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Applied Minerals, Inc. – ‘10-Q’ for 9/30/22 – ‘EX-10.6’

On:  Wednesday, 11/30/22, at 8:53am ET   ·   For:  9/30/22   ·   Accession #:  1575872-22-1194   ·   File #:  0-31380

Previous ‘10-Q’:  ‘10-Q’ on 8/22/22 for 6/30/22   ·   Latest ‘10-Q’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/30/22  Applied Minerals, Inc.            10-Q        9/30/22   72:11M                                    DataTracks Svcs Ltd./FA

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   4.39M 
 2: EX-10.1     Material Contract                                   HTML     77K 
11: EX-10.10    Material Contract                                   HTML     73K 
 3: EX-10.2     Material Contract                                   HTML     73K 
 4: EX-10.3     Material Contract                                   HTML     74K 
 5: EX-10.4     Material Contract                                   HTML     65K 
 6: EX-10.5     Material Contract                                   HTML     31K 
 7: EX-10.6     Material Contract                                   HTML     35K 
 8: EX-10.7     Material Contract                                   HTML     22K 
 9: EX-10.8     Material Contract                                   HTML     22K 
10: EX-10.9     Material Contract                                   HTML    117K 
16: EX-95       Mine-Safety Disclosure                              HTML     20K 
12: EX-31.1     Certification -- §302 - SOA'02                      HTML     23K 
13: EX-31.2     Certification -- §302 - SOA'02                      HTML     23K 
14: EX-32.1     Certification -- §906 - SOA'02                      HTML     19K 
15: EX-32.2     Certification -- §906 - SOA'02                      HTML     19K 
22: R1          Cover Page                                          HTML     66K 
23: R2          Consolidated Balance Sheets                         HTML    126K 
24: R3          Consolidated Balance Sheets (Parenthetical)         HTML     42K 
25: R4          Consolidated Statements of Operations               HTML     86K 
26: R5          Consolidated Statements of Changes in               HTML    110K 
                Stockholders' Deficit                                            
27: R6          Consolidated Statements of Cash Flows               HTML    124K 
28: R7          Organization and Description of Business            HTML     58K 
29: R8          Going Concern and Basis of Presentation             HTML     25K 
30: R9          Basis of Reporting and Significant Accounting       HTML     75K 
                Policies                                                         
31: R10         Leases                                              HTML     93K 
32: R11         Deposits                                            HTML     43K 
33: R12         Notes Payable                                       HTML     80K 
34: R13         Convertible Debt                                    HTML    135K 
35: R14         Stockholders' Equity                                HTML     42K 
36: R15         Options and Warrants to Purchase Common Stock       HTML    268K 
37: R16         Per Share Data                                      HTML     25K 
38: R17         Subsequent Events                                   HTML     26K 
39: R18         Basis of Reporting and Significant Accounting       HTML     99K 
                Policies (Policies)                                              
40: R19         Basis of Reporting and Significant Accounting       HTML     38K 
                Policies (Tables)                                                
41: R20         Leases (Tables)                                     HTML     96K 
42: R21         Deposit (Tables)                                    HTML     42K 
43: R22         Notes Payable (Tables)                              HTML     74K 
44: R23         Convertible Debt (Tables)                           HTML    109K 
45: R24         Options and Warrants to Purchase Common Stock       HTML    262K 
                (Tables)                                                         
46: R25         Organization and Description of Business (Details   HTML     94K 
                Textual)                                                         
47: R26         Basis of Reporting and Significant Accounting       HTML     30K 
                Policies (Details)                                               
48: R27         Basis of Reporting and Significant Accounting       HTML     28K 
                Policies (Details Textual)                                       
49: R28         Leases (Details)                                    HTML     25K 
50: R29         Leases (Details 1)                                  HTML     35K 
51: R30         Leases (Details 2)                                  HTML     35K 
52: R31         Leases (Details Textual)                            HTML     23K 
53: R32         Deposits (Details)                                  HTML     25K 
54: R33         Notes Payable (Details)                             HTML     29K 
55: R34         Notes Payable - Summary of Note Payable (Details)   HTML     24K 
                (Parenthetical)                                                  
56: R35         Notes Payable (Details Textual)                     HTML     69K 
57: R36         Convertible Debt (Details)                          HTML     41K 
58: R37         Convertible Debt (Details 1)                        HTML     34K 
59: R38         Convertible Debt (Details Textual)                  HTML     96K 
60: R39         Stockholders' Equity (Details Textual)              HTML     89K 
61: R40         Options and Warrants to Purchase Common Stock       HTML     42K 
                (Details)                                                        
62: R41         Options and Warrants to Purchase Common Stock       HTML     41K 
                (Details 1)                                                      
63: R42         Options and Warrants to Purchase Common Stock       HTML     40K 
                (Details 3)                                                      
64: R43         Options and Warrants to Purchase Common Stock       HTML     51K 
                (Details 4)                                                      
65: R44         Options and Warrants to Purchase Common Stock       HTML     58K 
                (Details Textual)                                                
66: R45         Per Share Data (Details Textual)                    HTML     29K 
67: R46         Subsequent Events (Details Textual)                 HTML     43K 
70: XML         IDEA XML File -- Filing Summary                      XML    111K 
68: XML         XBRL Instance -- amnl-20220930_htm                   XML   1.90M 
69: EXCEL       IDEA Workbook of Financial Reports                  XLSX    116K 
18: EX-101.CAL  XBRL Calculations -- amnl-20220930_cal               XML    105K 
19: EX-101.DEF  XBRL Definitions -- amnl-20220930_def                XML    827K 
20: EX-101.LAB  XBRL Labels -- amnl-20220930_lab                     XML    989K 
21: EX-101.PRE  XBRL Presentations -- amnl-20220930_pre              XML    903K 
17: EX-101.SCH  XBRL Schema -- amnl-20220930                         XSD    161K 
71: JSON        XBRL Instance as JSON Data -- MetaLinks              348±   508K 
72: ZIP         XBRL Zipped Folder -- 0001575872-22-001194-xbrl      Zip    396K 


