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Common Stock Subscription Agreement - ATLAS MINING CO - 7-1-2002

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									EXHIBIT 10.1 ATLAS MINING COMPANY COMMON STOCK SUBSCRIPTION AGREEMENT This Atlas Mining Company Common Stock Subscription Agreement (the "Agreement") is hereby submitted by ____________________________________________ (the "Purchaser") for acceptance by Atlas Mining Company, a Idaho corporation (the "Company") as of ____________________ , 2002. 1. ISSUANCE AND SALE OF COMMON STOCK. Subject to the terms hereof, at the closing as provided for hereunder, the Company will issue and sell to the Purchaser and the Purchaser will buy from the Company the number of shares of the Company's Common Stock indicated on the signature page below (the "Shares"), at a purchase price of $.25 per share. 2. CLOSING; DELIVERY. 2.1 CLOSING. The closing (the "Closing") of the purchase and sale of the Shares to the Purchaser hereunder shall be held at the offices of the Company, located at 1221 West Yellowstone Avenue, Osburn, Idaho, 83849, at the time and date upon which the Company accepts and signs this Agreement. The Company may issue and sell additional shares of its Common Stock at additional closings related to the Offering registered on Form SB-2 (SEC File No: 333-72830) at a purchase price of not less than $.25 per share, up to the aggregate maximum of 6,000,000 shares. Notwithstanding anything to the contrary in this Section 2.1, unless otherwise extended by the Company, no such Closing or closings for the sale and issuance by the Company of shares of its Common Stock shall occur on the ninetieth (90) day following the effectiveness of the Company's Registration Statement SB-2. 2.2 DELIVERY. At the Closing of the sale of the Shares to the Purchaser, the Purchaser shall deliver to the Company cash, a check or wire transfer payable to the Company, or any other consideration acceptable to the Company, at the Company's sole discretion, for the appropriate aggregate purchase price of the Shares. Upon receipt of the Purchaser's payment and the acceptance by the Company of this Agreement from the Purchaser, the Company will prepare a stock certificate representing the Shares purchased by the Purchaser and promptly transmit such stock certificate to the Purchaser at the address specified below. 3. THE COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the Purchaser as follows: 3.1 ORGANIZATION AND STANDING. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Idaho and has all requisite corporate power and authority to carry on its businesses as now conducted and as proposed to be conducted. The Company is qualified or licensed to do business as a foreign corporation in all jurisdictions where such qualification or licensing is required, except where the failure to so qualify would not have a material adverse effect upon the Company. 3.2 CORPORATE POWER. The Company has now, or will have at the date of each of the respective Closings, all requisite corporate power necessary for the authorization, execution and delivery of this Agreement and to sell and issue the Shares, and to carry out and perform all of its obligations hereunder. 3.3 AUTHORIZATION. This Agreement, including the obligation to issue the Shares to be issued hereunder, when executed and delivered by the Company, will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The Company has duly authorized the execution, delivery and performance of this Agreement, including the issuance of the Shares by the Company.

3.4 FREELY TRADABLE. All shares issued pursuant to this Subscription Agreement have been registered pursuant to the Securities Act of 1933, as amended, on Form SB-2 (SEC File No: 333-72380)(the "Registration Statement"). This Registration Statement will be or has become effective as of the date of the execution of this Agreement and no stop order shall have been issued regarding the shares issued. Accordingly, the shares subscribed to and issued pursuant to this Agreement are freely tradable and unrestricted. 4. REPRESENTATIONS, WARRANTIES OF THE PURCHASER. The Purchaser represents and warrants to the Company with respect to this purchase as follows: 4.1 PROSPECTUS. The Purchaser has received a copy of this Prospectus registered on Form SB-2 (SEC File No: 333-72380). 4.2 EFFECTIVENESS. The Purchaser has not received any soliciting materials regarding the shares subscribed to herein aside from the Prospectus discussed in Section 4.1 of this Agreement. The Purchaser has not tendered this Agreement prior to effectiveness of the Registration Statement and understands that no shares will be issued prior to the date of effectiveness. 5. MISCELLANEOUS. 5.1 GOVERNING LAW. This Agreement shall be governed in all respects by the laws of the State of California without regard to the conflict of laws provisions. The parties hereto agree to submit to the exclusive jurisdiction of the federal and state courts of the State of California with respect to the interpretation of this Agreement or for the purposes of any action arising out of or relating to this Agreement. 5.2 SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive the Closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto or in connection with any of the transactions contemplated hereby shall be deemed to be representations and warranties of the Company hereunder solely as of the date of such certificate or instrument.

