applied minerals, inc. (amnl) - super absorbent polymer manufacturers in the world

by:Demi     2019-08-31
applied minerals, inc. (amnl)  -  super absorbent polymer manufacturers in the world
Article 13 or 15 (D)
1934 securities trading law of applicable mineral companies(
The exact name of the registrant specified in the articles of association)Delaware82-0096527(
State or other jurisdiction registered or organized)(I. R. S.
Employer identity number)
55 Washington Street
Suite 301, Brooklyn, NY11201 (
Main executive office address)(Zip Code)(800)356-
64 63 phone number for issuer, including area code
Small reporting companies, emerging growth companiess)PART IItem 1. Business 1A.
Risk factor 1B.
Unresolved employee reviews 2.
Property item month.
Legal action 4.
The third part is the fifth mine safety disclosure.
The market price of the registrant's common stock, related shareholder matters and the issuer's purchase of equity securities.
Selected Financial Data Items 7.
Management Discussion and Analysis of the financial status and results of the operating project 7A.
Quantitative and qualitative disclosure of market risks
Consolidated financial statements and supplementary data item 9.
Changes and disagreements with accountants on accounting and financial disclosure project 9A.
Control and procedure 9B.
Section IIIItem 10 of other information.
Project 11. Director, executive officer and corporate governance.
Item 12 of administrative compensation.
Secured ownership of certain beneficial owners and management and related shareholders.
Relationship with directors and related transactions.
Main accounting expenses and service items 15.
Annex, schedule 16 of the financial statements.
Show the index of Item 1A.
Risk factors ● The elocite deposit is formed under a variety of geological conditions under the action of hot water modification and weathering.
Therefore, the nature and extent of impurities, the length of the tube, the thickness of the wall and the size of the hole or lumen may vary.
In many mineral deposits, the combination of Elohim with a large number of other clay limits its usefulness in some applications.
Other deposits may contain large amounts of crystalline silica and/or square quartz, which may limit the usefulness of certain applications and/or require additional treatment, although there are limitations in the ability to take into account silica and square quartz and eliminate them.
The iron oxide contained in other deposits is much more acceptable and requires additional treatment.
Other deposits may be of high quality.
Some deposits have difficulties in mining.
Some deposits are located in remote areas.
● Changes in the tonnage, grade and features of the minerals to be mined and treated;
● High investment and labor costs;
● Quality of data for engineering assumptions;
Unfavorable geotechnical conditions;
● Availability and cost of skilled labor, supply and cost of water and electricity;
Availability and terms of financing;
● Environmental or other government laws and regulations related to longkuang;
● Changes in the tax law, including the carry-over of percentage losses and net operating losses;
Weather or adverse climate impacts;
● Potential delays related to social and community issues;
● Industrial accidents, including accidents related to the operation of mining and transportation equipment, as well as accidents related to the preparation and ignition of blasting operations, grinding equipment and conveying systems;
Underground fire or flood;
Unexpected geological structures or conditions (
Both in mineral form and in gas form);
● Groundwater conditions;
● Underground operation accident;
● Slope damage of mine pit;
Earthquake activity;
Other natural phenomena such as lightning, cyclones or storms, floods, or other severe weather conditions. ITEM 1B.
Unresolved employee reviews 2.
Property item month.
Legal action 4.
5. safety of the mine.
Registrant's common stock, related shareholder matters and the market price of the issuer's purchase of equity securities (1)
Includes options under November 2012 LTIP and 2016 IP (2)
The following options are granted based on 2016 long periods of time
Regular incentive plan: Item 6.
Selected Financial Data As at December 31 (
In addition to pershare data, in 000)
20182017201620152014 income 4,873 dollar. 2$2,444. 7$4,013. 1$507. 5$234. 2Net loss$(3,326. 0)$(14,910. 7)$(7,639. 8)$(9,805. 1)$(10,316. 3)Net loss -basic$(0. 02)$(0. 13)$(0. 07)$(0. 10)$(0. 11)Net loss -diluted$(0. 02)$(0. 13)$(0. 07)$(0. 10)$(0. 11)
$2,892 in cash and equivalents. 3$47. 7$1,049. 9$1,803. 1$10,701.
Total assets of $4,137. 0$3,324. 2$6,079. 5$8,339. 4$18,457. 7Long-
Regular liabilities of $36,825. 3$35,291. 9$25,229. 7$22,245. 4$23,119. Shareholders (deficit)$(34,118. 7)$(33,200. 8)$(20,968. 1)$(15,739. 7)$(7,517. 0)ITEM 7.
Management Discussion and Analysis of Financial Position and operational results as of December 312017%ofRev.
