X0303 4 2009-05-04 0 0000008328 ATLAS MINING CO ALMI 0001459133 Carney Christopher T 110 GREENE ST., SUITE 1101 NEW YORK NY 10012 0 1 0 0 Interim CFO 10% PIK-Election Convertible Note .50 2009-05-04 4 P 0 30000 15000 A 2018-12-15 Common Stock 30000 101428 I Material Advisors LLC Pursuant to a series of note issuances, on May 4, 2009 Atlas Mining Company (the "Company") issued to Material Advisors LLC ("Material Advisors") a 10% PIK-Election Convertible Note ("Note") in the principal amount of $15,000. Reporting person is the owner of a minority interest in Material Advisors. This filing will not be deemed an admission that reporting person is a beneficial owner of the Note or the Common Stock into which the Note is convertible and because voting and investment decisions of Material Advisors require and are made by three or more individuals the ownership of the Note and all of the Common Stock into which the Note is convertible is expressly disclaimed. The Note has a maturity date of December 15, 2018. At Noteholder's option, amounts outstanding under the Note may be converted at the conversion price of $.50 per share (the "Conversion Price") into Common Stock at any time after the Company has authorized sufficient shares to convert amounts outstanding under all of the notes of the series into Common Stock. The amount outstanding under the Note will be mandatorily convertible into Common Stock of the Company upon: (i) the Company's authorization of a sufficient number of shares to convert amounts outstanding under all of the notes of the series into Common Stock; (ii) the average closing bid or market price of Common Stock for the preceding five trading days being in excess of the Conversion Price; and (iii) either (a) the Company has filed a registration statement for the resale of the number of shares of Common Stock into which the outstanding amount under a Note is convertible, or (b) the shares are resalable under Rule 144. The principal amount of $15,000 presently outstanding under the Note would convert into 30,000 shares of Common Stock. Material Advisors owns a note in the same series in the principal amount of $25,000, convertible into 71,428 shares of Common Stock as reported on the Form 4 filed by reporting person on April 29, 2009. /s/ Christopher T. Carney 2009-05-04