5.3 ENTIRE AGREEMENT; AMENDMENT. This Agreement, including any agreements contemplated hereunder, constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought. 5.4 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed (a) if to a Purchaser, at such respective address as set forth in the Schedule of Purchasers attached hereto as Attachment A or at other such address as Purchaser shall have properly furnished in writing to the Company attention of the President or (b) if to the Company, at Atlas Mining Company, Inc. 630 East Mullan Avenue, Osburn, Idaho, 83849, Attn: Mr. Bill Jacobson or at other such address as the Company shall have properly furnished to the Purchasers in writing. Such notices shall be deemed effective upon (i) personal delivery to the party to be notified; (ii) upon the next business day if sent by confirmed telex or facsimile; (iii) one business day after deposit with a nationally recognized overnight carrier, specifying next day delivery; or (iv) five business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. 5.5 EXPENSES. The Company and each Purchaser shall bear its own expenses incurred on its behalf with respect to this Agreement and the transactions contemplated hereby. 5.6 RULES OF CONSTRUCTION. The parties hereto agree that they have been adequately represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 5.7 SEVERABILITY. In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as to reasonably affect the intent of the parties hereto. To the extent possible, the parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve the economic, business and other purposes of such void or unenforceable provision as closely as possible. 5.8 BROKER'S FEES. Each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party hereto is or will be entitled to any broker's or finder's fee or any other commission directly or indirectly in connection with the transactions contemplated herein. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation of this section being untrue. 5.9 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

ATLAS MINING COMPANY COMMON STOCK SUBSCRIPTION AGREEMENT SIGNATURE PAGE The undersigned hereby subscribes for the following number of Shares of the Company's Common Stock pursuant to the terms and conditions contained in this Stock Subscription Agreement at a purchase price of $.25 per share: PURCHASER:
Number of Shares of Common Stock: -------------------------Purchase Price per Share: Total Purchase Price: $.25 $ ------------------------IF FOR AN ENTITY: Entity Name: ------------------------By: --------------------------------Print Name: ------------------------Title: ------------------------------By: ---------------------------------Print Name: --------------------------

IF FOR AN INDIVIDUAL:

COMPANY: AGREED AND ACCEPTED AS TO ________________________ SHARES EFFECTIVE AS OF _____________________________________. Atlas Mining Company a Idaho Corporation By: Bill Jacobson, President

ATTACHMENT A Names and Addresses of Purchasers

EXHIBIT 10.11 POLLET & RICHARDSON A LAW CORPORATION 10900 WILSHIRE BOULEVARD SUITE 500 LOS ANGELES, CALIFORNIA 90024 TELEPHONE (310) 208-1182 FAX (310) 208-1154 SEPTEMBER 19, 2001 WILLIAM T. JACOBSON PRESIDENT AND CHIEF EXECUTIVE OFFICER ATLAS MINING COMPANY 630 EAST MULLAN AVENUE OSBURN, IDAHO 83849 RE: ATTORNEY-CLIENT FEE AGREEMENT OUR FILE NO.: 1544-001 DEAR MR. JACOBSON, THIS LETTER MEMORIALIZES OUR UNDERSTANDING REGARDING PAYMENT OF SHARES OF ATLAS MINING COMPANY (THE "COMPANY"), BY WHICH WE AGREE TO ACCEPT 20,000 RESTRICTED SHARES OF COMPANY COMMON STOCK, NO PAR VALUE (THE "SHARES"), ALONG WITH THE RIGHT TO INCLUDE SUCH SHARES ON THE FIRST REGISTRATION STATEMENT FILED BY THE COMPANY, IN EXCHANGE FOR DEFERRAL OF PAYMENT OF FEES FOR OUR LEGAL SERVICES. WE HEREBY REPRESENT AND WARRANT THAT WE ARE AN "ACCREDITED INVESTOR," AS THAT TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THAT THE TRANSFER OF THE SHARES CONTEMPLATED HEREIN IS AND SHALL BE CONDUCTED AS AN EXEMPT TRANSACTION UNDER SECTION 4(2) OF THE ACT AND RULE 506 OF REGULATION D OF THE ACT. BOTH WE AND THE COMPANY HEREBY REPRESENT, WARRANT AND COVENANT THAT SUCH TRANSFER HAS COMPLIED AND SHALL COMPLY IN BOTH SUBSTANCE AND FORM WITH ALL REQUIREMENTS SUCH EXEMPTIONS TO REGISTRATION. IF THE ARRANGEMENT DESCRIBED IN THIS LETTER IS ACCEPTABLE TO YOU, PLEASE CONFIRM YOUR AGREEMENT BY SIGNING THIS LETTER BELOW. SINCERELY, POLLET & RICHARDSON A LAW CORPORATION
/S/ NIMISH PATEL --------------------------NIMISH PATEL, ESQ., PARTNER