Income 4,873 dollars, 161100% 2,444 dollars, 677100% 2,428 dollars, 48499% operation cost: production cost 2,173, 73289% ,(944,449)(43%)
Exploration cost 6854% 508, 86121% (313,176)(62%)
General and administrative * 3,123, 44864% 3,683, 330151% (559,882)(15%)
Depreciation expenses 1, 27, 95, 1,316 and 53754% (38,584)(3%)
Asset impairment 1,047,501 21% 00% 1,047,501 1047% Total operating expenses 6, 7, 68, 460314% (808,590)(11%)Operating Loss(2,000,709)(40%)(5,237,783)(214%)3,237,071(62%)OTHER INCOME (EXPENSE)
: Net interest expenditure including deferred financing cost amortization and debt discount (2,298,743)(47%)(9,923,430)(406%)7,624,687(77%)
PIK Notes478, 59110% 228,2779% 250,314110% Other Total income 494, 86810% 22,2771% 472,5912, 121% (Expense)(1,325,284)(27%)(9,672,876)(396%)8,347,592(86%)Net Loss$(3,325,993)(67%)$(14,910,659)(610%)$11,584,666(78%)
* Total installment payments 5 year contractual obligations: rent obligations $369,231 $376-0-ITEM 7A.
Quantitative and qualitative disclosure of market risks
Consolidated financial statements and supplementary data reports of independent certified public accountants 25 financial statements: consolidated Balance Sheet 2018 and 201727 Consolidated operating statements for the year ended December 31, 2018 and consolidated statements for Shareholders' equity deficits for the year ended December 31, as at December 31, 2018 The Annual of 2018 and 201729 annual with cash flow statement and 2019 of with financial report note April 17, 2018 20182017 annual 4,873,161 annual income 2,444,677 dollar operation cost: production cost 1 229,2832 173,732 explore costs195, 685508,861 and administrative ative3, 123,4483 683,330 Depreciation expense1, 277,9531 316,537 assets impairment1, 047,5010 operating Expenses6, 87 3,8707, 682,460 operating losses (2,000,709)(5,237,783)OTHER INCOME (EXPENSE)
: Net interest expenditure including deferred financing cost amortization and debt discount (2,298,743)(9,923,430)
Revaluation gains on PIK note derivatives 47 8, 591228,277 Other income 49 4, 86822,277 Other Total income (Expense)(1,325,284)(9,672,876)Net loss$(3,325,993)$(14,910,659)
Net loss per share-
Basic and diluted $ (0. 02)$(0. 13)
Weighted average shares issued-estimated service life of basic and diluted 164, 652,933118, 977,573 (years)
Construction and building improvement s5-40 mining equipment 2-7 office and store furniture and equipment 3-7 Vehicles 5 ● level 1 quotation for the same assets and liabilities in the active market;
● Level 2-more input than Level 1 direct or indirect observable input;
And ● level 3-unobservable inputs using estimates developed by reporting entities and hypothetical developments reflect assumptions that market participants will use. (a)
On October 31, 2014, the company purchased mining equipment for $65,120, paid the deposit and issued a note for $57,900, with an interest rate of 5. 2%.
The note, secured by mining equipment, paid $1,339 for a period of 48 months starting on November 30, 2014. (b)
On October 2018, the company signed two bills payable with an interest rate of 4.
89% sign liability insurance with the insurance company, starting from November 17, 2018, 10 installments per month (c)
The company signed a liability insurance payable note dated October 17, 2016 with an insurance company, with monthly instalments including interest 2. 6% -4. 15%(d)
The company signed a liability insurance payable note dated October 17, 2017 with an insurance company, with monthly instalments, including interest ranging from £ 3. 1% -5.
78% key TermsSeries 2023 NotesSeries A NotesInception Date08/01/201311/03/2014 cash $10,500,000 $12,500,000 Main (
Initial liabilities)
$10,500,000 $19,848,486 due (Term)
Due on August 1, 2023, but may be converted into shares of the Company's common stock at the discretion of the holder or the company according to the market price of the company's shares;
It expired in May 1, 2023, but if the 2023 series of bonds were not issued, it would continue until August 1, 2023.
According to the market price of the company's shares, the shares that may be converted into the common shares of the company at the discretion of the holder or the company;
The exercise price is $0.
59, based on reverse adjustment
Dilution clause/Protection $0 down.
40, based on reverse adjustment
Dilution regulation/down-
Round protection;
As of December 14, 2017, interest is set at 10% per year, and 3% per year thereafter, due every six months;
10% per year by December 14, 2017 and 3% per year thereafter, due every six months;
Derivative liabilities of $2,055,000, due to the existence of a decline
Round protection;
Using the Monte Carlo model, a quarterly re-valuation of $9,212,285 was established at the beginning as there was a fall
Round protection;
Re-valuation of each quarter using the Monte Carlo model ● due date: May 1, 2023, but extended to August 1, 2023 if the 2023 series notes are not issued.
● Exercise Price: $0.
40 per share, will be based on
Dilution regulations.
● Prescribed interest: as of December 14, 2017, 10% of the arrears were paid every six months, and 3% of the arrears were paid every six months thereafter.
● Liquidated damages: if the registration statement is not submitted and takes effect within 90 days after the start date, the company is required to pay the bill holder 1% of the principal of Series A Notes (
And further losses every 30 days after).
● The number of shares issued by bonds may be reversed
Dilution Provisions of the note.
