commercial quantities. Therefore, additional mineral processing facilities were planned. The completed optimization study estimated total capital construction costs (exclusive of escalation) and pre-production operating expenses at approximately $379 million including additional processing equipment required to recover manganese carbonate and scandium. In addition, working capital required during startup and commissioning was estimated at $38 million.

We have undertaken to review some technical and metallurgical aspects of planned metal processing at the Nkamouna Project in an effort to facilitate financing by improving process efficacy and projected profitability and reducing capital costs and process risk. Beginning in late 2008 we reduced the level of pre-construction activity in Cameroon, including reduction of GeoCam staffing during 2009. We have taken these actions because we believe the operating results forecast in the 2008 optimization study may not support financing, particularly under current turbulent economic conditions. Such conditions have historically been accompanied by lower demand for certain commodities and resulting falling commodities prices. Significant volatility in prices for cobalt, nickel and manganese which began in mid-2008 could also impair the availability of and completion of project debt and equity financing.

In October 2009 we announced analysis of additional drilling we completed on the Nkamouna and Mada deposits during 2008 and concluded that estimated non-reserve mineralized material on the two deposits increased 97% to 120.6 million tonnes, grading .25% cobalt, .65% nickel and 1.33% manganese. We expect to revise our mining plan based on these drilling results and update our estimates of proved and probable reserves of cobalt, nickel and manganese by early 2010.

We now expect to engage a qualified consulting firm to perform a new updated independent feasibility study reflecting changes to our planned metallurgical processes and revised mine planning during the fourth quarter of 2009, with a goal of completion of the study in the second quarter of 2010. Once the study is completed satisfactorily GeoCam will be in a position to seek project financing to construct and operate the mining operation.

Securing required financing will also be dependent on numerous additional factors affecting the expected economics of the Nkamouna Project, including:
availability and cost of capital, market conditions and demand for the metals to be produced, satisfying lenders that mineral processing and the financial returns forecast in any development plan will be achievable from a technical standpoint, 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 Project, existing environmental and reclamation commitments, compliance with any additional governmental requirements or approvals associated with Project development and operation, political unrest, geopolitical developments, and the relative competitive position of existing and prospective cobalt and nickel projects worldwide. Other significant factors affecting development of the Nkamouna Project include our ability to recruit, train and retain a stable local workforce and qualified mining professionals to replace those terminated by GeoCam in the first quarter of 2009, and to meet the logistical challenges of developing the project in a relatively undeveloped, remote area in Cameroon.

During the balance of 2009 and early 2010 GeoCam plans to undertake only those budgeted activities which are expected to enhance the value and ultimate development of the Nkamouna Project until we are reasonably satisfied that Nkamouna Project is financially feasible and that debt and equity financing in required amounts can be completed. The GeoCam 2009 budget anticipated approximately $10.4 million of expenditures for the year.

The Company had consolidated cash and cash equivalents of approximately $52.9 million at September 30, 2009, compared to $64.2 million at year end 2008. Approximately $49.1 million is held in the United States. Due to the delay of commencement of construction at Nkamouna and the current level of planned and committed expenditures for 2009, we do not plan to raise debt or equity capital in the near term.

We are the majority shareholder of GeoCam; however, as a matter of policy, we generally do not take major strategic actions or make strategic decisions at GeoCam without general concurrence by the minority shareholders. We view a good working relationship with the minority shareholders of GeoCam as imperative to the future success of the Nkamouna Project. Two of five GeoCam directors are appointed by the minority shareholders.

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Capital Resources and Liquidity

At September 30, 2009 we had approximately $52.9 million of cash and cash equivalents on a consolidated basis, a decrease of approximately $2.1 million from June 30, 2009 and $11.3 million from December 31, 2008. Our cash is invested in U.S. dollar ("US$") highly liquid money market funds, and GeoCam's funds are held in US$ and Cameroon currency in the Cameroon branch of a large international bank. The money market funds in which we invested have not experienced losses during the recent financial crisis.