THE UNDERSIGNED HAS READ AND UNDERSTANDS THE FOREGOING TERMS AND AGREES WITH THEM AND ACCEPTS THEM. ATLAS MINING COMPANY AN IDAHO CORPORATION
SEPTEMBER 19, 2001 /S/ WILLIAM T. JACOBSON -------------------------------------WILLIAM T. JACOBSON, PRESIDENT AND CEO

EXHIBIT 10.12 PROFESSIONAL ADJUSTERS, INC. W. 6355 STACH ROAD COEUR D'ALENE, IDAHO 83814 PHONE: (208) 664-3344 FAX: (208) 663-1199 APPRAISAL FAUSETT INTERNATIONAL OSBURN, IDAHO The purpose of this report is to document inventory and value of certain items at Fausett International in Osburn, Idaho. The documentation will describe several categories including: Loaders, trucks, drills, miscellaneous mining equipment, compressors, licensed vehicles, electrical system inventory, mechanical parts inventory, valves, hoses and fittings and Victraulic supplies. SURVEY METHODS Separate surveys were conducted for each category indicated. Survey methods and results are described specifically for each category. This survey does not include real estate, buildings, signage, fencing, office equipment, miscellaneous small tools and some equipment not available for inspection during my three trips to the Osburn location. The nine page equipment and inventory list as supplied by Fausett International is attached and was used as guide for confirming the existence or non-existences of certain articles, the condition and serial numbers where applicable and the probable retain value. My report indicates that articles would be worth approximately 30% less during a forced or "quick sale". A recap of the probable values is shown on page two of this report. Copies of notes and inventory are attached and numbered 1 through 9. DISCLAIMER This survey and appraisal is not represented to be absolute. It is merely an opinion of this evaluator based on descriptions and examinations of the articles described. This evaluator will not be held responsible for damages or any claim as a result of anyone's reliance upon the values and/or opinions contained in this report. Sincerely,
/S/ CLYDE JAMES --------------Clyde James President

APPRAISAL
FAUSETT INTERNATIONAL OSBURN, IDAHO RECAP INVENTORY PAGE VALUE 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Loaders Trucks Drills Miscellaneous (bottom pg 1) Equipment Vehicles Victraulics Electric Supplies Parts Supplies - Green Building 1 1 1 1 2 2 8 & 9 3 & 4 5 6 & 7 $ 345,000.00 $ 170,000.00 $ 456,000.00 $ 92,000.00 $ 180,000.00 $ 64,000.00 $ 16,528.90 $ 150,000.00 $ 91,481.00 $ 82,059.00 ---------------$ $ $ 1,647,068.90 494,120.67 1,152,948.23