The anti-dilution clause adjusts the exercise price of the note in the event that the stock dividend and split, issue less than the market price of the common stock, issue less than the conversion price of the note, allocate assets, rights plans, bid offers and exchange offers proportionally.
20182017 dividend Yield0 % 0% life expectancy (in years)2. 52-7. 502. 50–6.
27 is expected to evaporate 69. 13%-167. 28%114. 98%–167.
28% risk-free interest rate 1. 42%-3. 09%1. 38%–2. 26%ITEM 9.
Changes and disagreements with accountants on accounting and financial disclosure project 9A.
Controls and Procedures ● involve maintenance records that accurately and fairly reflect the transaction and disposal of our assets in reasonable detail;
● Provide reasonable assurance to ensure that the necessary transactions are recorded in accordance with recognized accounting principles in order to prepare the financial statements and that our revenues and expenditures are made only on the authorization of management and directors;
And provide reasonable assurance on preventing or timely detection of unauthorized acquisition, use or disposal of our assets that may have a significant impact on our consolidated financial statements.
● Due to limited personnel, there is not enough division of duties in our financial and accounting functions, supervision of the development of work, and lack of compensation control;
We lack adequate procedures for regular financial reporting, including the preparation and review of financial reports and statements in a timely manner. 1.
In the third quarter of 2018, management hired an experienced accounting consultant (i)
Assist with ongoing GAAP and US accounting standardsS.
Compliance requirements of the stock exchange (ii)
Develop adequate procedures for regular financial reporting, including timely preparation and review of financial reports and statements.
In addition, if necessary resources are available, management may further expand its accounting and financial functions by hiring appropriate staff to address this major flaw in 2019. 2.
In 2019, the company's accounting consultant will assist management in strengthening internal control. ITEM 9B.
Other information items 10.
Since serving as chairman of Mario Concha 78 in 2016, directors, executive officers and director/officer of corporate governance;
He has served as a director since 2013 and has served as president Mario Concha and association director Michael Barry 50 since 2018, serving as general counsel and chief compliance officer at Samlyn Capital. LLCRobert T.
Betz77Director has been the owner of personal care supplies since 2014
Served as vice president of levy63 since 2016;
Since 2014, he has served as a director of board consultant michael pohly50, managing partner of director of Overbrook investientsalexer49 since 2017, and has served as president and CEO of the company since January 2009. christopher T.
Carney48 has served as the company's chief financial officer william gleeson75 since 2015 as the company's general legal counsel since 2011 (1)
Directors will be elected as directors of the next annual meeting of shareholders.
The officers were pleased to serve the board. Mr.
Concha has over 40 years hands on experience
Company executives. He has first-
Manual industry knowledge gained from senior management positions in different industries such as chemistry, plastics, forest products, metals and mining.
In addition to the manufacturing business, he is also widely involved in marketing, sales and finance. Mr.
Concha also serves on the board of directors of public and private companies, bringing experience in corporate governance. Mr.
Levy has over 35 years of financial, accounting and business experience, including more than 13 years as chief financial officer for public and private companies. Mr.
Levy brings expertise in corporate governance and compliance to the board, as well as extensive experience gained from a number of senior management positions in listed companies. Further, Mr.
Levy provides services to the board of directors of listed companies in various industries, bringing different experiences to the board of directors of the company.
Auditcommitteegoverance insurance, Security Council ConchaXXX X * Michael BarryRobertBetzXXX * X * XJohnLevy X * XMichael pohlyoffrey ScottAliZamaniXXAndre zeitounxxalexandreezgierx * month.
Board of Directors compensation
Regular review payments to non
Employee Directors and advise the board of directors on any adjustments. 2.
Chief executive compensation. a.
Assist the board in setting annual CEO goals if appropriate. b.
Recommend CEO compensation to other independent members of the board for approval. 3.
Other executive compensation. a.
Supervise the evaluation of the performance of the company's executives and approve the annual compensation of the executives, including salary and incentive compensation. b.
Review the structure and competence of the company's executive compensation plan taking into account the following :(i)
Attraction and retention of executive officers; (ii)
The motivation of executives to achieve the company's business objectives; and (iii)
The interests of administrative personnel are consistent with those of long-term
Long-term interests of shareholders of the company. c.
Review and approve the remuneration arrangements for the new executive officer and the termination arrangements for the executive officer. ITEM 11.
Administrative compensation (1)
According to the SEC rules, the amount shown does not include the impact of the estimated forfeiture related to the service
Based on attribution conditions.
For more information, see Note 10 to consolidated financial statements in item 8, Part II of this document.
These amounts reflect the company's accounting fees for these awards and do not correspond to the amount the designated executive officer will recognize as income, the amount will be recognized by the company at the time of exercise as a tax cut (if any ).
Option rewards are valued using the Black Scholes option valuation model. (2)
On January 31, 2019, the board of directors approved Mr. on the recommendation of the Compensation Commission. Zeitoun, Mr. Carney and Mr.
In 2017, the Gleason service bonuses were $75,000, $20,000 and $20,000 respectively.
The bonus is paid in two installments.
The first issue is equal to 1-
The third of the bonus will be issued on February 1, 2019.
