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ORGANIZATION AND DESCRIPTION OF BUSINESS
9 Months Ended
Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization And Description Of Business
NOTE 1– ORGANIZATION AND DESCRIPTION OF BUSINESS
 
Applied Minerals, Inc. (the “Company” or “Applied Minerals” or “we” or “us”) (OTC: AMNL) is the owner of the Dragon Mine located in the Tintic Mining District of the State of Utah from where it produces halloysite clay and iron oxide. The Company markets its halloysite clay under the DRAGONITE trade name. The Company markets its DRAGONITE halloysite clay products into the as an additive into the ceramic, molecular sieve, catalyst, polymer, flame retardant, and coatings markets. The Company regularly sells its halloysite clay products to six customers. Several prospective customers are conducting either commercial-scale trials or field trials for an array of products that use DRAGONITE. The Company believes its DRAGONITE halloysite clay has potential use in lithium-ion battery formulations. In particular, halloysite has been shown to be an effective precursor of porous silicon for use as anode material, a coating to improve the conductivity of separators and an additive to improve the conductivity of solid polymer electrolytes.

 
Applied Minerals is a publicly traded company incorporated in the state of Delaware. The common stock trades on the OTCQB under the symbol AMNL.  
 
Status of the Company for SEC Reporting Purposes
 
The Company is classified as an “exploration stage” company for purposes of Industry Guide 7 of the U.S. Securities and Exchange Commission (“SEC”).
 
Under Industry Guide 7, companies engaged in significant mining operations are classified into three categories, referred to as “stages” - exploration, development, and production.
 
Exploration stage includes all companies that do not have established reserves in accordance with Industry Guide 7. Such companies are deemed to be “in the search for mineral deposits.” Notwithstanding the nature and extent of development-type or production-type activities that have been undertaken or completed, a company cannot be classified
 
as a development or production stage company unless it has established reserves in accordance with Industry Guide 7.
 
Sale of Iron Oxide Assets
 
On August 9, 2022 the Company closed on the sale of the rights to its iron oxide resource, 20 million shares of restricted common stock, its Alpine Mill building, and related milling equipment. In exchange for $300,000, less a previously paid down payment of $120,000 and $20,000 of reimbursable legal expenses, the Company sold to BMI Minerals Company
 ("
BMCO")
the rights to its iron oxide resource and 20 million restricted shares of common stock of the Company.
 
The market value of the shares of common stock issued to BMCO was $42,000.
 
In exchange for $1,700,000, the Company sold to Brady McCasland, Inc.
 ("BMI")
, a company affiliated with BMCO,
its Alpine Mill building and related iron milling equipment. In conjunction with the sale of the Alpine Mill building the Company entered into (i) a ground lease with a term of 100 years, (ii) a Mining Operations Agreement and a (iii) Milling Operations Agreement.

The net gain
recognized by the Company
on the sale of the iron oxide assets was
$1,938,000 which is
equal to
the gross proceeds of $2,000,000
realized from the sale
less the
$42,000
market value of the
common stock issued to BMCO less $20,000
of legal expenses incurred by BMCO
that were
reimbursed by the Company.

As part of the sale the Company agreed to pay waiver fees of $375,000 to the majority holders of each of its Series A PIK Notes and Series 2023 Notes.
 
The $750,000 in PIK Note waiver fees is included as other expense in the Company’s Consolidated Statements of Operations. Additionally, to provide the necessary waivers related to the sale of the Iron Oxide Assets, the majority holders of the each of the Series A PIK Notes and Series 2023 Notes required that directors Mario Concha, Robert Betz, John Levy and Geoffrey Scott relinquish approximately $1.9 million of accrued and unpaid fees and related compensation owed to them as of August 2022.
 
Directors Concha, Betz, Levy and Scott all agreed to relinquish their fees and related compensation, which are included as a capital contribution in the Company’s Consolidated Statements of Equity.

M
ining Operations Agreement and Milling Operations Agreement
I
n conjunction with
entering into the sale of the Iron Oxide Assets, the Company entered into a Mining Operations Agreement
with
BMCO
and a Milling Operations Agreement
with
BMI.
Under the
terms of the
Mining Operations Agreement,
AMI will be required to extract, haul, store and prepare for processing the 
i
ron 
o
xide 
m
inerals (“Mining”) for BMCO. BMCO will reimburse AMI for all direct Mining costs and pay AMI 10% of the labor costs included in the Mining costs as a fee. AMI will have direct oversight over all Mining activities including the activities of contract labor that may be utilized for Mining. The Mining Operations Agreement will require AMI to make available to BMCO iron mining equipment owned by AMI. Under the Mining Operations Agreement, BMCO will pay AMI, depending on the sale price, either 20% or 25% of the gross profit of any sales of crushed, screened or milled iron to four Qualified Customers that have been developed by AMI.
 