Total Value - Retail Less 30% for "Quick Sale" Wholesale Value

/s/ Clyde James

Exhibit to Purchase Agreement dtd 8/22/97 QTY LOADERS: 1 EARLY 70'S 1 EARLY 70'S 1 1981 1 1984 1 1981 1 1991 1 1989 TRUCKS: 1 1 1 1 DRILLS: 1 1995 GARDNER DENVMK-35 2 BOOM JUMBO IJ87K36 1 1987 MERC 14 SINGLE BOOM JUMBO ID#2331 3 GARDNER DENVER AIR TRACKS 3100 W/PR123 DRILLLS 1 GARDNER DENVER MINI BOOM LONG HOLE DRILL 21 & 11 JACKLEG & STOPERS $1,000 @ 2 SINKING HAMMERS, 5 CHIPPING HAMMERS, 4 SPLITTERS MISCELLANEOUS: 1 1 1 1 6 1 1 1 1 2 2 1 1 1 1 3 1 1 1 1 4 1 4 VEHICLES: 1 2 1 1 1 1 1 1 1 OFFICE EQUIPMENT: 1 1 1 1994 1994 1994 1983 1981 1985 1994 1989 1982 FORD 3/4 TON 4X4 P.U FORD 1/2 TON 4X4 P.U. CHEV. 1/2 TON P.U. DODGE FLATBED 1 TON GMC V-7 FLATBED 2 1/2 TON FORD F250 DIESEL P.U. FORD VAN CHEV. 1/2 TON 4X4 P.U. CHEV. 4X4 DIESEL 12,000 - 11,11FTHF26H6RLA28181 24,000. - 17,1FTEF14Y 6RNA12924 1GCFK24H1RE232235 " 1RLA13782 1B6WW34W6DS402919 1GDL7D1G1BV56550 2FTHF2619FCA67565 10,000 - 10,621SOLD 1GCDK14K8KZ228257 2GCEK24C1C1163412 1990 1989 1988 1987 WAGNER EIMCO EIMCO DUX HT03 HT02 HT01 MT-416 JD 415-B JD 415-B DT-15 F-8L #413 F-8L #413 F-8L #413 3306-CAT DB06P0260 1793 1664 661 WAGNER WAGNER WAGNER WAGNER WAGNER WAGNER WAGNER ST-2B ST-2B 3 1/2 3 1/2 ST-5H ST-6C ST-6C YR MFG EQ # MODEL ENGINE S/N PRICE

301 302 501 601 602

YD LHDF-8L #413 YD LHDF-8L #413 LHD F-12L #413 LHD F-10L #413 LHD eoF-10L #413

DA04C489 DA04P449 421-81 DA1490434 DA14P0344

CYDERMAN-HERMAN W/SPARE BOOM 1979 ADSPACE 12'X63' DRYHOUSE ID#3034 8 Showers, 4 Sinks, 2 Toilets 2 Urinals, Electr. Heat &A/C CATERPILLAR GEN SET ON SKIDS 365 K.W. 3 Phase 480 Volts 3408B CAT Powered INGERSOLL RAND SR2000 SERIES ELECTRIC COMPRESSOR 800 CFM 3 Phase 480 Volt 5 40' & 1 30' storage vans $2,500 @ 20' Shipping container 30' OFFICE / DRY TRAILER 14' Flat Trailer w/Tilt 8'X12' Tool Trailer 1978-79 GARDNER DENVER FLEXAIR COMPRESSORS 750CFM 11,000@ 1980s ATLAS COPCO COMPRESSORS 175CFM 5,000@ GRADNER DENVER 300 COMPRESSOR 300CFM JARVIS CLARK SIZZORLIFT GETMAN LUBE TRUCK GETMAN PERSONNEL CARRIER WELDERS, 1 HOBART, 2 LINCOLN 4,000@ SHOTCRETE MACHINE FIAT ALLIS DOZER FD5 MANCHE MOTOR 24" Gauge PLYMOUTH LOCOMOTIVE #5903 2@ 20CELL &40CELL LOCO & BATTERY CHARGERS 12B MUCKER 24" Gauge ORE AND TIMBER CARS FOR RAIL $2,500 @

1996 MSD IBM PENTIUM W/MONITOR,PRINTER,&SOFTWARE IBM COMPAT. 386 W/MONITOR,PRINTER, SOFTWARE 1995 MINOLTA EP1081 COPIER 4 DESKS & CHAIRS, 9 3Drawer File Cabinets

VICTRAULIC SUPPLIES value based on '95 inventory See attached sheets pgs B 3 & B 4 PUMPS, FANS, LAMPS & CHARGERS See attached. Pg. B 5 MISC PARTS IN GREEN BUILDING See atttached. Pgs B 6 & B 7 MISC PARTS IN SHOP AND SHED FOR EQUIP. ABOVE. See Attached Pg. B 8. TOTAL: 1