The second issue is equal to 2-
The third part of the bonus awarded will be reasonably paid shortly after the company's 2018 Annual Report Form 10
K submitted documents to SEC. (3)Mr.
Income from Zeitoun
The relevant bonuses of 2016 and 2017 are 4% of the top $4 million in income, and the bonus is $150,000. (4)
On December 7, 2017, the board of directors approved Mr. on the recommendation of the Compensation Commission.
Zeitoun received a $120,000 service bonus in 2017Carney and Mr.
The service bonus for 2017 was $30,000. (5)
On December 2017, the board of directors approved
Zeitoun purchases options for 11,910,772 ordinary shares for $0. 06 per share.
Options are set based on certain performance goals achieved by management.
Options for the purchase of 5,955,386 shares of vested common stock during December.
The December 14, 2017 option was valued at $297,800. (6)Mr.
Carney has served as vice president of business development since 2011.
In 2015, he was appointed chief financial officer while retaining the position of vice president of business development.
After being appointed chief financial officer, his salary has not changed. (7)(8)
In December 2017, the Board of Directors granted Mr. Carney and Mr.
The Gleason option purchases 4,780,550 ordinary shares and 3,749,440 ordinary shares at $0 respectively. 06 per share.
Options are set based on certain performance goals achieved by management.
During the period from December 2017, Mr. purchased options for 2,390,275 shares
Carney and his option to buy 1,874,720 ordinary sharesGleeson vested.
Mr. Black Scholes value of options for Purchase of common stockCarney and Mr.
Gleason was $223,495 and $175,290 respectively.
Period from August 16-20, 2017 to December 31
Before the company's liquidity situation improved, Carney delayed wages of about $30,000.
As of December 31, 2018, sir.
Carney owed $8,333.
Accrued and unpaid wages 33.
Attract, motivate and retain qualified designated executives;
● Motivate designated executives to lead the company to achieve profitable operations and increase shareholder value;
● Ensure that over time, a large part of NEO's pay is related to the company's long-term
Regular stock price performance, align the financial interests of designated executives with the financial interests of company shareholders ● Motivate designated executives to develop long-term
Contribute to the future development of the company;
● Allow designated executives to continue to focus on the development of the company's business in actual or potential changes --in-
Control transactions.
● After the sale of units totaling $600,000, 25% of the options will be attributed (
Combination of common stock and warrants.
Common stock 25 per share)at $0. 04 per unit.
This attribution condition has been met.
● After receiving at least $900,000 from one or more of the next sources, 25% of the options will be attributed: Sales (s)
Common stock of more than $600,000 at the cost of a licence or similar agreement (s)
And/or the cost of signing an agreement (s)
In connection with the sale or lease of mineral rights, or the signing of options or other agreements relating to mineral rights.
This condition of belonging has not yet been met.
● When the company has a charging processing arrangement with two charging processors of Elohim, 25% of the options will be attributed to the integrity of the management and can handle Elohim according to the company's specifications.
One of the agreements may be support.
Or alternate arrangements.
This attribution condition has been met. ●8.
If EBITDA is positive within 12 months, there is a 3% option.
This condition of belonging has not yet been met. ●8.
If EBITDA equals or exceeds $ 3% in 12 months, 2 million of the options.
This condition of belonging has not yet been met. ●8.
If EBITDA equals or exceeds $ 4% in 12 months, 4 million of the options.
This condition of belonging has not yet been met. ITEM 12.
Guarantee ownership and management of certain beneficial owners and related shareholder matters **(1)
Unless otherwise stated, the address of the person named in this column is c/o applied minerals,(2)
This calculation includes the right of an individual determined under Rule 13d to acquire shares within 60 days from the date of April 16, 2019 and is deemed beneficial to have shares
Article 3 of the Securities Trading Act of 1934. (3)Director(4)Mr.
Shares held by Concha include :(i)
Option to buy 50,000 ordinary shares for $0.
83 shares per share due on March 2024; (ii)
Option to buy 50,000 ordinary shares for $0.
66 shares per share due on February 2025; (iii)
Option to buy 50,000 ordinary shares for $0.
28 shares per share due on January 2026; (iv)
Option to buy 43,885 ordinary shares for $0.
285 shares per share due on January 2021; (v)
Option to buy 30,000 ordinary shares for $0.
25 shares per share, due on May 2021;
Option to buy 600,000 ordinary shares for $0.
Expired on May 2021, 25; (vi)
Purchase Options for 70,000 shares of common stock due on August 2026; (vii)
Purchase Options for 140,000 shares of common stock due on May 2022; (viii)
Purchase Options for 140,000 shares of common stock due on December 2022; (ix)
Purchase Options for 3,250,000 shares of common stock due on December 2027; and (x)
In June 2018, warrants purchased 1,000,000 Ordinary Shares at $0.
15 shares per share, due on June 2021. (5)Mr.
Betz's shareholding includes :(i)
Option to buy 50,000 ordinary shares for $0.
83 shares per share due on March 2024; (ii)
Option to buy 50,000 ordinary shares for $0.
