UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

 Transition report under section 13 or 15(d) of the Exchange Act

For the transition period from to

Commission File Number 000-31380

APPLIED MINERALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	82-0096527
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification No.)
55 Washington Street - Suite 301, Brooklyn, NY	11201
(Address of principal executive offices)	(Zip Code)

(212) 226-4265

(Issuer’s Telephone Number, Including Area Code)

Former name, former address, and former fiscal year, if changed since last report

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES  NO 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes      No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller-reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer		Accelerated Filer		Non-accelerated Filer		Smaller Reporting Company	
Emerging growth company	

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES  NO 

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of November 14, 2019 was 175,513,549.

DOCUMENTS INCORPORATED BY REFERENCE: None.

APPLIED MINERALS, INC.

(An Exploration Stage Company)

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2019

TABLE OF CONTENTS

		Page(s)
PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018	3
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018 (unaudited)	4
	Consolidated Statements of Changes in Stockholders’ Deficit for theThree and Nine Months Ended September 30, 2019 and 2018 (unaudited)	5
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (unaudited)	6
	Notes to the Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	29
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
Signatures		32

2

PART I. FINANCIAL INFORMATION

APPLIED MINERALS, INC.

(An Exploration Stage Mining Company)

CONSOLIDATED BALANCE SHEETS

	September 30, 2019			December 31, 2018
	(unaudited)
ASSETS
Current Assets
Cash	$	207,480		$	2,892,340
Accounts receivable		15,411			32,654
Deposits and prepaid expenses		37,676			364,491
Total Current Assets		260,567			3,289,485
Operating lease right-of-use assets		262,688			-
Land		500,000			500,000
Other Assets
Deposits		335,410			347,493
Total Other Assets		335,410			347,493
TOTAL ASSETS	$	1,358,665		$	4,136,978
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	1,229,477		$	840,017
PIK Note interest accrual		175,589			343,810
Current portion of notes payable		-			246,496
Current portion of operating lease liabilities		96,861			-
Total Current Liabilities		1,501,927			1,430,323
Long-Term Liabilities
PIK Notes payable, net of $1,556,552 and $8,556,591 debt discount and $356,436 and $424,690 deferred financing cost, respectively		42,918,539			35,036,320
PIK Note derivative		-			1,780,072
Operating lease liabilities		168,771			-
Deferred rent		-			8,949
Total Long-Term Liabilities		43,087,310			36,825,341
TOTAL LIABILITIES		44,589,237			38,255,664
Stockholders’ Deficit
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value, 400,000,000 shares authorized, and 175,513,549 shares issued and outstanding at September 30, 2019 and December 31, 2018.		175,514			175,514
Additional paid-in capital		73,736,758			73,525,650
Accumulated deficit prior to the exploration stage		(20,009,496	)		(20,009,496	)
Accumulated deficit during the exploration stage		(97,133,348	)		(87,810,354	)
Total Stockholders’ Deficit		(43,230,572	)		(34,118,686	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,358,665		$	4,136,978

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

APPLIED MINERALS, INC.

(An Exploration Stage Mining Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended September 30						For the Nine Months Ended September 30
	2019			2018			2019			2018
REVENUES	$	45,102		$	4,682,003		$	384,565		$	4,820,088
OPERATING EXPENSES:
Production costs		216,081			581,072			661,239			937,614
Exploration costs		49,062			36,068			126,658			147,680
General and administrative		705,847			613,605			2,636,528			2,687,961
Depreciation expense		-			318,182			-			963,144
Total Operating Expenses		970,990			1,548,927			3,424,425			4,736,399
Operating Income (Loss)		(925,888	)		3,133,076			(3,039,860	)		83,689
OTHER INCOME (EXPENSE):
Interest expense, net (including amortization of deferred financing cost and debt discount)		(420,799	)		(608,585	)		(1,344,650	)		(3,729,540	)
Gain (loss) on revaluation of PIK Note derivative		-			3,021,500			-			(3,557,004	)
Other income (expense) , net		596			(9,433	)		2,963			344,392
Total Other (Expense) Income		(420,203	)		2,403,482			(1,341,687	)		(6,942,152	)
NET INCOME (LOSS)	$	(1,346,091	)	$	5,536,558		$	(4,381,547	)	$	(6,858,463	)
Net Income (Loss) Per Common Share -Basic	$	(0.01	)	$	0.03		$	(0.02	)	$	(0.04	)
Weighted Average Common Shares Outstanding - Basic		175,513,549			175,004,038			175,513,549			160,992,945
Net Income (Loss) Per Common Share - Diluted	$	(0.01	)	$	0.03		$	(0.02	)	$	(0.04	)
Weighted Average Common Shares Outstanding - Diluted		175,513,549			193,795,646			175,513,549			160,992,945

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

APPLIED MINERALS, INC.

(An Exploration Stage Mining Company)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(Unaudited)

	Three Months Ended
	Common Stock Shares		Common Stock Amount		Additional Paid-in Capital		Accumulated Deficit Prior to Exploration Stage			Accumulated Deficit During Exploration Stage			Total Stockholders’ Deficit
Balance, June 30, 2019		175,513,549	$	175,514	$	73,730,188	$	(20,009,496	)	$	(95,787,257	)	$	(41,891,051	)
Stock option compensation expense						6,570								6,570
Net Loss											(1,346,091	)		(1,346,091	)
Balance, September 30, 2019		175,513,549	$	175,514	$	73,736,758	$	(20,009,496	)	$	(97,133,348	)	$	(43,230,572	)
Balance, June 30, 2018		173,638,549	$	173,639	$	73,748,653	$	(20,009,496	)	$	(96,879,382	)	$	(42,966,586	)
Shares and warrants issued in private placement		1,875,000		1,875		148,125								150,000
Shares issued for warrant exercise		-		-		-								-
Stock option compensation expense						60,430								60,430
Net Loss											5,536,558			5,536,558
Balance, September 30, 2018		175,513,549	$	175,514	$	73,957,208	$	(20,009,496	)	$	(91,342,824	)	$	(37,219,598	)

	Nine Months Ended
	Common Stock Shares		Common Stock Amount		Additional Paid-in Capital		Accumulated Deficit Prior to Exploration Stage			Accumulated Deficit During Exploration Stage			Total Stockholders’ Deficit
Balance, December 31, 2018		175,513,549	$	175,514	$	73,525,650	$	(20,009,496	)	$	(87,810,354	)	$	(34,118,686	)
Adoption of new accounting standard (Note 3)											(4,941,447	)		(4,941,447	)
Stock option compensation expense						211,108								211,108
Net Loss											(4,381,547	)		(4,381,547	)
Balance, September 30, 2019		175,513,549	$	175,514	$	73,736,758	$	(20,009,496	)	$	(97,133,348	)	$	(43,230,572	)
Balance, December 31, 2017		140,763,549	$	140,764	$	71,152,311	$	(20,009,496	)	$	(84,484,361	)	$	(33,200,782	)
Shares issued for consulting services		1,500,000		1,500		58,500								60,000
Shares and warrants issued in private placement		31,250,000		31,250		1,703,750								1,735,000
Shares issued for warrant exercise		2,000,000		2,000		78,000								80,000
Stock option compensation expense						964,647								964,647
Net Loss											(6,858,463	)		(6,858,463	)
Balance, September 30, 2018		175,513,549	$	175,514	$	73,957,208	$	(20,009,496	)	$	(91,342,824	)	$	(37,219,598	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

APPLIED MINERALS, INC.