‘EX-10.6’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

Exhibit 10.6

 

FIRST AMENDMENT TO MILL SALE AGREEMENT

 

This First Amendment to Mill Sale Agreement is ("Mill Amendment ") is made and entered into as of the _______ of July, 2022 by and between APPLIED MINERALS INC., a Delaware corporation, with a mailing address of 1200 Silver City Road, PO Box 432, Eureka, Utah 84628 ("AMI"), and Brady McCasland, Inc., ("BMI”), a Missouri corporation having its principal place of business at 16640 Chesterfield Grove Road, Suite 170, Chesterfield, MO 63005.

 

AMI and BMI may be referred to herein collectively as the "Parties" or individually as a "Party."

 

This Mill Amendment amends the Mill Sale Agreement, dated May 31, 2022, entered into between the Parties. AMI and BMI agree that the Mill Sale Agreement is amended as follows:

 

1.The Table of Contents on page 2 is deleted and replaced with the following,

 

Table of Contents

 

Recitals
   
Article I    Definitions
   
Article II   Sale and Purchase
   
Article III   Representations and Warranties of AMI
   

Article IV   BMI’s Representations and Warranties

   
Article V   Closing 3
   
Article VI     General Provisions

 

 C: 
  C: 1 

 

 

2.The exhibit list on page 3 is deleted and replaced with the following.

 

Exhibit   Title   Section
         
1   Mining Operations Agreement   Recitals
         
2   Milling Operations Agreement   Recitals
         
3   Lease   Recitals
         
4   Buildings and Fixtures   Article I
         
5   Laboratory Equipment   Article I
         
6   Related Equipment   Article i
         
7   Second Amendment   Article I
         
8   Mining Claims   Article 1
         
9   Allocation Schedule   2.2
         
10   Bill of Sale   6(c)
         
11   Settlement Agreement    

 

3.The exhibit numbers in the Mill Sale Agreement are changed as necessary consistent with the foregoing.

 

4.Section 2.2 is deleted and replaced with the following.

 

Section 2.2. Purchase Price. The total purchase price for the items listed in Section 2.1 is one Million Seven Hundred thousand Dollars ($1,700,000.00) (“Purchase Price”). The total lease payments are $10,000 for the entire Initial Term and $1,000 for each Renewal Term. The lease payment for the Initial Term is included in the Price, which will be deemed paid in advance as party of the Purchase Price.

 

 C: 
 2 

 

 

4.Article V is eliminated and Articles VI and VII and renumbered Articles V and VI respectively and the subparagraphs in renumbered Article VI are changed consistent with the foregoing.

 

5.In the definition of the term “Mill” in Article 1, the words and the easement runs with the land” are added at the end and as a part of the sentence The Mill also includes an easement for access, maintenance, use, and support.”

 

6.In Section 2.1, the following sentence In connection with the sale of the Mill, the Mill is constructively severed from the land and, the Mining Claims, on which it is located” is amended to read “In connection with the sale of the Mill, the Mill and any fixtures are constructively severed from the land and the Mining Claims, which are listed in Exhibit 8, on which they are located.

 

7.Renumbered Article V is deleted and replaced with the following

 

ARTICLE V

 

CLOSING

 

The Closing. The Closing of this Mill Sale Agreement (the “Closing”) shall be held on a date that is agreed upon by the Parties from time to time (“Last Date for Closing”). The date upon which the Closing actually takes place, or, if more than one (1) day is required to complete the Closing, the dates upon which the Closing is actually accomplished, shall be deemed and considered the Closing Date.”

 

 C: 
 3 

 

 

The Closing shall take place in accordance with the terms of this Mill Sale Agreement only when all of the conditions of the Closing of this Mill Sale Agreement have been satisfied or waived.

 

If the Closing does not take place on or before the Last Date for Closing, this Mill Sale Agreement shall terminate.

 

At the Closing, the following shall occur or exist, each of which shall be considered a condition precedent to the other and all of which shall be considered as taking place simultaneously, unless noted:

 

(a)       BMI will pay AMI the amount of $1,700,000.

 

(b)       All of the conditions of closing in the Iron Sale Agreement, the Milling Operations Agreement and the Mining Operations Agreement shall have been satisfied.

 

(c) AMI shall deliver to BMI a bill of sale for the Mill and Related Equipment (Exhibit 10) and this Mill Sale Agreement.

 

(d)       The Settlement Agreement attached as Exhibit 11 shall have been executed and delivered.

 

AMI and BMI shall execute such other documents and, further, take such other actions as are reasonably necessary and appropriate to effectuate the Closing in accordance with this Agreement.

 

The parties specifically agree that the conditions precedent to this Agreement and to Closing are of substantial importance to the parties and the failure and non-waiver of any condition precedent shall be sufficient to terminate this Agreement and relieve each party of any obligation to Close.

 

 C: 
 4 

 

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

 

APPLIED MINERALS, INC.   BRADY MCCASLAND, INC.
         
By: /s/ Christopher T. Carney   By:  
         
Name: Christopher T. Carney   Name:  
         
Title: President & CEO   Title:  

 

 C: 
 5 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:11/30/22
For Period end:9/30/22NT 10-Q
5/31/228-K
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Filing Submission 0001575872-22-001194   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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