66 shares per share due on February 2025; (iii)
Option to buy 50,000 ordinary shares for $0.
28 shares per share, with an average attribution on March 31, June 30, September 30 and December 31, 2016, due on January 2026; (iv)
Option to buy 33,937 ordinary shares for $0.
285 shares per share due on January 2021; (v)
Option to buy 64,815 ordinary shares for $0.
28 shares per share due on January 2026; (vi)
Option to buy 30,000 ordinary shares for $0.
25 shares per share due on May 2021; (vii)
Option to buy 150,000 ordinary shares for $0.
25 shares per share due on May 2021; (viii)
Option to buy 60,000 ordinary shares for $0.
25 shares per share due on August 2026; (ix)
Purchase Options for 140,000 shares of common stock due on May 2022; and (x)
Option to purchase 1,791,667 shares of common stock due on December 2027. (6)Mr.
The shares held by Levy include :(i)
Option to purchase 100,000 ordinary shares for $1.
66 shares per share due on November 2022; (ii)
Option to buy 50,000 ordinary shares for $0.
83 shares per share due on March 2024; (iii)
Option to buy 50,000 ordinary shares for $0.
66 shares per share due on February 2025; (iv)
Option to buy 50,000 ordinary shares for $0.
28 shares per share, due on January 2026; (v)
Option to buy 51,170 ordinary shares for $0.
285 shares per share due on January 2026; (vi)
Option to buy 80,000 ordinary shares for $0.
28 shares per share due on January 2021; (vii)
Option to buy 37,500 ordinary shares for $0. 25; (viii)
Option to buy 70,000 ordinary shares for $0.
Expired on August 2026, 25; (ix)
Purchase Options for 120,000 shares of common stock due on May 2022; (x)
Purchase Options for 1,000,000 shares of common stock due on December 2027; and (xi)
In June 2018, warrants purchased 125,000 ordinary shares at $0.
15 shares per share, due on June 2021. (7)
Ibscapedia LLC is considered to be the beneficial owner of the shares held by the fund under its management as it has the right to vote and dispose of these securities.
Ibs Working Capital Fund (QP)(
Limited Partnership)owns (i)
15,252,583 shares of common stock; (ii)
6,725,399 shares of common stock that can be issued after the conversion of Series A bills; (iii)
Option to buy 49,820 ordinary shares for $0.
21 yuan per share due on 2021; (iv)
In June 2016, warrants purchased 244,745 ordinary shares at $0.
Expired on June 2021, 25; (v)
Option to buy 30,100 ordinary shares for $0.
25 shares per share due on August 2026; (vi)
Option to buy 64 thousand ordinary shares for $0.
Expired on May 2022; and (vii)
In May 2017, 601,060 shares of common stock were purchased at $0.
10 shares per share due on May 2022.
Working Capital Fund of international trade and investment bankP. owns (i)
7,305,997 shares of common stock; (ii)
3,349,123 shares of common stock that can be issued after the conversion of Series A bills; (iii)
Option to buy 25,175 ordinary shares for $0.
Expires on January 2021, 21; (iv)
In June 2016, warrants purchased 124,625 ordinary shares at $0.
25 shares per share due on June 2021; (v)
Option to buy 16,000 ordinary shares for $0.
£ 25 per share due at 2026; (vi)
Option to buy 30,000 ordinary shares for $0.
25 shares per share due on May 2022; and (vii)
May207 warrants buy 124,625 shares of common stock at $0.
10 shares per share due on May 2022.
Investment Opportunity Fund Limitedowns (i)
1,475,154 shares of common stock; (ii)
A. 653,463 shares of common stock that can be issued after the conversion of the bill; (iii)
Option to buy 6,400 ordinary shares for $0.
21 shares per share due on January 2021; (iv)
In June 2016, warrants purchased 31,000 ordinary shares at $0.
25 shares per share due on June 2021; (v)
Buy 7,100 shares of common stock at $0 per share.
25 shares per share due on August 2026; (vi)
Purchase Options for 6,000 shares of common stock due on May 2022; and (vii)
In May 2017, warrants purchased 58,401 ordinary shares at $0.
10 per share due on May 2022. (8)Mr.
Zamani's shareholding includes :(i)
Option to buy 50,000 ordinary shares for $0.
83 shares per share due on March 2024; (ii)
Option to buy 50,000 ordinary shares for $0.
66 shares per share due on February 2025; (iii)
Option to buy 50,000 ordinary shares for $0.
28 shares per share, with an average attribution on March 31, June 30, September 30 and December 31, 2016, due on January 2026; (iv)
Option to buy 73,099 ordinary shares for $0.
285 shares per share due on January 2021; (v)
Option to buy 81,522 ordinary shares for $0.
30 shares per share due on January 2021; (vi)
Option to buy 50,000 ordinary shares for $0.
25 shares per share due on May 2021; (vii)
Option to buy 50,000 ordinary shares for $0.
25 shares per share due on August 2021; (viii)
Option to buy 100,000 ordinary shares for $0.