(An Exploration Stage Mining Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended
	September 30,
	2019			2018
Cash Flows from Operating Activities:
Net loss	$	(4,381,547	)	$	(6,858,463	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation		-			963,144
Amortization of discount - PIK Notes		269,570			2,546,162
Amortization of deferred financing costs		68,255			68,253
Accrued interest on PIK Notes		1,002,273			1,108,367
Stock issued for consulting services		-			60,000
Stock based compensation expense		211,108			964,647
Loss on revaluation of PIK Note derivative		-			3,557,004
Non-cash lease expense		2,944			-
Change in operating assets and liabilities:
Accounts receivable		17,243			(85,436	)
Deposits and prepaids		338,898			153,478
Accounts payable and accrued liabilities		389,460			(324,033	)
Net cash (used in) provided by operating activities		(2,081,796	)		2,153,123
Cash Flows From Investing Activities
Purchases of property and equipment		-			(23,063	)
Net cash used in investing activities		-			(23,063	)
Cash Flows From Financing Activities:
Payments on notes payable		(246,496	)		(209,474	)
Payments on PIK notes		(356,568	)		-
Proceeds from sale of common stock		-			1,735,000
Proceeds from exercise of options or warrants		-			80,000
Net cash (used in) provided by financing activities		(603,064	)		1,605,526
Net change in cash		(2,684,860	)		3,735,586
Cash at beginning of period		2,892,340			47,652
Cash at end of period	$	207,480		$	3,783,238
Supplemental disclosure of cash flow information:
Cash paid for interest	$	11,057		$	6,761
Cash paid for income taxes	$	-		$	-
Supplemental disclosure of non-cash financing activity:
Capitalization of right to use assets and liabilities	$	265,632		$	-
Accrued interest paid through the issuance of PIK Notes	$	1,170,495		$	608,944
Effect of ASU 2017-11, Financial Instruments with Characteristics of Liabilities and Equity	$	4,941,447		$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

APPLIED MINERALS, INC.

(An Exploration Stage Mining Company)

Notes to the Consolidated Financial Statements

NOTE 1– ORGANIZATION AND DESCRIPTION OF BUSINESS

Applied Minerals, Inc. (the “Company” or “Applied Minerals” or “we” or “us”) (OTCQB: AMNL) owns the Dragon Mine in central Utah. From the mine we extract, process, or have processed by a third party, halloysite clay and iron oxide for sale to a range of end markets. We market the minerals directly and through distributors and also under a profit-sharing arrangement with the Kaolin business unit of BASF Corp. (“BASF”).

We also engage in research and development and frequently work collaboratively with potential customers, consultants, distributors, and BASF to process and enhance our halloysite clay products to improve the performance of existing and new products.

Our halloysite clay, which we market under the DRAGONITE™ trade name, is an aluminosilicate mineral with a hollow tubular shape. DRAGONITE can utilize halloysite’s morphology, high surface area, and reactivity to add significant functionality to a number of applications such as, but not limited to, reinforcement additives for polymer composites, flame retardant additives for polymers, catalysts, controlled release carriers for paints and coatings, strength reinforcement additives for cement, concrete, mortars and grouts, advanced ceramics, rheology additives for drilling fluids, environmental remediation media, and carriers of agricultural agents.  The Company sells its halloysite products at negotiated prices.

Our iron oxide, which we market under the AMIRON™ trade name, is a high purity product. We have sold it on an exclusive basis to one customer at a negotiated price for use in an oilfield application and we are continuing to offer AMIRON to that customer on an exclusive basis.  Currently, we are not selling AMIRON™ to customers on a continuing basis for use in any other application.

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.

In 2017, we entered into a tolling agreement with BASF under which BASF will process the Company’s halloysite product, utilizing a water-based system. The BASF system is capable of eliminating impurities, such as iron oxide, and chemically treating the surface of halloysite to achieve desired functionality.

We have a mineral processing plant with a capacity of up to 45,000 tons of mineralization per annum for certain applications.  The plant is currently dedicated to processing its halloysite products. 

Additionally, the Company has a second processing facility with a capacity of up to 10,000 tons per annum. This smaller plant is currently dedicated to processing the Company’s halloysite.  This smaller plant processes halloysite using a dry-based, micronizing system. This dry-based system does not eliminate impurities, such as iron oxide, as effectively as a water-based system but is useful in situations where the removal of impurities is not necessary.

For the nine months ended September 30, 2019, the two largest customers during the period accounted for 88% of total revenue and amounts owed by the two largest customers at September 30, 2019 represented 35% of accounts receivable. For the nine months ended September 30, 2018, the largest customer during the period accounted for 94% of total revenue and amounts owed by the two largest customers represented 68% of accounts receivable.

Applied Minerals is a publicly traded company incorporated in the state of Delaware. The common stock trades on the OTCQB under the symbol AMNL.

7

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 has paid the Company $350,000 and paid it $150,000 on the first anniversary of the Effective Date of the Exploration License. CMC will pay the Company $250,000 on each subsequent anniversary of the Effective Date of the Exploration License during the remaining term of the Exploration License unless the Exploration License is terminated earlier by CMC by exercising the option or failing to make the required payment for the Exploration License.

CMC may exercise the option at any time during the Exploration License term. Upon exercise of the Option and the completion of the closing, CMC shall acquire 100% of the Metallic Rights within the Mining Claims from the Company, subject to the terms and conditions of the Agreement. 

The consideration to be paid by CMC to the Company after exercising the option for the acquisition of the Metallic Rights shall be payable as follows: $3,000,000; and, CMC shall grant to the Company a five percent (5%) Net Profits Interest (“NPI”) royalty over the Metallic Minerals produced from the Mining Claims.  The NPI royalty shall be initially capped at $20,000,000 (the “NPI Cap”). The NPI Cap shall be subject to reduction in the event the Company elects to take the Share Contribution, as set forth below.

Upon exercise of the option, the Company shall retain 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). 

The Company shall have the right, at its sole election, to convert a portion of its NPI royalty interest into $2,000,000 worth of shares in a PubCo up to a maximum of Two Percent (2%) net value of PubCo (the “Share Contribution”), through a reduction of the NPI Cap. The Company shall make the determination whether to take the Share Contribution or not, and so notify CMC, within ninety (90) days, of the completion (and delivery to the Company) of a feasibility study by CMC for the Tintic District project.  If the Company elects not to take the Share Contribution, the Company’s NPI royalty shall remain unchanged, including the NPI Cap, which will remain at $20,000,000.

The Agreement contains protections in favor of the Company 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.

CMC has not yet exercised its option to purchase 100% of the Metallic Rights.

NOTE 2 - LIQUIDITY AND BASIS OF PRESENTATION

The Company has a history of recurring losses from operations and the use of cash in operating activities. For the nine months ended September 30, 2019, the Company’s net loss was $4,381,547 and cash used in operating activities was $2,081,796. As of September 30, 2019, the Company had current assets of $260,567 and current liabilities of $1,501,927 of which $175,589 was accrued PIK Note interest expected to be paid in additional PIK Notes. The Company’s current liabilities also include (i) $182,333 of accrued salaries deferred by certain members of management until the Company’s liquidity improves, (ii) $450,000 of accrued directors fee as determined by the Company’s Board, (iii) $119,269 of payables to a compounder for which it has agreed to satisfy in halloysite product and (iv) $132,635 of disputed or erroneously accrued expenses.

Management believes that in order for the Company to meet its obligations arising from normal business operations through November 14, 2020 that the Company may be required (i) to raise additional capital either in the form of a private placement of common stock or debt and/or (ii) generate additional sales of its products that will generate sufficient operating profit and cash flows to fund operations.  Without additional capital or additional sales of its products, the Company’s ability to continue to operate may be limited.

Based on the Company’s current cash usage expectations, management believes it may not have sufficient liquidity to fund its operations through November 14, 2020. Further, management cannot provide any assurance that it is probable that the Company will be successful in accomplishing any of its plans to raise debt or equity financing or generate additional product sales. Collectively these factors raise substantial doubt regarding the Company’s ability to continue as going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded assets amounts and classification of liabilities that might be necessary should the Company not be able to continue as a going concern.

8

NOTE 3 – BASIS OF REPORTING AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements of Applied Minerals, Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

In the opinion of management, these interim unaudited consolidated financial statements contain all of the adjustments of a normal and recurring nature, which are considered necessary for a fair presentation of the financial position of the Company and the results of its operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2019 are not necessarily indicative of the operating results for the entire year. These financial statements should be read in conjunction with the financial statements and related disclosures for the year ended December 31, 2018, included in the Annual Report of Applied Minerals, Inc. on Form 10-K filed with the SEC on April 16, 2019.