Pg. B 2 FANS PUMPS LAMPS & CHARGERS ATTACHMENT TO LIST

FANS: 1 3 2 1 2 1 PUMPS: 5 1 1 1 2 LAMPS & CHARGERS 36 9 13HP FLYGHT PUMMPS 480v-3ph 58HP FLYGHT -480v-3ph 7.5HP FLYGHT 480v 3ph 1HP FLYGHT 480v 3ph GOULD 1HP 480v 3ph 4,900@ 250HP - 480V (Windings B.O.) 40hp - 480v 7.5hp - 480v 60hp 3hp -480v 3phase 40hp - 480v 3ph. windings bad 1,500 @ 900 @ 700@

498@

WHEAT LAMPS 10 LAMP CHARGERS

130@ 862.@

TOTAL THIS ATTACHMENT

FAUSETT MINE SERVICES ELECTRICAL SUPPLIES. DISCONNECTS 1 1 3 3 4 2 4 2 1 1 EA EA EA EA EA EA EA EA EA EA 400A-600V-3PHASE-FUSED 250A-600V-3PHASE-BREAKER 200A-600V-3PHASE-FUSED 100A-600V-3PHASE-FUSED 100A-600V-3PHASE-BREAKER 60A-600V-3PHASE-FUSED 30A-600V-3PHASE-FUSED 15A-600V-1PHASE-BREAKER 200A-5KV-3PHASE-FUSED-4.8KV PORTABLE DISTRIBUTION PANEL W/2-400A BREAKERS, 1-100A BREAKER, 1-50A BREAKER-600V-3PHASE 100A-2400-3PHASE-FUSED 60-A-2400-3PHASE-FUSED

'B' UNIT $ $ $ $ $ $ $ $ $ $ 800 650 454 280 291 125 75 50 1,500 2,500

Page 3 of 9 TOTAL

$ $

$ $

4 EA 1 EA LIGHT PANELS 3 EA 2 EA

$ $

10 30

100A-120/240V-1PHASE-W/BREAKERS 60A-120/240V-1PHASE-W/BREAKERS

$ $

75 50

MAGNETIC COMBINATION STARTERS 3 EA SIZE 4 1 EA SIZE 3 8 EA SIZE 2 INCLUDES 5 AT TOWNSEND 1 EA SIZE 1 5 EA MANUAL SIZE 0 STARTERS TRANSFORMERS 2 EA 1 EA 1 EA PHONES 9 EA SPLICE KITS 4 EA PUMPS 5 1 1 1 2 WIRE 2000 FT 250 FT 1500 FT 4/0-3COND W/GRND GGC 6000V CABLE 350MCM 3COND W/GRND GGC 600V 2/0 3COND W/GRND 15KV-INCLUDES ATLAS EA EA EA EA EA 13HP FLYGHT PUMPS-480V-3PHASE 58HP FLYGHT PUMPS-480V-3PHASE 7.5HP FLYGHT PUMP-480V-3PHASE 1HP FLYGHT PUMP-480V-3PHASE GOULD 1HP FLYGHT TYPE PUMPS-480V-3PHASE 12V PAGE PHONES

$ $ $ $ $

1,200 800 365 200 75

$ $

15KFA-1PHASE-120/240/480V-FOR LIGHTING 15KVA-1PHASE-120/240/480V COMPLETE WITH BREAKER 7.5KVA-1PHASE-120/240/480V COMPLETE WITH BREAKER

$ $ $

750 1,000 750

$ $

$

380

$

HIGH VOLTAGE SPLICE KITS HVMSK-3C-582

$

202

$ $ $ $ $

4,900 5,900 1,500 800 498

$ 2 $ $

$ $ $

6.52 12 5

$ 1 $ $ ------------$ 8

'B' WIRE CONTINUED 300 FT 300 FT #2 3COND W/GRND 8KV 2/0 3COND W/GRND XLPE 15KV PLASTIC WITH ARMOR $ $ 5 4

Page 4 of 9 $ $

FANS 1 3 2 1 2 1 EA EA EA EA EA EA 250HP - 480V 40HP - 480V 7.5HP - 480V 60HP - 480V 3HP - 480V-3PHASE 40HP - 480V-3PHASE-WINDINGS BO $ $ $ $ $ $ 8,000 1,500 900 2,000 700 1,500 $ $ $ $ $ $