25 shares per share due on May 2022; (ix)
Option to buy 833,333 ordinary shares for $0.
06 per share due on December 2027; and (x)
In June 2018, warrants purchased 625,000 ordinary shares at $0.
15 shares per share, due on June 2021. (9)Mr.
Shares held by swigier include options for the purchase of 545,289 ordinary shares due on December 2027. (10)Mr.
The shares held by Zeitoun include (i)options (
Held through material consultants)
Buy 1,742,792 ordinary shares for $0
83 shares per share due on January 2021; (ii)
Option to purchase 1,742,792 ordinary shares for $1.
66 shares per share due on November 2022; (iii)
Option to buy 321,123 ordinary shares for $0.
24 shares per share due on March 2021; and (iv)
Option to purchase 5,955,386 shares of common stock due on December 2027. (11)Mr.
Shares held by Carney include :(i)
Option to buy 930 ordinary shares for $0.
83 shares per share due on January 2022; (ii)
Option to purchase 580,931 ordinary shares for $1.
66 shares per share due on January 2023; (iii)
Option to buy 75,000 ordinary shares for $0.
84 shares per share due on June 2024; (iv)
Option to buy 50,000 ordinary shares for $0.
February 2025 £ 68 per share; (v)
Option to buy 248,344 ordinary shares for $0.
24 shares per share due on March 2021; (vi)
Option to buy 500,000 ordinary shares for $0.
16 shares per share due on August 2019; and (vii)
585,413 ordinary shares will expire on December 2027. (12)Mr.
Gleason's shareholding includes :(i)
Option to purchase 900,000 ordinary shares for $1.
90 shares per share due on September 2021; (ii)
Option to purchase 72,406 ordinary shares for $1.
66 shares per share due on November 2022; (iii)
Option to buy 600,000 ordinary shares for $0.
84 shares per share due on June 2024 (iv)
Option to buy 248,344 ordinary shares for $0.
24 shares per share due on March 2021; and (v)
Option to purchase 2,812,080 shares of common stock due on December 2027. (13)
Samlyn Capital, LLC, 500 Park Avenue, New York, NY, 2nd/FY.
10022, the beneficial owner of the shares held by the fund under its management, enjoys the right to vote and dispose of these securities.
Samlyn onshore fundP.
Owns 17,446,001 shares, including (i)
12,320,033 shares of common stock that can be issued after the conversion of Series A Notes ,(ii)
Option to buy 88,195 ordinary shares for $0.
06 per share and (iii)
Warrants buy 1,101,062 shares of common stock for $0. 10 per share.
Samlyn overseas Fund Limited
716,744 ordinary shares, including (i)
A 23,082,360 shares of common stock that can be issued after the conversion of the bill ,(ii)
Option to buy 259,027 ordinary shares for $0.
06 per share and (iii)
Warrants for the purchase of 062,909 ordinary shares for $0. 10 per share.
Robert Pohly is the president of Samlyn Capital LLC.
He has beneficial ownership of shares owned by SamlynCapital, LLC, a fund owned by Mr. SamlynCapital's general partner or investment manager
Have the sole right to vote and invest. (14)
James Berylson is the sole management member of Berylson CapitalPartners LLC, which manages L. P.
Of the 14,873,879 shares owned by the Berylson Master Fund, L. P.
, 10,851,987 shares can be issued after conversion of 2023 Series Notes owned by Berylson Master Fund, LP.
1,798,095 shares may be issued after exercising the warrants owned by the Berylson Master FundP. Mr.
The son can be regarded as beneficial ownership of 16,146,879 shares. Mr.
Berylson owns and adds 1,273,000 shares.
Address of MA soncapital Partners, LLC, 200 Clarendon Street, Boston, MA 02116. (15)
Kingden Capital Management Co. , Ltd. , 152 57 th Street, 50 th Floor, New York, NYY.
10019, is the beneficial owner of the company's shares, which are held by the fund it manages by virtue of its right to vote and dispose of the securities. M.
London kingden offshore mast fundP. owns (i)
17,510,489 shares by conversion of ownership of its 2023 series and Series A convertible PIK Notes ,(ii)
Option to buy 277,777 ordinary shares for $0.
12 per share and (iii)
2,082,588 shares, exercise warrants at a price of $0. 10 per share.
Mark Kingdon is the president of Kingdon Capital Management Co. , Ltd. and may be considered to have these shares. (16)Mr.
Shan is President Fimatec Co. , Ltd (Japan)
Producers and Distributors of professional minerals.
Applied Minerals Corporation, March 2016
An agreement was entered into with Fimatec LTD, which agreed to become an exclusive distributor of the company's Elohim
DRAGONITE for the Japanese market.
In June 2016, Fimatec Co. , Ltd. purchased 3,333,334 units from the company for $500,000.
Each unit consists of 1 share of the Company's common stock and a warrant for the purchase of 0 shares.
3 shares of the Company's common stock and 3 shares of the whole stock.
Three warrants, $0. 25.
SK logistics, August 2017 (Singapore)
Private Limited bought 10000 billion units from the company for $400,000.