GeoCam capital increases are funded by the shareholders of GeoCam in accordance with the respective ownership interests prior to the capital increase. In the nine months ended September 30, 2009, cash calls totaling approximately $11.2 million were satisfied, including approximately $6.8 million in cash from the Company. During the three and nine months ended September 30, 2009, approximately $2.1 million and $4.4 million respectively were contributed to GeoCam by unaffiliated minority shareholders under capital calls to shareholders in connection with the capital increase approved by GeoCam shareholders in September 2008.

We do not anticipate generating revenue until we commence operations at the Nkamouna Project. We believe that our current cash resources will satisfy our capital and liquidity requirements at least through 2010 or longer, depending on GeoCam's level of activity. We will be obligated to fund 60.5% of the ongoing GeoCam cash requirements as specified in the GeoCam shareholder agreement. We anticipate that approximately $3.2 million of additional cash will be used to meet the balance of our share of the unfunded portion of the GeoCam 2008 capital increase (see Note 11) and we expect that completion of the capital increase should cover GeoCam's anticipated exploration and operating expenses during the balance of 2009. Additional Geocam capital increases may be required in 2010 and thereafter to fund ongoing operations and limited pre-construction activities.

We expect our general and administrative expenses in the United States to total approximately $2 to 2.5 million during the balance of the year and we anticipate expending approximately $500 additional for acquisition and exploration of other mineral properties, or investment in other resource entities in the United States and elsewhere through 2009. We expect that a significant portion of our cash resources will be expended or committed for these purposes through 2010 or later and that our cash balances will continue to decrease from quarter to quarter.

Any future project debt financing for the Nkamouna Project will likely require GeoCam and its shareholders to furnish a significant portion of the total estimated capital, and initial operating costs. Accordingly if the Nkamouna Project is to be developed, we will be obligated to contribute our proportionate share prior to funding of project debt financing. Based on the current capital cost estimates for the Nkamouna Project and our current cash position, we do not expect to have sufficient cash available to satisfy this obligation at the time it will be required. Our ability to raise required additional capital for this purpose will depend on a number of factors that are partly or wholly outside of our control, including the ongoing world-wide economic turmoil which may make it difficult for the Company, the minority shareholders and GeoCam to obtain the required financing.

In addition to deferral of certain Nkamouna Project development and pre-construction expenditures in 2009, we are also considering other cost reducing measures to preserve our available cash. Alternative development plans for Nkamouna Project currently under evaluation will be considered when technical and economic viability are established.

Neither the Company nor GeoCam has any material debt or other similar obligations or commitments (other than normal trade payables), and we believe that our present capital resources will be sufficient to satisfy capital and liquidity requirements as described above. We have no standby financing arrangements currently in place.

Results of Operations

Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008:

The Company had no revenue from operations and incurred losses during the first nine months of 2009 and 2008, and has had no revenue since inception. The net loss attributed to the company decreased approximately $3.4 million in the first nine months of 2009 compared to the first nine months of 2008. Exploration expenses decreased by $9.9 million compared to 2008 of which $9.6 million represents reduced exploration activity in Cameroon (including consulting activity on the Nkamouna project conducted in the United States) and a decrease of $309 in exploration expense in other Company projects in the United States. In 2009 exploration activity decreased in Cameroon as we wound down our 2008 efforts to increase reserves at the Nkamouna project and establish additional resources for the nearby Mada deposit. We expect to continue a decreased level of exploration and related expenditures during the rest of 2009 and in 2010 in Cameroon.

Stock compensation expense decreased approximately $1.1 million. During the first nine months of both 2009 and 2008 we made annual grants of options under the Stock Option Plan to officers, directors and employee. The decrease was the result of the 2009 options granted having a fair value that was lower than the fair value of the 2008 options and a lower number of options in 2009. We do not anticipate that additional options will be granted to these officers and directors during 2009, but options may be granted to newly hired employees or new directors.

