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 halloysites 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 Companys 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 Companys 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 six months ended June 30, 2019, the largest customer during the period accounted for 85% of total revenue and amounts owed by the largest customer at June 30, 2019 represented 0% of accounts receivable. For the six months ended June 30, 2018, the two largest customers during the period accounted for 63% of total revenue and amounts owed by the two largest customers represented 0% 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. 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 Companys 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 the all rights and title to (1) the surface interest (with exception of those rights associated with the Metallic Rights), and (2) all non-metallic minerals (expressly including all industrial minerals including clays and iron oxides). It is anticipated that CMC will acquire rights similar to the Metallic Rights with respect to contiguous and nearly properties and such rights will be contributed to a new company formed or designated by CMC to own and operate CMCs Tintic District project, which would involve the Metallic rights and similar rights regarding adjacent or nearby properties (PubCo) that intends to go public. 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 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 Companys 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 Companys determination, adversely impact the Companys 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 Companys current mining operations and possible future Mining Operations on the Mining Claims. There are no assurances that CMC will exercise its option to purchase 100% of the Metallic Rights.