MOTOR CONTROL CENTER 1 EA MCC W 6 EA SIZE 2 ALLEN BRADLEY STARTERS W/FUSE DISCONNECTS GEN SETS - OLDER UNITS NOT ON EQUIPMENT INVENTORY 1 EA 75KW-3PHS-480V/240V/120V 1 EA 40KW-3PHS-480V/240V/120V NO STARTER MTR CAP LAMPS AND CHARGERS 36 EA WHEAT LAMPS 10 EA LAMP CHARGERS LOCOMOTIVES 1 1 1 1 1 AND CHARGERS EA GE 7 1/2 TON LOCOMOTIVE PLYMOUTH #5903 EA 40 CELL LOCOMOTIVE CHARGER HERTNER EA 20 CELL LOCOMOTIVE CHARGER 31 TRU 2009 EA MG 20 CELL BATTERY CHARGER EA MG 40 CELL BATTERY CHARGER

$

2,500

$

$ $

15,000 5,000

$ 1 $

$ $

130 862

$ $

$ $ $ $ $

15,000 5,000 2,000 500 750

$ 1 $ $

6/27/97

THIS PAGE TOTAL TOTAL ELECTRICAL

$

162,420

$ 7 $ 15

'B' 2 EA PARTS INVENTORY 10/3/95 BRAKE VALVES TRUCKS & LOADERS 1600 @ THROTTLE CONVERTERS & ORBITAL STEERING VALVES HYDRAULIC PUMPS MISC. STARTERS 5YD DIFFERENTIAL LOADER 5YD TORQUE CONVERTER DUETZ VAR. SIZES DRIVE LINES & YOKES UNIVERSAL JOINTS VAR. SZ. NEW DUETZ HEADS 532 @ 912W HEADS 125 @ 413 HEADS 125 @ HYDRAULIC PUMPS 2 STACK FOR 206 BOOMER RACKS MISC PINS & BUSHINGS INJECTOR PUMPS: SOME ARE USED 3 CYCL 912W 1000 @ 4 CYCL 912W 1000 @ 6 CYCL 912W 1000 @ 8L413 1000 @ MISC. DUETZ PARTS ONE VAN FULL FILTERS NEW $30,000 COMPLETE DISARRAY 8 EA 4 EA BRAKE KITS 1200 @ MISC WAGNER/CLARK COMPONENTS TURBO'S ALTITUDE COMPS. 800 @ VARIOUS HYDR CYCLINDERS, PISTON RODS REPAIR KITS HYDR. COOLERS & RADIATORS 1200 @ $ $ $ $ $ 9,600 3,500 3,200 15,000 3,600 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 3,200 5,000 5,000 2,500 2,500 3,500 3,600 800 4,256 3,000 1,125 7,000 5,000 2,000 2,000 3,000 2,000 7,000 15,000

Page 5 of 9 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 1

16 28 8 24 9

EA EA EA EA EA

5 EA 2 2 3 2 EA EA EA EA

3 EA

$ ------------TOTAL THIS PAGE $ 9

'B' GREEN BUILDING: 1 EA 3 EA 1 EA 1 EA 1 EA 1000 FT 3 EA 3 EA 10 EA 4 EA AIR POWERED WELDER PISTON PUMPS GROUT PUMP - HAND OPER. ALIMAK CLIMBER MOTOR G.D. FEED MOTOR & GEAR BOX VENT BAG VAR. SIZE 2.25 @ AIR SAWS - 5@300, 2@1200, 1@1500 7 SHELVES MISC G.D. PARTS CHEST VALVES 700 @ CHEST VALVES 350 @ CYDERMAN AIR VALVES 150 @ 5 SHELVES MISC WAGNER & MANTRIP PARTS, BUSHINGS, BEARINGS, PINS, HYDR. & WATER PUMP PARTS HILTI CONCRETE DRILL ELECTRIC DH 123 DRIFTER DRILLS 1 DISMANTLED 2800 @ MISC 310 CAVO PARTS $ $ $ $ $ $ $ $ $ $ $ $ 2,000 3,300 800 1,800 2,000 2,250 2,400 6,000 2,100 3,500 600 8,000