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As an exploration stage company, we have charged our exploration and pre-construction expenses incurred for GeoCam to operations in the periods incurred and no such expenditures have been capitalized. We expect to continue this practice until an anticipated, updated feasibility study is completed and a final development and mining plan is adopted. Once we begin to capitalize expenditures at the Nkamouna project, our results of operations for financial reporting purposes during periods before mining and processing activities begin may change.

Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008:

The Company had no revenue and incurred losses from operations during the third quarters of 2009 and 2008, and has had no revenue from operations since inception. The net loss attributed to the company decreased approximately $1.6 million in the third quarter of 2009 compared to the third quarter 2008. Exploration expenses decreased by $6.8 million in the quarter compared to the year earlier period, most of which represents the decrease in exploration activity in Cameroon (including consulting activity on the Nkamouna Project conducted in the United States). Exploration costs of GeoCam decreased $6.7 million in the quarter due mainly to the decreased activity in 2009 and the sampling and assaying of results of drilling conducted in the last three quarters of 2008. We expect to continue a decreased level of exploration and related expenditures in Cameroon during the remainder of 2009 and into early 2010.

Stock compensation expense decreased approximately $285 in the quarter. The 2009 options granted had a fair value that was lower than in 2008 resulting in a decrease in the expense in the quarter.

General and Administrative expenses in the United States increased $428 in the quarter, when compared to the third quarter of 2008. Salary expense increased in the third quarter 2009 compared to 2008, as we had more employees in 2009. The remainder of the increase in 2009 was mainly related to additional insurance and Denver office expenses, none of which were paid in 2008.

Depreciation was $142 higher in 2009, reflecting a larger number of vehicles and more equipment at GeoCam. We also had reduced interest income in the quarter, reflecting a significantly lower interest rate earned on our cash in 2009 compared to 2008.

As an exploration stage company, we have charged our exploration and pre-construction expenses incurred for GeoCam to operations in the periods incurred and no such expenditures have been capitalized. We expect to continue this practice until a final development and mining plan is adopted and project financing is committed. Once we begin to capitalize expenditures at the Nkamouna Project, our results of operations for financial reporting purposes during periods before mining and processing activities begin, may be affected.

Off-Balance Sheet Arrangements

We have no 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. As discussed above, the stockholders of GeoCam have agreed to additional cash calls to be completed during 2009 under the GeoCam 2008 capital increase described above.

Safe Harbor Statement

Certain statements contained in this report (including information incorporated by reference) are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provided for under these sections. Our forward-looking statements include, without limitation: (a) estimates of expenditures in 2009 and 2010 and our expectations regarding capital raising in the near term; (b) statements regarding future operations and the sensitivity of financial results to the price of cobalt and other metals; (c) statements regarding possible future mineral production from one or more properties that we currently lease or intend to lease [where is this statement?]; (d) estimates of future production costs and other expenses, for specific operations and on a consolidated basis;
(e) statements concerning the sensitivity of cash flows to cobalt and other metals prices; (f) [estimates of future capital expenditures and other cash needs for specific operations and on a consolidated basis and expectations as to the funding thereof[[I think we mostly talk about development costs];
(g) statements as to the potential development of the Nkamouna Project, including estimates of development, construction and other capital costs and financing plans and uncertainties for this project,; (h) statements regarding estimates of future environmental remediation expenses; (i) statements regarding future exploration results; (j) statements regarding management of our short term investments and related matters, and other similar statements; and
(k) anticipated effect of certain litigation matters.

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by those forward-looking statements. Important factors that could cause actual results to differ materially from such forward-looking statements ("cautionary statements") are disclosed under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2008, and in our other filings with the Securities and Exchange Commission, including this Form 10-Q. Many of these factors are beyond our ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements.

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All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements. We disclaim any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.