Under the terms of the Milling Operations
Agreement,
AMI will be required to mill, package and prepare for shipping (“Milling”) the iron oxide minerals for BMI. BMI will reimburse AMI for any costs it incurs directly related to Milling of iron oxide minerals for BMI. BMI will also pay AMI 10% of the labor costs included in the Milling costs as a fee. AMI will have direct oversight over all Milling activities including the activities of any contract labor that may be utilized for Milling. As part of the Milling Operations Agreement, BMI will agree to allow AMI to utilize any excess capacity of the Mill. BMI and AMI will each pay its share of the maintenance expense of the Mill based on the volume of minerals each processes through the Mill. AMI will maintain ownership of the laboratory equipment located in the Mill and allow BMI to use the equipment for a fee.
 
Settlement with Mining Services Contractor
In March 2022, the Company entered into a Settlement Letter with a former contractor for an amount equal to $200,000. Under the terms of the Settlement Letter, the Company agreed to (i) make ten consecutive monthly cash payments of $10,000 to the former contractor beginning in April 2022 and (ii) issue 4,444,444 restricted shares of common stock to the former contractor. If the weighted average trading price of the shares of the Company’s common stock over the five trading days immediately preceding October 1, 2022 (“WATP”) was less than $0.0225 per share, the Company agreed, at its option, to (a) issue to the former contractor a number of shares of common stock equal to ((4,444,444 x (0.0225 – WATP)) / (0.9 x WATP)) or (b) make a cash payment to the former contractor equal to ((4,444,444 x (0.0225 – WATP)).
Prior to the close of the sale of the iron oxide assets, the contractor filed a lien on the Dragon Mine property related to amounts owed under the March 2022 settlement agreement. In July 2022, the Company and the contractor entered into a final settlement agreement under which, upon the close of the sale of the iron oxide, the Company paid the contractor $49,732 in cash and issued to the contractor an additional 17,777,777 restricted shares of common stock. In total the Company paid the contractor $111,111 in cash and issued to the contractor 22,222,221 restricted shares of common stock.
 
 
 

Exploration Agreement
 
On December 22, 2017, the Company and Continental Mineral Claims, Inc. (“CMC”) entered into an Exploration Agreement with Option to Purchase (“Agreement”). The Company granted to CMC the exclusive right and option to enter upon and conduct mineral exploration activities (the “Exploration License”) for Metallic Minerals on the Company’s Dragon Mine minesite in Utah (the “Mining Claims”).  Metallic Minerals are defined to include minerals with a high specific gravity and metallic luster, such as gold, silver, lead, copper, zinc, molybdenum, titanium, tungsten, uranium, tin, iron, etc., but shall exclude any such Metallic Minerals that are intermingled within any economically-recoverable, non-metallic mineral deposits located at or above an elevation of 5,590 feet above sea level. Non-metallic minerals include clay and iron oxide, the minerals mined by the Company.  The Company believes that all economic recoverable non-metallic mineral deposits are well above 5,590 feet above sea level. The Exploration License is for a period of ten years.
 
In consideration of the Exploration License CMC paid the Company $350,000 upon the execution of the agreement and paid it $150,000 on the first anniversary of the Exploration License in December 2018. CMC will pay the Company $250,000 on or before each subsequent anniversary during the Exploration License term following the first anniversary of the Effective Date of this Agreement unless the Exploration License is terminated earlier by CMC by exercising the option or failing to make the required payment for the Exploration License.
 
On March 25, 2020, the Company and Tintic Copper and Gold, Inc. (CMC’s successor) (“Tintic”) agreed to lower the exercise price of the Option to $1,050,000 and Tintic immediately exercised the Option. The Company also provided Tintic with a Right of First Offer, which expires on December 21, 2027 and can be extended to December 21, 2032 for $250,000.
 
Upon the exercise of the option, the Company retained the all rights and title to (1) the surface interest (with exception of those rights associated with the Metallic Rights), and (2) all non-metallic minerals (expressly including all industrial minerals including clays and iron oxides).
 
Upon the exercise of the option the Company retained protections against unreasonable interference of its current and future mining operations by CMC. CMC may not do anything that may, at the Company’s determination, adversely impact the Company’s Mining Operations.  “Mining Operations” shall mean the activities incident to mineral extraction, permitting, and any operations by CMC or the Company relating to the removal of minerals, respectively, that are or may reasonably be conducted on the Mining Claims, including the exploration for, and development, active mining, removing, producing and selling of any minerals, including the Metallic Minerals.  The Agreement states that the parties understand that the Company is willing to enter into the Agreement only if it is assured that CMC will not have any right to unreasonably interfere with the Company’s current mining operations and possible future Mining Operations on the Mining Claims.
 
Impact of COVID–19 Pandemic on Financial Statements
 
In December 2019, a novel strain of COVID-19 was reported in China. Since then, COVID-19 has spread globally, to include Canada, the United States and several European countries. The spread of COVID-19 from China to other countries has resulted in the World Health Organization (WHO) declaring the outbreak of COVID-19 as a “pandemic,” or a worldwide spread of a new disease, on March 11, 2020. Since then, many countries around the world imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus and have closed non-essential businesses.
 
The effects of the COVID-19 restrictions adversely affected our business in 2020 and 2021 as certain customers delayed purchases of our DRAGONITE halloysite clay products. As countries, including the U.S., begin to ease restrictions some of our customers have begun, during 2022, to resume their previously planned purchases of our DRAGONITE halloysite clay products.