The accompanying interim unaudited consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes. As of November 14, 2019, the Company’s significant accounting policies and estimates remain unchanged from those detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. 

9

Receivables

Trade receivables are reported at outstanding principal amounts, net of an allowance for doubtful accounts.

Management evaluates the collectability of receivable account balances to determine the allowance, if any. Management considers the other party’s credit risk and financial condition, as well as current and projected economic and market conditions, in determining the amount of the allowance. Receivable balances are written off when management determines that the balance is uncollectable. No allowance was required at September 30, 2019 and December 31, 2018.

Property and Equipment

Property and equipment are carried at cost net of accumulated depreciation and amortization. Depreciation and amortization is computed on the straight-line method over the estimated useful lives of the assets, or the life of the lease, whichever is shorter, as follows:

	Estimated
	Useful Life (years)
Building and Building Improvements	5	–	40
Mining equipment	2	–	7
Office and shop furniture and equipment	3	–	7
Vehicles		5

Depreciation expense for the three months ended September 30, 2019 and 2018 totaled $0 and $318,182, respectively, and for the nine months ended September 30, 2019 and 2018 totaled $0 and $963,144, respectively.

Impairment of Long-lived Assets

The Company periodically reviews the carrying amounts of long-lived assets to determine whether current events or circumstances warrant adjustment to such carrying amounts. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. When such events occur, the Company compares the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset to its carrying amount. If this comparison indicates that there is an impairment, the amount of the impairment is typically calculated using discounted expected future cash flows where observable fair values are not readily determinable. Considerable management judgment is necessary to estimate the fair value of assets. Assets to be disposed of are carried at the lower of their financial statement carrying amount or fair value, less cost to sell. The Company has determined that there was no impairment of its long-lived assets as of September 30, 2019 and September 30, 2018.

Stock Options and Warrants

The Company follows ASC 718 (Stock Compensation) and 505-50 (Equity-Based Payments to Non-employees), which provide guidance in accounting for share-based awards exchanged for services rendered and requires companies to expense the estimated fair value of these awards over the requisite service period. The Company instituted a formal long-term and short-term incentive plan on November 20, 2012, which was approved by its shareholders. Prior to that date, we did not have a formal equity plan, but all equity grants, including stock options and warrants, were approved by our Board of Directors. We determine the fair value of the stock-based compensation awards granted to non-employees as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. Beginning in the quarter ended June 30, 2013 the Company began using the simplified method to determine the expected term for any options granted because the Company did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The Company previously utilized the contractual term as the expected term.

Environmental Matters

Expenditures for ongoing compliance with environmental regulations that relate to current operations are expensed or capitalized as appropriate. Expenditures resulting from the remediation of existing conditions caused by past operations that do not contribute to future revenue generations are expensed. Liabilities are recognized when environmental assessments indicate that remediation efforts are probable and the costs can be reasonably estimated.

Estimates of such liabilities are based upon currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely effects of inflation and other societal and economic factors, and include estimates of associated legal costs. These amounts also reflect prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by The Environmental Protection Agency or other organizations. Such estimates are by their nature imprecise and can be expected to be revised over time because of changes in government regulations, operations, technology and inflation. Recoveries are evaluated separately from the liability and, when recovery is assured, the Company records and reports an asset separately from the associated liability.

Based upon management’s current assessment of its environmental responsibilities, it does not believe that any reclamation or remediation liability exists at September 30, 2019. 

10

Recently Adopted Accounting Standards

Leases

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-02, Leases (Topic 842). Lessees are required to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability is equal to the present value of lease payments. The asset is based on the liability, subject to certain adjustments, such as for initial direct costs. For income statement purposes, a dual model was retained, requiring leases to be classified as either operating or finance leases. Operating leases result in straight-line expense (similar to operating leases under the prior accounting standard) while finance leases result in a front-loaded expense pattern (similar to capital leases under the prior accounting standard). Lessor accounting is similar to the prior model, but updated to align with certain changes to the lessee model (e.g., certain definitions, such as initial direct costs, have been updated) and the new revenue recognition standard that was adopted in 2018.

The Company adopted this new accounting standard on January 1, 2019 on a modified retrospective basis and applied the new standard to all leases through a cumulative-effect adjustment to beginning retained earnings. As a result, comparative financial information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which includes, among other things, the ability to carry forward the existing lease classification. The new standard had a material impact on the unaudited consolidated balance sheet, but did not materially impact the Company’s consolidated operating results and had no impact on the Company’s cash flows.

The following is a discussion of the Company’s lease policy under the new lease accounting standard:

The Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilizes its incremental borrowing rate, determined by class of underlying asset, to discount the lease payments. The operating lease right-of-use assets also include lease payments made before commencement and exclude lease incentives.

Impact of New Lease Standard on Balance Sheet Line Items

As a result of applying the new lease standard using a modified retrospective method, the following adjustments were made to accounts on the consolidated balance sheet as of January 1, 2019:

	Impact of Change in Accounting Policy
	As reported December 31, 2018		Adjustments			Adjusted January 1, 2019
Operating lease right-of-use assets	$	-	$	325,255		$	325,255
Total assets		4,136,978		325,255			4,462,233
Current portion of operating lease liabilities		-		92,396			92,396
Total current liabilities		1,430,323		92,396			1,522,719
Long-term operating lease liabilities		-		241,808			241,808
Deferred rent		8,949		(8,949	)		-
Total long-term liabilities		36,825,341		232,859			37,058,200
Total liabilities		38,255,664		325,255			38,580,919

See Note 4 for additional information

ASU 2017-11, Part I accounting for Certain Financial Instruments with Down Round Features

In July 2017, the FASB issued ASU 2017-11 to simplify the accounting for equity contracts (e.g., freestanding warrants) or equity-linked embedded features (e.g., conversion options in convertible instruments) with down round features. Under the new guidance, entities are no longer required to consider down round features when determining whether these financial instruments containing a down round feature are indexed to the issuer’s own stock pursuant to ASC 815-40. Being indexed to an entity’s own stock is required for a freestanding financial instrument to be classified in shareholders’ equity and may exempt an embedded feature from bifurcation and derivative accounting.

The Company adopted ASU 2017-11 on January 1, 2019 on a modified retrospective basis and applied the new standard to all financial instruments with down round features through a cumulative-effect adjustment to beginning retained earnings. As a result, comparative financial information has not been restated and continues to be reported under the accounting standards in effect for those periods. On January 1, 2019, the Company recorded a transition adjustment to reduce retained earnings by $4,950,396. The new standard had a material impact on the unaudited consolidated balance sheet, but did not materially impact the Company’s consolidated operating results and had no impact on the Company’s cash flows.

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Impact of ASU 2017-11 on Balance Sheet Line Items

As a result of applying ASU 2017-11 using a modified retrospective method, the following adjustments were made to accounts on the consolidated balance sheet as of January 1, 2019:

	Impact of Change in Accounting Policy
	As reported on December 31, 2018			Adjustments			Adjusted as of January 1, 2019
PIK Note payable, net	$	35,036,320		$	6,730,468		$	41,766,788
PIK Note derivative		1,780,072			(1,780,072	)		-
Total Long-Term Liabilities		36,825,341			4,950,396			41,775,737
Total liabilities		38,255,664			4,950,396			43,206,060
Accumulated deficit during the exploration stage		(87,810,354	)		(4,950,396	)		(92,760,750	)
Total stockholders’ deficit	$	(34,118,686	)	$	(4,950,396	)	$	(39,069,082	)

See Note 6 for additional information

ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting

Effective January 1, 2019 the Company adopted ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. The guidance expands the scope of ASC 718 to include share-based payments granted to nonemployees in exchange for goods or services used or consumed in an entity’s own operations and supersedes the guidance in ASC 505-50. The adoption of ASU 2018-07 had no material impact on the Company’s financial results.

Recently Issued Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. This ASU eliminates, modifies and adds disclosure requirements for fair value measurements. The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the effects of this ASU on its financial statements and related disclosures.

In August 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification. The Company does not anticipate that the adoption of these SEC amendments will have a material effect on the Company’s financial position, results of operations, cash flows or shareholders’ equity.

