X0303 4 2009-04-09 0 0000008328 ATLAS MINING CO ALMI 0001459133 Carney Christopher T 110 GREENE STREET, SUITE 1101 NEW YORK NY 10012 0 1 0 0 Interim CFO 10% PIK - Election Convertible Note .35 2009-04-09 4 P 0 71428 25000 A 2018-12-15 Common Stock 71428 71428 I Material Advisors LLC Pursuant to a series of note issuances, Atlas Mining Company (the "Company") issued to Material Advisors LLC a 10% PIK-Election Convertible Note ("Note") in the principal amount of $25,000. Reporting person is the owner of a minority interest in Material Advisors LLC. 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. Note maturity date is December 15, 2018. At Noteholder's option, amounts outstanding under Note may be converted into Common Stock at any time after Company has authorized sufficient shares to convert amounts outstanding under all notes of the series into Common Stock at the conversion price of $.35 per share (the "Conversion Price"). The amount outstanding under the Note will be mandatorily convertible into Common Stock of 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) 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) Company has filed a registration statement for the resale of the number of shares of Common Stock into which the outstanding amount under Note is convertible, or (b) the shares are resalable under Rule 144. The principal amount of $25,000 presently outstanding under the Note would convert into 71,428 shares of Common Stock. /s/ Christopher T. Carney 2009-04-28