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Filing Details

Accession Number:: 0001179110-11-005636
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-03-30 19:00:02
Reporting Period:: 2011-03-28

Filing Date:: 2011-03-30
Accepted Time:: 2011-03-30 19:00:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
8328	Applied Minerals Inc.	AMNL	Gold And Silver Ores (1040)	820096527

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1414860	Ibs Capital Llc	One International Place Suite 2401 Boston MA 02110		Yes	No	Yes	No
1415021	Partnership) Ltd (A (Qp) Fund Turnaround Ibs	One International Place Ste 2410 Boston MA 02110		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2011-03-28	2,500,000	$0.80	19,434,124	No	4	P	Indirect	See Notes 1 and 10.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Notes 1 and 10.

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Common Stock	10% PIK-Election Covertible Notes	$1.00	500,000	2	Indirect
Common Stock	10% PIK-Election Covertible Notes	$1.00	4,027	2	Indirect
Common Stock	10% PIK-Election Covertible Notes	$1.00	100,000	2	Indirect
Common Stock	10% PIK-Election Covertible Notes	$1.00	25,202	2	Indirect
Common Stock	10% PIK-Election Covertible Notes	$1.00	15,278	2	Indirect

Amount	Remaning Holdings	Nature of Ownership
500,000	2	Indirect
4,027	2	Indirect
100,000	2	Indirect
25,202	2	Indirect
15,278	2	Indirect

Footnotes

IBS Capital LLC ("IBS Capital") is the general partner of The IBS Turnaround (QP) Fund (A Limited Partnership) ("QP Fund") and The IBS Turnaround Fund (A Limited Partnership) ("LP Fund"). IBS Capital is the investment adviser of The IBS Opportunity Fund, Ltd. ("Opportunity Fund"). The QP Fund, LP Fund and Opportunity Fund shall be referred to herein as the "Funds."
On May 17, 2010, pursuant to a series of note issuances, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "May 2010 $1.00 Primary Notes") on substantially the same terms and conditions. The 500,000 shares of common stock of the issuer ("Common Stock" or "Shares") into which outstanding amounts are convertible under the May 2010 $1.00 Primary Notes include: (i) 260,000 Shares into which amounts payable under the May 2010 $1.00 Primary Note by the issuer to the QP Fund are convertible and (ii) 240,000 Shares into which amounts payable under the May 2010 $1.00 Primary Note by the issuer to the LP Fund are convertible. The principal amount of the May 2010 $1.00 Primary Note issued to the QP Fund was $260,000 and the principal amount of the May 2010 $1.00 Primary Note issued to LP Fund was $240,000.
On June 15, 2010, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "June 2010 $1.00 Interest Notes") in respect of interest due on the May 2010 $1.00 Primary Notes on substantially the same terms and conditions. The 4,027 Shares into which outstanding amounts are convertible under the June 2010 $1.00 Interest Notes include: (i) 2,094 Shares into which amounts payable under the June 2010 $1.00 Interest Note by the issuer to the QP Fund are convertible and (ii) 1,933 Shares into which amounts payable under the June 2010 $1.00 Interest Note by the issuer to the LP Fund are convertible. The principal amount of the June $1.00 Interest Note issued to the QP Fund was $2,094 and the principal amount of the June $1.00 Interest Note issued to the LP Fund was $1,933.
On October 21, 2010, pursuant to a series of note issuances, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "October 2010 $1.00 Primary Notes") on substantially the same terms and conditions. The 1,000,000 Shares into which outstanding amounts are convertible under the October 2010 $1.00 Primary Notes include: (i) 650,000 Shares into which amounts payable under the October 2010 $1.00 Primary Note by the issuer to the QP Fund are convertible and (ii) 350,000 Shares into which amounts payable under the October 2010 $1.00 Primary Note by the issuer to the LP Fund are convertible. The principal amount of the October 2010 $1.00 Primary Note issued to the QP Fund was $650,000 and the principal amount of the October 2010 $1.00 Primary Note issued to LP Fund was $350,000.
The May 2010 $1.00 Primary Notes, June 2010 $1.00 Interest Notes, October 2010 $1.00 Primary Notes, December-May 2010 $1.00 Interest Notes, and December-October 2010 $1.00 Interest Notes shall be referred to herein as the "Notes."
The Notes have a maturity date of December 15, 2018. At the noteholder's option, amounts outstanding under a Note may be converted into Common Stock at any time after the issuer has authorized sufficient shares to convert such amounts outstanding into Common Stock at the conversion price of $1.00 per Share (the "Conversion Price").
The amount outstanding under a Note shall be mandatorily converted into Common Stock of the issuer at the Conversion Price on the earliest date that is one year after the Note's date of issuance when each of the following conditions have been satisfied: (i) the issuer's authorization of a sufficient number of shares to convert amounts outstanding under all of the notes in the series into Common Stock; (ii) the average closing bid or market price of Common Stock for the preceding five days being in excess of the Conversion Price; and (iii) either (a) the issuer has filed a registration statement for the resale the number of shares into which the outstanding amount under a Note is convertible or (b) the shares are resalable under Rule 144.
On December 15, 2010, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "December-May 2010 $1.00 Interest Notes") in respect of interest due on the May 2010 $1.00 Primary Notes on substantially the same terms and conditions. The 25,202 Shares into which outstanding amounts are convertible under the December-May 2010 $1.00 Interest Notes include: (i) 13,105 Shares into which amounts payable under the December-May 2010 $1.00 Interest Note by the issuer to the QP Fund are convertible and (ii) 12,097 Shares into which amounts payable under the December-May 2010 $1.00 Interest Note by the issuer to the LP Fund are convertible. The principal amount of the December-May 2010 $1.00 Interest Note issued to the QP Fund was $13,105 and the principal amount of the December-May 2010 $1.00 Interest Note issued to the LP Fund was $12,097.
On December 15, 2010, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "December-October 2010 $1.00 Interest Notes") in respect of interest due on the October 2010 $1.00 Primary Notes on substantially the same terms and conditions. The 15,278 Shares into which outstanding amounts are convertible under the December-October 2010 $1.00 Interest Notes include: (i) 9,931 Shares into which amounts payable under the December-October 2010 $1.00 Interest Note by the issuer to the QP Fund are convertible and (ii) 5,347 Shares into which amounts payable under the December-October 2010 $1.00 Interest Note by the issuer to the LP Fund are convertible. The principal amount of the December-October 2010 $1.00 Interest Note issued to the QP Fund was $9,931 and the principal amount of the December-October 2010 $1.00 Interest Note issued to the LP Fund was $5,347.
As of March 28, 2011, IBS Capital beneficially owned 19,434,124 Shares, which consisted of: (i) 10,774,748 Shares directly held by the QP fund; (ii) 4,836,782 Shares directly held by the LP Fund; and (iii) 3,822,594 Shares directly held by the Opportunity Fund.