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NOTE 4 – LEASES

On March 16, 2017, the Company entered into a 5-year operating lease agreement for permanent office space, base rent payment is approximately $9,000 per month, subject to annual adjustments.

Supplemental cash flow information related to leases:	Three months ended September 30, 2019		Nine months ended September 30, 2019
Operating cash flows paid for operating leases	$	27,690	$	82,263
Non-cash lease expense	$	711	$	2,944

Supplemental balance sheet information related to leases:	As of Sept 30, 2019
Operating lease Right-of-use assets	$	262,688
Current portion of operating lease liabilities	$	96,861
Long-term operating lease liabilities		168,771
Total operating lease liabilities	$	265,632
Weighted average remaining operating lease term		2.50 years
Weighted average discount rate		6	%

The following table summarizes the maturity of lease liabilities under operating leases as of September 30, 2019:

2019 (remaining three months)	$	27,690
2020		113,253
2021		116,649
2022		29,376
Total lease payments		286,968
Less: imputed interest		(21,336	)
Total lease liabilities	$	265,632

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NOTE 5 - NOTES PAYABLE

Notes payable at September 30, 2019 and December 31, 2018:

	Sept 30,		December 31,
	2019		2018
Note payable for equipment, payable $5,443 - $25,936 monthly (a)	$	-	$	246,496
Less: Current Portion		-		246,496
Notes Payable, Long-Term Portion	$	-	$	-

(a) On October 2018 the Company signed two note payable with interest rate of 4.89% with an insurance company for liability insurance, payable in 10​​​​​​​ monthly installments which started on November 17, 2018

During the three months ended September 30, 2019 and 2018, the Company's interest payments totaled $377 and $555, respectively. During the nine months ended September 30, 2019 and 2018, the Company’s interest payments totaled $11,057 and $6,761, respectively.

NOTE 6 – CONVERTIBLE DEBT (PIK NOTES)

The Company raised $23 million of financing through the issuance of two series of Paid-In-Kind (“PIK”)-Election Convertible Notes in 2013 (“Series 2023 Notes”) and 2014 (“Series A Notes”). The original terms of the Series A Notes included among other things: (i) a maturity of November 1, 2018 with an option to extend to November 1, 2019, (ii) a stated interest rate of 10% paid semi-annually and (iii) a conversion price of $0.90, adjusted downward based on an anti-dilution provision. The original terms of the Series 2023 Notes included among other things: (i) a maturity of August 1, 2023, (ii) a stated interest rate of 10% paid semi-annually and (iii) a conversion price of $1.40, adjusted downward based on an anti-dilution provision. On December 14, 2017 and April 4, 2019, amendment agreements entered into between the Company and the holders of the Series A Notes and Series 2023 Notes went into effect. The agreements resulted in changes to certain terms of the Series A and Series 2023 Notes. The key terms of the Series A and Series 2023 Notes, as amended, are highlighted in the table below:

Key Terms	Series 2023 Notes	Series A Notes
Inception Date	08/01/2013	11/03/2014
Cash Received	$10,500,000	$12,500,000
Principal (Initial Liability)	$10,500,000	$19,848,486
Maturity (Term)	Matures on August 1, 2023, but convertible into shares of the Company’s common stock at the discretion of the holder or by the Company based on the market price of the Company’s stock;	Matures on May 1, 2023 but extends to August 1, 2023 if the Series 2023 Notes are still outstanding. Convertible into shares of the Company’s common stock at the discretion of the holder or by the Company based on the market price of the Company’s stock;
Exercise Price	$0.59, adjusted downward based on anti-dilution provisions/downround protection	$0.40, adjusted downward based on anti-dilution provisions/down-round protection;
Stated Interest	10% per annum through December 14, 2017, 3% per annum thereafter, due semiannually;	10% per annum through December 14, 2017, 3% per annum thereafter, due semiannually;
Derivative Liability	$2,055,000 established at inception due to the existence of down-round protection; the derivative liability was revalued every quarter using Monte Carlo model through the year ended December 31, 2018. The Company is no longer required to value the derivative liability.	$9,212,285 established at inception due to existence of down-round protection; revalued every quarter using a Monte Carlo model through the year ended December 31, 2018. The Company is no longer required to value the derivative liability.
Payments	Per the terms of the amendment agreement entered into on April 4, the holders of the Series A and Series 2023 Notes were to receive a pro-rata distribution of an Immediate Payment of $350,000 as well as (i) receive a pro-rata distribution of 5% of the net proceeds of any capital raise and (ii) on the 15th day after the filing of its quarterly report on Form 10-Q or annual report on Form 10-K, receive a pro-rata payment of (a) 3% of gross revenue if cash or cash equivalents on the Company’s balance sheet or otherwise is less than $3 million on the last day of the fiscal quarter or (b) 5% of gross revenue if cash or cash equivalents on the Company’s balance sheet or otherwise is greater than $3 million but less than $5 million on the last day of the fiscal quarter or (c) 12% of gross revenue if cash or cash equivalents on the Company’s balance sheet or otherwise is greater than $5 million on the last day of the fiscal quarter. If the amount payable under (ii)(a), (ii)(b) or (ii)(c) is in excess of the amount of cash at the end of the fiscal quarter, the payment of the excess amount will be deferred and will be payable in connection with the payment for a following fiscal quarter(s) when cash is available. All payment will be applied to the reduction of the principal amount outstanding of the Series A and Series 2023 Notes.	Per the terms of the amendment agreement entered into on April 4, 2019, the holders of the Series A and Series 2023 Notes were to receive a pro-rata distribution of an Immediate Payment of $350,000 as well as (i) receive a pro-rata distribution of 5% of the net proceeds of any capital raise and (ii) on the 15th day after the filing of its quarterly report on Form 10-Q or annual report on Form 10-K, receive a pro-rata payment of (a) 3% of gross revenue if cash or cash equivalents on the Company’s balance sheet or otherwise is less than $3 million on the last day of the fiscal quarter or (b) 5% of gross revenue if cash or cash equivalents on the Company’s balance sheet or otherwise is greater than $3 million but less than $5 million on the last day of the fiscal quarter or (c) 12% of gross revenue if cash or cash equivalents on the Company’s balance sheet or otherwise is greater than $5 million on the last day of the fiscal quarter. If the amount payable under (ii)(a), (ii)(b) or (ii)(c) is in excess of the amount of cash at the end of the fiscal quarter, the payment of the excess amount will be deferred and will be payable in connection with the payment for a following fiscal quarter(s) when cash is available. All payment will be applied to the reduction of the principal amount outstanding of the Series A and Series 2023 Notes.

As of September 30, 2019, the liability components of the PIK Notes on the Company’s balance sheet are listed in the following table:

	Series 2023 Notes			Series A Notes			Total
PIK Note Payable, Gross	$	16,776,133		$	28,055,394		$	44,831,527
Less: Discount		-			(1,556,552	)		(1,556,552	)
Less: Deferred Financing Cost		(133,380	)		(223,056	)		(356,436	)
PIK Note Payable, Net	$	16,642,753		$	26,275,786		$	42,918,539
PIK Note Derivative Liability	$	-		$	-		$	-

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As of December 31, 2018, the liability components of the PIK Notes on the Company’s balance sheet are listed in the following table:

	Series 2023 Notes			Series A Notes			Total
PIK Note Payable, Gross	$	16,394,688		$	27,622,913		$	44,017,601
Less: Discount		(1,297,416	)		(7,259,175	)		(8,556,591	)
Less: Deferred Financing Cost		(158,179	)		(266,511	)		(424,690	)
PIK Note Payable, Net	$	14,939,093		$	20,097,227		$	35,036,320
PIK Note Derivative Liability	$	253,215		$	1,526,857		$	1,780,072

Series A Notes (Amended)

On November 3, 2014 (“Issue Date”), the Company issued, in a private placement pursuant to investment agreements, $19,848,486 principal amount of 10% PIK-Election Convertible Notes due 2018 ("Series A Notes") in exchange for $12,500,000 in cash and the cancellation of previously-issued warrants held by one investor.