Page 6 of 9

2 EA

$ 2,000 $ 5,600 $ 4,000 ------------TOTAL THIS PAGE $ 46,350

3 EA 12 EA

12 EA 11 EA

AIR TUGGERS WINCH 700 @ 6" & 8" CHEAVE BLOCKS 150 @ MISC. WELDON AIR PUMP PARTS MISC. PIPE FITTINGS - NOT VICTROLIC 432 VAR SIZES DRILL BITS (1 1/4 TO 4") 52 @ MISC. JACKLEG LEG PARTS SAFETY EQUIPMENT RESPIRATORS 50' 1" AIR HOSES 160 @ 50' 2" AIR HOSES 175 @ MISC. CATEPILLAR PARTS

'B' Page 7 of 9 $ 2,100 $ 1,800 $ 2,500 $ 1,000 $ 22,464 $ 1,000 $ 500 $ 1,920 $ 1,925 $ 500 ------------TOTAL THIS PAGE $ 35,709 TOTAL PAGE 6 $ 46,350 TOTAL GREEN BLDG (PAGES 6 & 7) $ 82,059

QUANT 9 1 35 4 6 3 1 54 45 67 12 177 11 32 20 4 3 8 8 12 13 12 150 13 28 37 8 9 1 2 7 30 11 14 4 4 2 2 37 6 3 3 1 3 5 7 EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA

DESCRIPTION 2X2X1 NO25 VIC TEE NO29 VIC TEE NPT NO20 VIC TEE NO50 VIC REDUCER 4X2 NO50 VIC REDUCER 2X1 NO51 VIC REDUCER NPT 4X2 NO51 VIC REDUCER NPT 2" NO10 90 DEGREE 2" NO11 45 DEGREE 2" NO12 22 1/2 DEGREE 2" NO13 11 1/4 DEGREE 2" NO77 VIC COUPLING 2X1 NO72 VIC DROP NPT 1" NO77 VIC COUPLING 3" NO77 VIC COUPLING 2 1/2" NO12 22 1/2 DEGREE 3" NO13 11 1/4 DEGREE 3" NO12 22 1/2 DEGREE 3X2 NO50 VIC REDUCER 3" NO11 45 DEGREE 3" NO10 90 DEGREE 3" NO78 SNAP JOINT 4" NO77 VIC COUPLING 4" NO10 90 DEGREE 4" NO12 22 1/2 DEGREE 4" NO11 45 DEGREE 4" NO13 11 1/4 DEGREE 4X1 NO25 TEE 4X2 NO29 TEE 4X1 NO72 DROP NPT 6X1 1/2 NO72 DROP 6" NO77 VIC COUPLINGS 6" NO10 90 DEGREE 6" NO12 22 1/2 DEGREE 6" NO20 TEE 6" NO715 CHECK VALVE 4" NO715 CHECK VALVE 2" NO715 CHECK VALVE 8" NO77 VIC COUPLING 12" NO77 VIC COUPLING 8" NO10 90 DEGREE 8" NO11 45 DEGREE 8X6 NO50 REDUCER 6" BUTTERFLY VALVE 4" BUTTERFLY VALVE 3" BUTTERFLY VALVE

'B' PRICE $ 21.76 $ 23.04 $ 10.06 $ 7.71 $ 9.00 $ 9.03 $ 12.04 $ 6.53 $ 6.53 $ 6.97 $ 16.67 $ 10.30 $ 13.81 $ 3.53 $ 6.16 $ 7.31 $ 10.25 $ 10.25 $ 7.66 $ 11.61 $ 11.61 $ 16.23 $ 10.40 $ 19.32 $ 13.75 $ 19.32 $ 13.75 $ 26.06 $ 28.94 $ 14.57 $ 22.47 $ 18.67 $ 36.10 $ 39.01 $ 58.76 $ 212.46 $ 111.64 $ 81.40 $ 32.12 $ 54.94 $ 75.76 $ 100.88 $ 47.84 $ 223.94 $ 100.63 $ 74.89