Each unit consists of 1 share of the Company's common stock and a warrant for the purchase of 0 shares.
25 shares of the Company's common stock may be exercised at $0. 04 per share. Mr.
Katayama is considered to be the beneficial owner of these shares.
Address of each entity Ochaanimizu CenterBldg, 5F month-23-1 Kanda Awaji-cho Chiyoda-
101-Tokyo ku, Japan0063. (17)Mr.
Scott's shareholding includes :(i)
Warrants buy 210,210 shares of common stock for $0.
£ 25 per share due on June 2021 and (ii)
Warrants buy 625,000 shares of common stock for $0.
15 shares per share, due on June 2021. (18)Mr.
Barry is the general counsel and chief compliance officer of Samlyn Capital, LLC.
Under the guidance of Mr. 2018
Barry, with respect to his service charge as of September 30, 2019, the company granted options for the purchase of 347,222 ordinary shares to two funds managed by his employer, Samlyn Capital, LLC. (19)
Until March 31, 2019, Mr. Pohly was the portfolio manager of Golden Capital Management Limited.
At 2018, in the direction of Mr.
With respect to his service charge as of September 30, 2019, Pohly granted the option to purchase 277,777 shares from the fund managed by his employer, kingden Capital Management Limited. (20)
Executive Officer. (1)
Option granted under 2012 Long-
Regular incentive plan (2)
Prior to passing through 2012 LTIP and 2016 LTIP, options for the purchase of common stock were issued under the personal compensation plan as follows :(a)
From 2009 to 2013, 9,487,930 options were provided to entity material Consultants LLC, which provided managers to the company. Mr.
Zeitoun was assigned 60% options, Christopher Carney and Eric Basroon, other members of materials Consultancy Limited (Mr.
Brother of Zeitounin-
Vice president of legal and business development)
, 20% per allocation.
The exercise price of 6,583,277 options is US dollars.
70 yuan per share, within three years from 2009-
2011, and there are ten-year term.
The exercise price of 2,904,653 is US dollars.
83 per share, attributable for more than one year in 2012, with 10-year term; (6)
Two grants were granted to a now-a total of 650,000 options
In 2008 and during the period, he served as a full director as an employee and consultant.
The exercise price is US dollars.
Option is immediately vested at 70 per share and has 10-year term; (c)
8, 0371, during 2011 and 949, 2012 options were provided to employees and consultants through five grants.
The exercise price is $0.
$78 to $2 per share.
00 per share for a period of one to three years, for a period of five years or ten years; and (d)
From April to 2011, 461,340 options were offered to an investment bank to provide financial advisory services to the company.
The exercise price of the option is $1.
15 yuan per share, immediately attributable for a term of ten years.
The exercise price of all of the above options is higher than the market price of common stock on the date of grant. ITEM 13.
Certain relationships and related party transactions independent of directors 14.
Major accounting fees and services (1)
Audit fees for October 5, 2018 (1)
$67, $ 500Tax Fees-0 -Total$$67,500(1)1.
Financial Statements: see Part 2 of item 8 of this table "Index of Consolidated Financial Statements" 10-K. 2.
Schedule to financial statements: See Schedule II-
"Valuation and eligible accounts" in this section of this Form 10 "-K. 3.
Exhibits: the exhibits listed in the accompanying exhibits index are filed, provided or referenced as part of this form 10K.
● May be eligible for disclosure to other parties in connection with the negotiation of the agreement, which is not necessarily reflected in the agreement;
● Substantive criteria different from reasonable investors may be applied;
Therefore, these statements and guarantees shall not describe the actual situation as of the date of the making of these statements and guarantees or at any other time.
Investors should not rely on them as statements of fact. ITEM 16.
Index of exhibitors.
Article 2 of the amendments (1)4.
1 Form of 10% PIK election Convertible notes related to capital raising in August 2013 due 2023 (2)4.
2 and November 2014 capital raise related of 10% PIK election can Conversion maturity of 2018 of form (3)10.
1 form of investment agreement related to financing in November 2014 (4)10.
2 The form of cancellation agreement for warrants related to financing in November 2014 (5)10.
32012 long term options plan (6)10.
4 form of stock option agreement (7)10.
5 short-term incentive plan (8)10.
6 forms of stock grant (9)10.
72016 long-term incentive plan and form of option agreement (10)10.
82016 incentive plan and form of option agreement (11)10.
Form of warrants issued on June 2016 (12)23.
1 consent of independent CPA firm MaloneBailey LLP ** 23.
2 consent of independent CPA firm EisnerAmper LLP.
1 Certification according to Rule 13a
Securities Trading Act passed under section 302 of the Sabans act 14-
The Oakley Act of 2002 by chief executive * 31.
2 Certification according to Rule 13a
Securities Trading Act passed under section 302 of the Sabans act 14-
The 2002 Oakley act by the chief financial officer * 32.
Certified by 18 states in the United StatesS. C.
Section 1,350th passed under section 906th of the Sabans Act-
CEO * 32 of the Oakley Act of 2002.
Certified by 18 states in the United StatesS. C.