The original terms of the Series A Notes included among other things: (i) a maturity of November 1, 2018 with an option to extend to November 1, 2019, (ii) a stated interest rate of 10% paid semi-annually and (iii) a conversion price of $0.90, adjusted downward based on an anti-dilution provision. The original terms of both the Series A notes and Series 2023 Notes can be as exhibits to Forms 8-K filed on November 5, 2014.

During the nine months ended September 30, 2019, the Company amortized $313,025 of debt discount and deferred financing cost relating to the Series A Notes Payable, issued additional PIK Notes of $655,621 in lieu of cash interest payments and paid down $223,140 of PIK Notes. The carrying value of the Series A Notes Payable as of September 30, 2019 was $26,275,786.

As of September 30, 2019, the Company was in compliance with the covenants of the Series A Notes.

As of September 30, 2019, Samlyn Offshore Master Fund, Ltd. and Samlyn Onshore Fund, LP owned $9,215,876 and $4,918,903, respectively, of principal of the Series A Notes. Samlyn Offshore Master Fund, Ltd. and Samlyn Onshore Fund, LP are managed by Samlyn Capital, LLC. As of September 30, 2019, Michael Barry, a director of the Company, was the General Counsel and Chief Compliance Officer of Samlyn Capital, LLC.

As of September 30, 2019, The IBS Turnaround Fund, LP, The IBS Turnaround (QP) (A Limited Partnership) and The IBS Opportunity Fund, Ltd. owned $1,337,173, $2,685,187 and $260,619, respectively, of principal of the Series A Notes. The IBS Turnaround Fund, LP, The IBS Turnaround (QP) (A Limited Partnership) and The IBS Opportunity Fund, Ltd. are managed by IBS Capital, LLC. At September 30, 2019, IBS Capital, LLC owned 13.7% of the shares of the common stock of the Company.

As of September 30, 2019, M. Kingdon Offshore Master Fund, LP, a fund managed by Kingdon Capital Management, LLC, owned $4,283,267 of principal of the Series A Notes. As of September 30, 2019, Michael Pohly, a director of the Company, was an employee of Kingdon Capital Management, LLC.

Series 2023 Notes (Amended)

In August 2013, the Company received $10,500,000 of financing through the private placement of 10% mandatory convertible Notes due 2023 ("Series 2023 Notes"). The principal amount of the Notes is due on maturity. The Company can elect to pay semi-annual interest on the Series 2023 Notes with additional PIK Notes containing the same terms as the Series 2023 Notes, except interest will accrue from issuance of such notes. The Company can also elect to pay interest in cash. In February and August, 2019, the Company issued $245,920 and $142,624, respectively in additional Series 2023 Notes to the holders to pay the semi-annual interest.

During the nine months ended September 30, 2019, the Company amortized $25,000 of deferred financing cost relating to the Series 2023 Notes Payable and issued additional PIK Notes of $514,874 in lieu of cash interest payments, and paid down of $133,429 of PIK Notes decreasing the Series 2023 Notes Payable carrying value to $16,642,753 as of September 30, 2019.

As of September 30, 2019, the Company was in compliance with the covenants of the Series 2023 Notes.

As of September 30, 2019, M. Kingdon Offshore Master Fund, LP, a fund managed​​​​​​​ by Kingdon Capital Management, LLC, owned $3,994,317 of principal of the Series 2023 Notes. As of September 30, 2019, Michael Pohly, a director of the Company, was an employee of Kingdon Capital, Management, LLC.

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NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 10,000,000 shares of noncumulative, non-voting, nonconvertible preferred stock, $0.001 par value per share. At September 30, 2019 and December 31, 2018, no shares of preferred stock were outstanding.

Common Stock

The Company is authorized to issue 400,000,000 shares of common stock with a $0.001 par value per share. At September 30, 2019 and December 31, 2018, 175,513,549 shares were issued and outstanding.

2019

During the nine months ended September 30, 2019, there were no activities.

2018

During the nine months ended September 30, 2018 the Company issued (i) 1,500,000 shares of common stock at a price of $0.04 per share to a consultant for investor relation services to be performed, (ii) 17,375,000 shares of common stock at a price of $0.04 per share, (iii) 3,000,000 shares of common stock at a price of $0.05 per share, (iv) 1,000,000 shares of common stock at a price of $0.10 per share, (v) 2,000,000 shares of common stock at a price of $0.04 per share upon the exercise of a warrant to purchase shares of common stock, and (vi) 9,875,000 units, (one unit consisting of one share of common stock and one warrant to purchase one share of common stock at a price of $0.15) at a price of $0.08 per unit.

NOTE 8 – OPTIONS AND WARRANTS TO PURCHASE COMMON STOCK

Outstanding Stock Warrants

A summary of the status and changes of the warrants issued for the nine months ended September 30, 2019:

	Shares Issuable
	upon Exercise of		Weighted Average
	Outstanding Warrants		Exercise Price
Outstanding at January 1, 2019		26,688,373	$	0.15
Issued		-		-
Exercised		-
Forfeited		-		-
Outstanding at September 30, 2019		26,688,373	$	0.15

At September 30, 2019, the intrinsic value of the outstanding warrants was $0.

A summary of the status of the warrants outstanding and exercisable at September 30, 2019 is presented below:

		Warrants Outstanding and Exercisable
		Shares Issuable		Weighted Average
		upon Exercise of		Remaining		Weighted Average
Exercise Price		Outstanding Warrants		Contractual Life (years)		Exercise Price
$	1.15		461,340		1.58	$	1.15
$	0.25		3,283,283		1.74	$	0.25
$	0.04		2,068,750		2.93	$	0.04
$	0.10		11,000,000		3.21	$	0.10
$	0.15		9,875,000		1.73	$	0.15
			26,688,373		2.30	$	0.15

Outstanding Stock Options

On November 20, 2012, the shareholders of the Company approved the adoption of the Applied Minerals, Inc. 2012 Long-Term Incentive Plan (“LTIP”) and the Short-Term Incentive Plan (“STIP”) and the performance criteria used in setting performance goals for awards intended to be performance-based. Under the LTIP, 8,900,000 shares are authorized for issuance. The STIP does not refer to a particular number of shares under the LTIP, but would use the shares authorized in the LTIP for issuance under the STIP. The CEO, the CFO, and named executive officers, and directors, among others are eligible to participate in the LTIP and STIP. Prior to the adoption of the LTIP and STIP, stock options were granted under individual arrangements between the Company and the grantees, and approved by the Board of Directors.

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In May, 2016, the Company adopted the 2016 Long-Term Incentive Plan (“2016 LTIP”). The number of shares of common stock for issuance or for reference purposes subject to the 2016 LTIP was 2,000,000. 

On December 7, 2016, the stockholders of the Company approved the 2016 Incentive Plan. The purpose of the 2016 Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer eligible employees, consultants, and non-employee directors incentive awards in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. The aggregate number of shares of Common Stock that may be issued or used for reference purposes under the 2016 Incentive Plan or with respect to which awards may be granted may not exceed 15,000,000 shares, which may be either (i) authorized and unissued Common Stock or (ii) Common Stock held in or acquired for the treasury of the Company. 

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The Compensation Committee of the Company Board of Directors has full authority to administer and interpret the 2016 Incentive Plan, to grant awards under the 2016 Incentive Plan, to determine the persons to whom awards will be granted, to determine the types of awards to be granted, to determine the terms and conditions of each award, to determine the number of shares of Common Stock to be covered by each award and to make all other determinations in connection with the 2016 Incentive Plan and the awards thereunder as the Committee, in its sole discretion, deems necessary or desirable.

On December 14, 2017, the Board of Directors approved the 2017 Incentive Plan (“2017 IP”). Forty million (40,000,000) shares of Common Stock are subject to the 2017 IP.

The fair value of each of the Company's stock option awards is estimated on the date of grant using the Black-Scholes option-pricing model that uses the assumptions noted in the table below. Expected volatility is based on an average of historical volatility of the Company's common stock. The risk-free interest rate for periods within the contractual life of the stock option award is based on the yield curve of a zero-coupon U.S. Treasury Bond on the date the award is granted with a maturity equal to the expected term of the award.