Page 8 of 9 TOTAL $ 1 $ $ 3 $ $ $ $ $ 3 $ 2 $ 4 $ 2 $ 1,8 $ 1 $ 1 $ 1 $ $ $ $ $ 1 $ 1 $ 1 $ 1,5 $ 2 $ 3 $ 7 $ 1 $ 2 $ $ $ 1 $ 5 $ 3 $ 5 $ 2 $ 8 $ 2 $ 1 $ 1,1 $ 3 $ 2 $ 3 $ $ 6 $ 5 $ 5

6 2 6 2 3 2 5 1 1 2 9 3 4

EA EA EA EA EA EA EA EA EA EA EA EA EA

2" BUTTERFLY VALVE 2" BALL VALVE 2" BALL VALVE NPT 6" NO995 VIC COUPLER 4" NO60 CAP ENDS 4X3 NO50 REDUCER 4X2 NO51 REDUCER NPT 6" WHY 6X4 NO51 REDUCER NPT 4" WHY 4" NO78 SNAP JOINTS 2" NO78 SNAP JOINTS 1" NO78 SNAP JOINTS TOTAL VICTROLIC INVENTORY

'B' $ $ $ $ $ $ $ $ $ $ $ $ $

45.40 54.28 24.01 93.98 5.91 11.29 12.04 107.41 87.69 60.54 20.90 10.30 7.87

Page 9 of 9 $ 2 $ 1 $ 1 $ 1 $ $ $ $ 1 $ $ 1 $ 1 $ $ ------------$ 16,5

RESUME CLYDE JAMES 208/664-3344 SUMMARY OF EXPERIENCE PROFESSIONAL ADJUSTERS, INC. - IDAHO August 1990 to Present, President/Owner PROFESSIONAL ADJUSTERS OF ALASKA, INC. January 1984 to July 1990, President/Owner CIGNA INSURANCE COMPANIES P. O. Box 196620, Anchorage, Alaska 99519-6620 January 1976 to December 1983, Appraiser/Adjuster, Senior Adjuster Home Office Supervisor, Regional Supervisor-Heavy Equipment and Auto Special Projects: Liaison to NATB, Instructor, Property, Truck & Equipment claims. AETNA LIFE & CASUALTY February 1971 to February 1974, Senior Claims Representative PROPERTY DAMAGE APPRAISERS, INC. February 1971 to February 1974, Regional manager for Central and Western Regions CAPCO ADJUSTERS, INC. February 1968 to February 1971, Senior Adjuster TRAINING Numerous insurance courses as follows: 1969 Casualty Course; 1972 personal lines course; 1973 Commercial Lines Course; 1977 Law for Claimsman; 1978 Successful Negotiations. Insurance Institute of America Courses-Ins. 21,22,23; Adjuster 21 & 22. MEMBERSHIPS NTHECC (National Truck & Heavy Equipment Claims Council) from 1996 to 1998; International Association of Arson Investigators REFERENCES (INSURANCE COMPANIES) 1) George David, Fireman's Fund Insurance Co., PO Box 5984, San Jose, Ca. 95150, 800-522-2233 2) John Mullen, Royal Insurance Co., 999 3rd Ave., Suite 2700, Seattle, Wa. 98121, 800-255-5469 3) Ivan Engh, Mutual of Enumclaw, 1460 Wells St., Enumclaw, Wa. 98022, 800-366-5551

EXHIBIT 23.1 Independent Auditors' Consent We hereby consent of the use of our report dated JANUARY 23, 2002, with respect to the consolidated financial statements included in the filing of the Registration Statement (Form SB-2) of Atlas Mining, Inc. for the fiscal years ended December 31, 2001 and 2000.
/s/ Chisholm & Associates

Chisholm & Associates North Salt Lake, UT June 27, 2002

EXHIBIT 23.3 CONSENT OF INDEPENDENT APPRAISER We hereby consent to the use of our appraisal report on the appraisal conducted on Fausett International equipment in July 1997, and consent to the use of both Clyde James and Professional Adjusters, Inc. as experts, to be included in the filing of the Registration statement (form SB-2) for Atlas Mining Company, File No. 33372830.
/S/ CLYDE JAMES ---------------------------PROFESSIONAL ADJUSTERS, INC. PRESIDENT June 28, 2002


								
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