X0303 4 2009-05-06 0 0000008328 ATLAS MINING CO ALMI 0001414860 IBS CAPITAL LLC ONE INTERNATIONAL PLACE SUITE 2401 BOSTON MA 02110 0 0 1 0 0001415021 IBS TURNAROUND FUND (QP) (A LTD PARTNERSHIP) ONE INTERNATIONAL PLACE STE 2410 BOSTON MA 02110 0 0 1 0 Common Stock 2009-05-06 4 S 0 350000 .50 D 13972415 I See Note 6. Common Stock 2009-05-06 4 A 0 350000 .50 A 13972415 I See Note 6. Common Stock 2009-05-06 4 S 0 2500 .58 D 13969915 I See Note 7. 10% PIK-Election Convertible Notes .35 Common Stock 1428571 2 I See Notes 1 and 2. 10% PIK-Election Convertible Notes .50 Common Stock 1000000 2 I See Notes 1 and 4. IBS Capital LLC is the general partner of The IBS Turnaround (QP) Fund (A Limited Partnership) and The IBS Turnaround Fund (A Limited Partnership). IBS Capital LLC is the investment adviser of The IBS Opportunity Fund (BVI), Ltd. Pursuant to a series of note issuances on December 30, 2008, the issuer issued to each of The IBS Turnaround (QP) Fund (A Limited Partnership) and The IBS Turnaround Fund (A Limited Partnership) a 10% PIK-Election Convertible Note (collectively, the "0.35 Notes", each a "0.35 Note") on substantially the same terms and conditions. The 1,428,571 shares of common stock of Atlas Mining Co. ("Common Stock") into which outstanding amounts are convertible under the 0.35 Notes include: (i) 1,028,571 shares into which amounts payable under a 0.35 Note by the issuer to The IBS Turnaround (QP) Fund (A Limited Partnership) are convertible and (ii) 400,000 shares into which amounts payable under a 0.35 Note by the issuer to The IBS Turnaround Fund (A Limited Partnership) are convertible. The 0.35 Notes mature on December 15, 2018. At the noteholder's option, amounts outstanding under a 0.35 Note may be converted into Common Stock at any time after the issuer has authorized sufficient shares to convert such amounts outstanding into Common Stock at the conversion price of $0.35 per share (the "0.35 Conversion Price"). The amount outstanding under a 0.35 Note shall be mandatorily converted into Common Stock of the issuer at the 0.35 Conversion Price of upon: (i) the issuer's authorization of a sufficient number of shares to convert amounts outstanding under all of the notes in the series into Common Stock; (ii) the average closing bid or market price of Common Stock for the preceding five days being in excess of the 0.35 Conversion Price; and (iii) either (a) the issuer has filed a registration statement for the resale the number of shares of Common Stock into which the outstanding amount under a 0.35 Note is convertible or (b) the shares are resalable under Rule 144. Pursuant to a series of note issuances on May 4, 2009, the issuer issued to each of The IBS Turnaround (QP) Fund (A Limited Partnership) and The IBS Turnaround Fund (A Limited Partnership) a 10% PIK-Election Convertible Note (collectively, the "0.50 Notes", each a "0.50 Note") on substantially the same terms and conditions. The 1,000,000 shares of Common Stock into which outstanding amounts are convertible under the 0.50 Notes include: (i) 640,000 shares into which amounts payable under a 0.50 Note by the issuer to The IBS Turnaround (QP) Fund (A Limited Partnership) are convertible and (ii) 360,000 shares into which amounts payable under a 0.50 Note by the issuer to The IBS Turnaround Fund (A Limited Partnership) are convertible. The 0.50 Notes mature on December 15, 2018. At the noteholder's option, amounts outstanding under a 0.50 Note may be converted into Common Stock at any time after the issuer has authorized sufficient shares to convert such amounts outstanding into Common Stock at the conversion price of $0.50 per share (the "0.50 Conversion Price"). The amount outstanding under a 0.50 Note shall be mandatorily converted into Common Stock of the issuer at the 0.50 Conversion Price of upon: (i) the issuer's authorization of a sufficient number of shares to convert amounts outstanding under all of the notes in the series into Common Stock; (ii) the average closing bid or market price of Common Stock for the preceding five days being in excess of the 0.50 Conversion Price; and (iii) either (a) the issuer has filed a registration statement for the resale the number of shares of Common Stock into which the outstanding amount under a 0.50 Note is convertible or (b) the shares are resalable under Rule 144. The 350,000 shares sold on May 6, 2009 were sold as follows: (i) The IBS Turnaround (QP) Fund (A Limited Partnership) sold 255,000 shares to The IBS Opportunity Fund (BVI), Ltd. and (ii) The IBS Turnaround Fund (A Limited Partnership) sold 95,000 shares to The IBS Opportunity Fund (BVI), Ltd. After the completion of the transactions, (i) The IBS Turnaround (QP) Fund (A Limited Partnership) holds 8,415,398 shares; (ii) The IBS Turnaround Fund (A Limited Partnership) holds 3,131,742 shares; and (iii) The IBS Opportunity Fund (BVI), Ltd. holds 2,425,275 shares. The 2,500 shares sold on May 6, 2009 were sold as follows: (i) The IBS Turnaround (QP) Fund (A Limited Partnership) sold 1,800 shares and (ii) The IBS Turnaround Fund (A Limited Partnership) sold 700 shares. After the completion of the transactions, (i) The IBS Turnaround (QP) Fund (A Limited Partnership) holds 8,413,598 shares; (ii) The IBS Turnaround Fund (A Limited Partnership) holds 3,131,042 shares; and (iii) The IBS Opportunity Fund (BVI), Ltd. holds 2,425,275 shares. IBS Capital LLC, by David A. Taft, Manager 2009-05-08 IBS TURNAROUND FUND (QP) (A LTD PARTNERSHIP) By IBS Capital LLC, Its General Partner, David A. Taft, Manager 2009-05-08