Section 1,350th passed under section 906th of the Sabans Act-
Chief Financial Officer * 95 minesafetydisclosure * 101 of the Oakley Act of 2002.
Example of INSXBRL * 101.
The extended model for classification of SCHXBRL * 101.
CALXBRL classification extension calculation ** 101.
DEFXBRL classification extension definition * 101.
LABXBRL classification extension tag * 101.
Category extension presentation **(2)
Refer to Annex 3 for inclusion.
Registrant Annual Report on Form 10-Submitted on March 3, 2016(3)
Refer to Annex 99 for inclusion.
2 included in the current report of the registrant in form 8-
K. August 5, 2013 (3)
Refer to Annex 99 for inclusion.
2 included in the current report of the registrant in form 8-
K. November 5, 2014 (4)
Refer to Annex 99 for inclusion.
1 included in the current report of the registrant in form 8-
K. November 5, 2014 (5)
Refer to Annex 99 for inclusion.
4 included in the current report of the registrant in form 8-
K. November 5, 2014 (6)
Refer to Annex 99 for inclusion.
1 included in the current report of the registrant in form 8-
K. November 26, 2012 (7)
Refer to Annex 99 for inclusion.
2 included in the current report of the registrant in form 8-
K. November 26, 2012 (8)
Refer to Annex 99 for inclusion.
3 included in the current report of the registrant in form 8-
K. November 26, 2012 (9)
Refer to Annex 10 for inclusion.
10 included in the registrant's annual report in Form 10-
K. March 27, 2015 (10)
Refer to Annex 10 for inclusion.
12 included in the registrant registration statement number
213752 submitted on July 24, 2108 (11)
Refer to Annex 10 for inclusion.
14 included in the registrant registration statement number
213752 submitted on July 24, 2018 (12)
Refer to Annex 99 for inclusion.
2 included in the current report of the registrant in form 8-
Application for mineral companies submitted on June 28, 2016
Author: chief executive, Andre zetuen
Tons of CARNEYChristopher.
CarneyChief financial instruments/s/barrydirectoryml month 2019th Michael Barry/s/Robert betzdirectoryml month 2019th Robert Bates/s/Mario conchadirecoryml month, 2019 HP earcase/s/John levydirectoryml month, john F 2019.
Levy/s/pohlydirectoryml month, 2019 m high Pohly/s/Andrei zeitoundirectoryml month 2019th Andrei Zeitoun/s/Alexander gierdirectoryml month 2019 Alexandria gierexhibit23.
April 2, 209A.
Design such disclosure controls and procedures, or cause such disclosure controls and procedures to be designed under our supervision to ensure important information relating to the registrant (including its consolidated subsidiaries, we were briefed by others within these entities, especially during the preparation of this report; b.
Designed internal controls for financial reporting, or resulting in internal controls for financial reporting, designed under our supervision, in accordance with recognized accounting principles, provide reasonable assurance on reliability of financial reports and preparation of financial statements for external purposes; c.
Assess the validity of the registrant's disclosure controls and procedures and present in this report our conclusions on disclosure controls and the effectiveness of the procedures, based on which, as of the end of the period covered in this report; andd.
This report discloses any changes made by the registrant to the internal control of the financial report in the most recent fiscal quarter (
The fourth quarter of the registrant in the case of annual report)
Having a significant or rather likely significant impact on the internal control of the registrant's financial report; anda.
Financial reporting internal control all major defects and major weaknesses in the design or operation, which may reasonably adversely affect the ability of the registrant to record, process, summarize and report financial information; andb.
Any fraud, whether significant or not, involves management or other employees who play an important role in the registrant's internal control over financial reporting.
Date: April 16, 2019:/s/Andre M. ZEITOUNAndre M.
ZeitounChief administrative office B.
Design such disclosure controls and procedures, or cause such disclosure controls and procedures to be designed under our supervision to ensure important information relating to the registrant (including its consolidated subsidiaries, we were briefed by others within these entities, especially during the preparation of this report; b.
Designed internal controls for financial reporting, or resulting in internal controls for financial reporting, designed under our supervision, in accordance with recognized accounting principles, provide reasonable assurance on reliability of financial reports and preparation of financial statements for external purposes; c.
Assess the validity of the registrant's disclosure controls and procedures and present in this report our conclusions on disclosure controls and the effectiveness of the procedures, based on which, as of the end of the period covered in this report; andd.
This report discloses any changes made by the registrant to the internal control of the financial report in the most recent fiscal quarter (
The fourth quarter of the registrant in the case of annual report)
Having a significant or rather likely significant impact on the internal control of the registrant's financial report; anda.
Financial reporting internal control all major defects and major weaknesses in the design or operation, which may reasonably adversely affect the ability of the registrant to record, process, summarize and report financial information; andb.
Any fraud, whether significant or not, involves management or other employees who play an important role in the registrant's internal control over financial reporting.
Date: April 16, 2019:/s/Christopher.
Tons of CARNEYChristopher.
CarneyChief finance director date: April 16, 2019 deadline:/s/CHRISTOPHER T
Tons of CARNEYChristopher.
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