The significant assumptions relating to the valuation of the Company's options issued during the nine months ended September 30, 2019 were as follows on a weighted average basis:

Dividend Yield	0.0%
Expected Life (in years)	2.52 - 7.50
Expected Volatility	69% - 167%
Risk Free Interest Rate	1.42% - 3.07%

A summary of the status and changes of the options granted under stock option plans and other agreements during the nine months ended September 30, 2019:

	Shares Issued			Weighted
	Upon Exercise of			Average
	Options			Exercise Price
Outstanding at December 31, 2018		54,866,845		$	0.29
Granted		6,933,334		$	0.04
Exercised		-			-
Forfeited		(1,873,611	)		0.10
Outstanding at September 30, 2019		59,926,568		$	0.27

During the nine months ended September 30, 2019, the Company granted 6,933,334 options to purchase the Company’s common stock with a weighted average exercise price of $0.04.Options to purchase 4,833,334 shares of common stock were granted to directors, options to purchase 1,000,000 shares of common stock were granted to an employee and options to purchase 1,100,000 shares of common stock were granted to a consultant.

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A summary of the status of the options outstanding at September 30, 2019 is presented below:

	Options Outstanding						Options Exercisable
Range of per share exercise price	Shares		Weighted average remaining contractual life		Per share weighted average exercise price		Shares		Weighted average remaining contractual life		Per share weighted average exercise price
$0.04 - $0.08		41,653,623		8.00	$	0.06		33,538,623		8.01	$	0.06
$0.10 - $0.84		13,330,885		3.18		0.42		13,170,885		3.16		0.42
$1.10 - $1.90		4,942,060		2.97		1.63		4,942,060		2.97		1.63
		59,926,568		6.51	$	0.27		51,651,568		6.29	$	0.30

Compensation expense of $6,570 and $211,108 was recognized for vested options for the three and nine months ended September 30, 2019. The aggregate intrinsic value of the outstanding options at September 30, 2019 was $0. At September 30, 2019, (i) $45,907 of unamortized compensation expense for time-based unvested options will be recognized over the next 1.52 years on a weighted average basis; (ii) $223,105 of unamortized compensation expense for performance-based unvested options will be recognized if the performance targets are achieved.

On August 18, 2017, the Company’s management was granted performance-based options to purchase 27.5 million shares of the Company’s common stock at $0.06 per share. The options expire on August 18, 2027. On November 1, 2017, the first fifty percent (50%) of the performance-based options vested as management was able to (i) close the sale of an aggregate of $600,000 of units (consisting of a share of common stock of the Company and a warrant to buy 0.25 of a share of common stock of the Company) at $0.04 per unit and (ii) establish toll processing arrangements with two toll processors of halloysite that, in management’s good faith belief, can process halloysite to the Company’s specifications. An additional twenty-five percent (25%) of the performance-based options vested on January 18, 2018 when management generated $900,000 of additional cash proceeds through (i) the sale of common stock and (ii) the licensing of a right to explore the Dragon Mine property for certain precious metals. The vesting of the remaining 8.3%, 8.3% and 8.4% of the performance-based options occurs when (i) EBITDA is positive over a twelve-month period, (ii) EBITDA is at or greater than $2 million over a twelve-month period and (iii) EBITDA is at or greater than $4 million over a twelve-month period, respectively. At September 30, 2019, management, based on its financial expectations for 2019, did not consider the vesting of the remaining 25% of the option grant to be probable. 

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NOTE 9 - PER SHARE DATA

The computation of basic earnings (loss) per share of common stock is based on the weighted average number of shares outstanding during the year. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents that would arise from the exercise of stock options and warrants outstanding under the treasury method and the average market price per share during the year as well as the conversion of notes. At September 30, 2019, the weighted average shares outstanding excluded options to purchase 59,926,568 shares of common stock of the Company, warrants to purchase 26,688,373 shares of common stock of the Company and 98,958,681, shares of common stock of the Company issuable upon the conversion of notes because their effect would be anti-dilutive. At September 30, 2018, the weighted average shares outstanding excluded options to purchase 61,000,122 shares of common stock of the Company, warrants to purchase 26,688,373 shares of common stock of the Company and 96,813,732, shares of common stock of the Company issuable upon the conversion of notes because their effect would be anti-dilutive.

NOTE 10 – SUBSEQUENT EVENT

On November 11, 2019 the Company entered into an agreement with a related party. Per the terms of the agreement, the Company has borrowed $200,000 against an expected annual renewal payment for an exploration license it granted as part of an Exploration Agreement with Option to Purchase entered into with Continental Minerals Claims, Inc. in December 2017.

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ITEM 2     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based on our current expectations, assumptions, estimates and projections about our business and our industry. Words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may," and other similar expressions identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements.

Overview

Applied Minerals, Inc. is focused primarily on (i) the development, marketing and sale of our halloysite clay-based DRAGONITE™ line of products for use in advanced applications such as, but not limited to, reinforcement additives for polymer composites, flame retardant additives for polymers, catalysts, controlled release carriers for paints and coatings, strength reinforcement additives for cement, concrete, mortars and grouts, advanced ceramics, rheology additives for drilling fluids, environmental remediation media, and carriers of agricultural agents and (ii) the development, marketing and sale of our AMIRON™ line of iron oxide products for pigmentary and technical applications. Halloysite is an aluminosilicate with a tubular structure that provides functionality for a number of applications. Iron oxides are inorganic compounds that are widely used as pigments in paints, coatings and colored concrete.

The Company owns the Dragon Mine, which has significant deposits of high-quality halloysite clay and iron oxide. The 267-acre property is located in southwestern Utah and its resource was mined for halloysite on a large-scale, commercial basis between 1949 and 1976 for use as a petroleum cracking catalyst. The mine was idle until 2001 when the Company leased it to initially develop its halloysite resource for advanced, high-value applications. We purchased 100% of the property in 2005. After further geological characterization of the mine, the Company identified a high-purity, natural iron oxide resource that it has commercialized to supply certain pigmentary and technical markets.

The Company has a mineral processing plant with a capacity of up to 45,000 tons per annum for certain applications. The Company has a smaller processing facility with a capacity of 5,000 – 10,000 tons per annum that is currently dedicated to its halloysite resource. The Company believes it can increase its halloysite production capacity to meet an increase in demand through (i) an expansion of our on-site production capacity through a relatively modest capital investment and (ii) the use of a manufacturing tolling agreement.

The Company currently sells its DRAGONITE product as functional additive for advanced molecular sieves, as a nucleating agent for injection molding applications and as a binder for ceramic applications. For a number of markets mentioned above, the Company is currently working with a number of customers, which are in the latter stages of commercializing new and existing products that will utilize DRAGONITE as a functional additive.

Applied Minerals is a publicly traded company incorporated in the state of Delaware. The common stock trades on the OTCQB under the symbol AMNL.

Critical Accounting Policies and Estimates

A complete discussion of our critical accounting policies and estimates is included in our Form 10-K for the year ended December 31, 2018. There have been no material changes in our critical accounting policies and estimates during the nine-month period ended September 30, 2019 compared to the disclosures on Form 10-K for the year ended December 31, 2018. 

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Leases

Effective January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). Lessees are required to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability is equal to the present value of lease payments. The asset is based on the liability, subject to certain adjustments, such as for initial direct costs. For income statement purposes, a dual model was retained, requiring leases to be classified as either operating or finance leases. Operating leases result in straight-line expense (similar to operating leases under the prior accounting standard) while finance leases result in a front-loaded expense pattern (similar to capital leases under the prior accounting standard). Lessor accounting is similar to the prior model, but updated to align with certain changes to the lessee model (e.g., certain definitions, such as initial direct costs, have been updated) and the new revenue recognition standard that was adopted in 2018. See the Recently Adopted Accounting Standards section of Note 3 ‘‘Basis of Reporting and Significant Accounting Policies’’ to the unaudited consolidated financial statements for a detailed discussion of the adoption of this new lease standard.

