Item 1.01 Entry into a Material Definitive Agreement.

On August 9, 2022, Applied Minerals, Inc. ("AMI") satisfied the closing conditions of the Iron Sale Agreement, Mill Sale Agreement, Mining Operations Agreement and Milling Operations Agreement (collectively, the "Four Agreements") entered into with Brady McCasland Inc. ("BMI") and BMI Minerals Company ("BMCO") on May 31, 2022 and amended on July 22, 2022 and July 28, 2022. Net proceeds received by the Company, adjusted for (i) a down payment of $120,000 previously paid by BMCO and (ii) $20,000 of legal fees incurred by BMCO and BMI and reimbursable by AMI, were $1,860,000. The net proceeds do not include a required payment of $750,000 by AMI to the holders of the majority of the outstanding principal of the Series A Notes and Series 2023 Notes in exchange for the Series A Waivers and Series 2023 Waivers. In conjunction with the closing of the Four Agreements, AMI issued to BMCO 20 million restricted shares of common stock under Rule 144 of the Securities Act.

In conjunction with the closing of the Four Agreements, among other things:

(a) Mario Concha, John Levy and Robert Betz have resigned as directors of the Company and have relinquished approximately $1.8 million of accrued but unpaid fees and other related compensation;



(b) AMI
has limited
the
maximum number of directors elected to its Board of Directors to five;

(c) BMI has the right to nominate, and the Board of Directors of AMI will use
its best efforts to appoint or cause the election of a number of directors that
is equal to one-third the number of directors of the Board of Directors of AMI.
If the number of directors is not divisible by three (3), the number of
directors nominated by BMI will be rounded up to the next whole number.
Unanimous approval of the Board will be required to approve (i) the assumption
by AMI of any interest
bearing
debt
and
(ii)
fees
paid
to
the
directors
for
Board
and
Committee
service;

(d) holders of a majority of the principal amount of the Series A Notes and Series 2023 Notes have waived any event of default that is or may be caused by the consummation of the Four Agreements;



(e) holders
of
a
majority
of
the
principal
amount
of the Series 2023 Notes waived their rights under the 2023 Director Nomination
Agreement to designate one person to be nominated for election to the Board of
Directors
of
AMI; and

(f) AMI agreed to issue 17,777,777 restricted shares of common stock under Rule 144 of the Securities Act to a mining services contractor as part of a settlement agreement entered into in March 2022 to accelerate the resolution of the disputed liability and facilitate the closing of the Four Agreements. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory

(a) As part of the consummation of the Four Agreements, Mario Concha resigned


     from the Board of Directors of the Company and any committees of the Board of
     Directors effective August 8, 2022. The resignation was not the result of any
     disagreement with either the Board of Directors or management of the Company.

(b) As part of the consummation of the Four Agreements, John Levy resigned from


     the Board of Directors of the Company and any committees of the Board of
     Directors effective August 8, 2022. The resignation was not the result of any
     disagreement with either the Board of Directors or management of the Company.

(c) As part of the consummation of the Four Agreements, Robert Betz resigned from

the Board of Directors of the Company and any committees of the Board of

Directors effective August 8, 2022. The resignation was not the result of any

disagreement with either the Board of Directors or management of the Company.

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