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Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Results of Operations

The following sets forth, for the periods indicated, certain components of our operating earnings, including such data stated as percentage of revenues:

	Three Months Ended September 30,						Variance
	2019			2018			$			%
REVENUES	$	45,102		$	4,682,003		$	(4,636,901	)		(99	)%
OPERATING EXPENSES:
Production costs		216,081			581,072			(364,991	)		(63	)%
Exploration costs		49,062			36,068			12,994			36	%
General and administrative		705,847			613,605			92,242			15	%
Depreciation expense		-			318,182			(318,182	)		(100	)%
Total Operating Expenses		970,990			1,548,927			(577,937	)		(37	)%
Operating Income (Loss)		(925,888	)		3,133,076			(4,058,964	)		(130	)%
OTHER (EXPENSE) INCOME:
Interest expense, net, including amortization of deferred financing cost and debt discount		(420,799	)		(608,585	)		(187,786	)		(31	)%
Gain on revaluation of PIK Note derivative		-			3,021,500			(3,021,500	)		(100	)%
Other income (expense), net		596			(9,433	)		10,029			106	%
Total Other (Expense) Income		(420,203	)		2,403,482			(2,823,685	)		(117	)%
NET INCOME (LOSS)	$	(1,346,091	)	$	5,536,558		$	(6,882,649	)		(124	)%

Revenue for the three months ended September 30, 2019 totaled $45,102, a decrease of $4,636,901 or 99%, compared to the same period in 2018. The decline was driven primarily by the absence of the sale of surface pile material for approximately $4.5 million for use as a construction material, which occurred in the same period during 2018. Excluding the sale of the surface pile material, revenue during the current period declined $90,756, or 67%, compared to the same period in 2018. The decline was driven primarily by an absence of $82,040 in sales of DRAGONITE to a manufacturer of industrial products that is developing a new product, which includes DRAGONITE and the absence of $7,540 of sales to a distributor of research and development materials, partially offset by $5,952 of sales to a manufacturer of chemical additives.

Total operating expenses for the three months ended September 30, 2019 totaled $970,990, a decrease of $577,937, or 37%, compared to the same period in 2018. The decline was driven primarily by a $364,991, or 63%, decline in production costs and a $318,182, or 100%, decline in depreciation expense. The decline in depreciation expense resulted from an impairment of long-lived assets in the fourth calendar quarter of 2018.

Production costs include those operating expenses which management believes are directly related to the mining and processing of the Company’s iron oxide and halloysite minerals, which result in the production of its AMIRON and DRAGONITE products for commercial sale. Production costs include, but are not limited to, wages and benefits of employees who mine material and who work in the Company’s milling operations, energy costs associated with the operation of the Company’s two mills, the cost of mining and milling supplies and the cost of the maintenance and repair of the Company’s mining and milling equipment. Wages and energy are the two largest components of the Company’s production costs.

Production costs incurred during the three months ended September 30, 2019 were $216,081, a decrease of $364,991, or 63%, compared to the same period in 2018. The decline was driven primarily by an absence of a commission payment of $227,307 related to the sale of surface pile material in 2018, a $68,773 decline in freight and hauling expense and a $53,373 decline in tolling costs related to a decline in the volume of halloysite clay processed by our toll processor, and a $16,712 decline in the cost of mining materials related to a decline in mining activity during the current period.

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Exploration costs include operating expenses incurred at the Dragon Mine that are not directly related to production activities. Exploration costs incurred during the three months ended September 30, 2019 were $49,062, a $12,994, or 36%, increase compared to the same period in 2018. The increase was driven primarily to a $10,462 increase in geological consulting fees and a $7,471 increase in wages due to in increase in the utilization of the Company’s lab technician, partially offset by a $2,186 decline in expenditures on office supplies, a $1,476 decline in workers compensation expense and a $1,200 decline in employee-related insurance expense.

General and administrative expenses incurred during the three months ended September 30, 2019 totaled $705,847, an increase of $92,242, or 15%, when compared to the same period in 2018. The increase in general and administrative expense was driven primarily by a $125,000 increase in director expense due primarily to a cash-based rather than equity-based accrual of director fees, a $45,210 increase in D&O expense, a $44,830 increase in employee compensation and benefit expense related to the hiring of an additional member of management, partially offset by a $53,860 decline in equity-based option expense due to a decline in option granted to employees and consultants, a $52,890 decline in legal, audit and other professional service expenses, and a $19,100 decline in shareholder expenses.

Operating loss incurred during the three months ended September 30, 2019 was $925,888, a $4,058,964, or 130%, increase when compared to the same period in 2018. The increase was driven primarily by a $4,636,901 decrease in revenue, offset by a $364,991 decrease in production cost and a $318,182 decrease in depreciation expense when compared to the same period in 2018.

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Total Other Expense was $420,203 for the three months ended September 30, 2019 compared to Total Other Income of $2,403,482. The $2,823,685 decline in Total Other Income was due primarily to the elimination, during the current period, of the revaluation of the PIK Note derivative liability, which resulted in a gain of $3,021,500 during the same period in 2018, partially offset by a $187,786 decline in interest expense when compared to the same period in 2018.

Net Loss for the three-month period ending September 30, 2019 was $1,346,091, a decline of $6,882,649, or 124%, when compared to the same period in 2018. The decrease was primarily driven by the decline of $2,823,685 in other income, related primarily to the revaluation of the PIK Note derivative liability, realized during the three months ended September 30, 2018, and a $4,058,964 increase in operating loss for the three months ended September 30, 2019.

Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Results of Operations

The following sets forth, for the periods indicated, certain components of our operating earnings, including such data stated as percentage of revenues:

	Nine Months Ended September 30,						Variance
	2019			2018			$			%
REVENUES	$	384,565		$	4,820,088		$	(4,435,523	)		(92	)%
OPERATING EXPENSES:
Production costs		661,239			937,614			(276,375	)		(29	)%
Exploration costs		126,658			147,680			(21,022	)		(14	)%
General and administrative		2,636,528			2,687,961			(51,433	)		(2	)%
Depreciation expense		-			963,144			(963,144	)		(100	)%
Total Operating Expenses		3,424,425			4,736,399			(1,311,974	)		(28	)%
Operating Income (Loss)		(3,039,860	)		83,689			(3,123,549	)		(3732	)%
OTHER (EXPENSE):
Interest expense, net, including amortization of deferred financing cost and debt discount		(1,344,650	)		(3,729,540	)		(2,384,890	)		(64	)%
Loss on revaluation of PIK Note derivative		-			(3,557,004	)		(3,557,004	)		(100	)%
Other income, net		2,963			344,392			(341,429	)		(99	)%
Total Other Expense		(1,341,687	)		(6,942,152	)		(5,600,465	)		(81	)%
NET LOSS	$	(4,381,547	)	$	(6,858,463	)	$	(2,476,916	)		(36	)%

Revenue for the nine months ended September 30, 2019 totaled $384,565, a decline of $4,435,523, or 92%, compared to the same period in 2018. The decline in sales was driven primarily by the absence of the sale of surface pile material for approximately $4.5 million for use as a construction material, which occurred in the same period during 2018. Excluding the sale of the surface pile material, revenue during the current period increased by $110,662 or 40%. The increase was due primarily to the sale of $288,000 of DRAGONITE to a manufacturer of advanced zeolites, partially offset by an $86,918 decline is the sale of DRAGONITE to a manufacturer of industrial products that is developing a new product, which includes DRAGONITE, the absence of a sale of $36,000 of DRAGONITE to a manufacturer of home and garden products for use as a nucleating agent, an $18,000 decrease in the sale of DRAGONITE to a manufacturer of ceramic clay bodies, a $14,091 decrease in the sale of DRAGONITE to a distributor of the Company’s products, a $13,581 decrease in the sale of DRAGONITE to a distributor of research and development materials, and an $11,022 decline in the sale of DRAGONTE to an Asia-based distributor of the Company’s products.

Total operating expenses for the nine months ended September 30, 2019 totaled $3,424,425, a decrease of $1,311,974, or 28%, compared to the same period in 2018. The decline was driven primarily by a $276,375, or 29%, decline in production costs and a $963,144, or 100%, decline in depreciation expense. The decline in depreciation expense resulted from an impairment of long-lived assets in the fourth calendar quarter of 2018.

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Production costs include those operating expenses which management believes are directly related to the mining and processing of the Company’s iron oxide and halloysite minerals, which result in the production of its AMIRON and DRAGONITE products for sale. Production costs include, but are not limited to, wages and benefits of employees who mine material and who work in the Company’s milling operations, energy costs associated with the operation of the Company’s two mills, the cost of mining and milling supplies and the cost of the maintenance and repair of the Company’s mining and milling equipment. Wages and energy are the two largest components of the Company’s production costs.

Production costs incurred during the nine months ended September 30, 2019 were $661,239, a decline of $276,375, or 29%, compared to the same period in 2018. The decline was driven primarily by the absence of a commission payment of $227,307 related to the sale of surface pile material in 2018 and a $49,155 decline in freight costs primarily related to a reduction in the volume of halloysite clay sent to a toll processor.

Exploration costs include operating expenses incurred at the Dragon Mine that are not directly related to production activities. Exploration costs incurred during the nine months ended September 30, 2019 were $126,658, a $21,022, or 14%, decline compared to the same period in 2018. The decline was due to a general reduction in non-production-related expenses at the Dragon Mine.

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General and administrative expenses incurred during the nine months ended September 30, 2019 totaled $2,636,528, a decline of $51,433, or 2%, when compared to the same period in 2018. The decline was driven primarily by a $383,437 decrease in equity-based compensation due to a decline in option-related expense for employees and consultants, a $97,170 decline in professional services, and a $39,318 decrease in shareholder expenses, partially offset by a $237,538 increase in director expense, a $137,446 increase in D&O insurance premium and an $93,296 increase in employee compensation and benefits due to the hiring of an additional member of the management team.

Operating loss incurred during the nine months ended September 30, 2019 was $3,039,860, a $3,123,549, or 3732%, increase when compared to the same period in 2018. The increase was driven by a $4,435,523 decline in revenue, offset by a $963,144 decrease in depreciation expense and a $276,375 decrease in production when compared to the same period in 2018.

Total Other Expense for the nine months ended September 30, 2019 was $1,341,687, a decline of $5,600,465, or 81%, when compared to the same period in 2018. The decline was driven primarily to (i) the elimination, during the current period, of the revaluation of the PIK Note derivative liability, which resulted in a loss of $3,557,004 during the same period in 2018 and (ii) a reduction in interest expense of $2,384,890, or 64%, when compared to the same period in 2018 due to a reduction in the interest rate resulting from a revision of the terms of the PIK Notes.

Net Loss for the nine-month period ending September 30, 2019 was $4,381,547, a decline of $2,476,916, or 36%, when compared to the same period in 2018. The decline was driven by an $5,600,465 decrease in Total Other Expense and a $3,123,549 increase in operating loss.

LIQUIDITY AND CAPITAL RESOURCES 

The Company has a history of recurring losses from operations and the use of cash in operating activities. For the nine months ended September 30, 2019, the Company’s net loss was $4,381,547 and cash used in operating activities was $2,081,796. As of September 30, 2019, the Company had current assets of $260,567 and current liabilities of $1,501,927 of which $175,589 was accrued PIK Note interest expected to be paid in additional PIK Notes. The Company’s current liabilities also include $182,333 of accrued salaries deferred by certain members of management until the Company’s liquidity improves, (ii) $450,000 of accrued directors fee as determined by the Company’s Board, (iii) $119,269 of payables to a compounder for which it has agreed to satisfy in halloysite product and (iv) $132,635 of disputed or erroneously accrued expenses for which the Company believes it will eventually reverse.

Management believes that in order for the Company to meet its obligations arising from normal business operations through November 14, 2020 it may be required (i) to raise additional capital either in the form of a private placement of common stock or debt and/or (ii) generate additional sales of its products that will generate sufficient operating profit and cash flows to fund operations.  Without additional capital or additional sales of its products, the Company’s ability to continue to operate may be limited.

Based on the Company’s current cash usage expectations, management believes it may not have sufficient liquidity to fund its operations through November 14, 2020. Further, management cannot provide any assurance that it is probable that the Company will be successful in accomplishing any of its plans to raise debt or equity financing or generate additional product sales. Collectively these factors raise substantial doubt regarding the Company’s ability to continue as going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded assets amounts and classification of liabilities that might be necessary should the Company not be able to continue as a going concern.

Cash used in operating activities during the nine months ended September 30, 2019 was $2,081,796 compared to $2,153,123 provided during the same period in 2018. The $4,234,919 decrease in cash provided during the period was due primarily to a $4,435,523 decrease in revenue. Cash used in operating activities during 2019 before adjusting for changes in operating assets and liabilities was $2,827,397, an increase of $5,236,511 when compared to the same period in 2018.

Cash used in investing activities during the nine months ended September 30, 2019 was $0 compared to $23,063 during the same period in 2018. The $23,063 decrease in cash used during the period was due to timing of revenue recognized.

Cash used in financing activities during the nine months ended September 30, 2019 was $603,064 compared to $1,605,526 provided during the same period in 2018. The $2,208,590 decrease in cash provided during the period was due primarily to the absence of proceeds from sale of common stock and exercise of options or warrants that took place during the nine months ended September 30, 2018 and a principal reduction of the PIK Notes of $356,568 made during the nine months ended September 30, 2019.

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Total assets at September 30, 2019 were $1,358,665 compared to $4,136,978 at December 31, 2018, a decrease of $2,778,313 due primarily to decrease in the Company cash balance resulting from cash used in operations. Total liabilities were $44,589,237 compared to $38,255,664 at December 31, 2018. The increase of $6,333,573 in total liabilities was due primarily to the increase in accounts payable results from cash management, amortization of PIK Notes debt discount which increased the carrying value of PIK Notes payable, the adoption of ASU 2016-02, Leases (Topic 842), which increased the operating lease liabilities and the adoption of ASU 2017-11, which removed the derivative liabilities and related debt discount.

ISSUANCE OF CONVERTIBLE DEBT

For information with respect to issuance of convertible debt, see Note 6 of Notes to Unaudited Consolidated Financial Statements included elsewhere in this Quarterly Report.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements between the Company and any other entity that have, or are reasonable likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have no exposure to fluctuations in interest rates, foreign currencies, or other factors. 

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ITEM 4.     CONTROLS AND PROCEDURES

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were, as of the end of the fiscal quarter covered by this quarterly report, ineffective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

During the three months ended September 30, 2019, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, the management believes that the consolidated financial statements included in this Form 10-Q fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

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PART II.     OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

As of the date of this report, there is no pending or threatened litigation. We may become involved in or subject to, routine litigation, claims, disputes, proceedings and investigations in the ordinary course of business, could have a material adverse effect on our financial condition, cash flows or results of operations.

ITEM 1A.  RISK FACTORS.

Except for the below, there were no additions or material changes to the Company’s risk factors disclosed in Item 1A of Part I in the Company’s 2018 Annual Report on Form 10-K.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.     MINE SAFETY DISCLOSURES

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and this Item is included in Exhibit 95 to this Form 10-Q.

ITEM 5.     OTHER INFORMATION

None.

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ITEM 6.     EXHIBITS

(a) Exhibits.

The following exhibits are included in this report:

Exhibit Number	Description of Exhibit
31.1	Certification pursuant to Rule 13a-14 of the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of the Principal Executive Officer
31.2	Certification pursuant to Rule 13a-14 of the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of the Principal Financial Officer
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Principal Executive Officer
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Principal Financial Officer
95	Mine Safety Disclosure
101.INS	XBRL Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation
101.DEF	XBRL Taxonomy Extension Definition
101.LAB	XBRL Taxonomy Extension Labels
101.PRE	XBRL Taxonomy Extension Presentation
XBRL	Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	APPLIED MINERALS, INC.
Dated: November 14, 2019	/s/ MARIO CONCHA
	By: Mario Concha
	Chief Executive Officer
Dated: November 14, 2019	/s/ CHRISTOPHER T. CARNEY
	By: Christopher T. Carney
	Chief Financial Officer

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